10-K 0001835632-26-000011 (2026-03-11) vs 10-K 0001835632-25-000057 (2025-03-12)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 22,569 |
7.7% |
| MD&A | Item 7 | 7,866 |
19.3% |
| Legal Proceedings | Item 3, via Note 8 – Commitments and Contingencies | 1,287 |
6.5% |
| Accounting Policies | Item 8, Note 2 – Significant Accounting Policies | 3,665 |
9.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 195 words changed in this paragraph; it is 78% similar to last year's version.
Concerns that semiconductors are necessary for national security, manufacturing and critical infrastructure, as well as concerns of their potential use to restrict human rights, has led to increased U.S. export restrictions impacting sales of semiconductors and semiconductor technology to China or specific customers in China. While most of our products that are shipped to China are processed and placed into larger systems, after which they are distributed to customers in global markets outside of China, a small portion of our products are shipped into China and remain there. For example, the addition of certain companies to the Entity List, which places export restrictions on certain foreign persons or entities by the U.S. Department of Commerce’s Bureau of Industry and Security, Security (the “BIS”), has dampened demand for our products. Due to the U.S. government restricting sales to certain customers in China, sales to some customers require licenses for us to export our products; however, in the past some of these licenses have been delayed or denied and there can be no assurances that requests for future licenses will be approved by the U.S. government. In addition, certain existing export licenses to China may be revoked due to changes in U.S. government policy. In February 2022, the U.S. National Science and Technology Council published an updated list of critical and emerging technologies, which includes semiconductors, as part of an ongoing effort to identify advanced technologies that are potentially significant to U.S. national security, which could result in more stringent export controls or a greater number of our products requiring a license for export to China. In addition, the U.S. Department of Commerce Bureau of Industry and Security recently BIS released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S. national security and foreign policy concerns. The regulations published in October 2022 include included new restrictions on U.S. persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and the regulations published in October 2023 impose 2023, November 2024, and January 2025 expanded the October 2022 rule imposing additional licensing requirements for exports to China (and certain other countries) of integrated circuits exceeding certain performance thresholds. thresholds, expanding the jurisdiction of the EAR to more foreign made items in certain cases, amending the definition of advanced node, and adding further entities to the Entity List. In January 2025, the AI Diffusion Rule was issued. Then in May 2025, the BIS said it intends to cancel the AI Diffusion Rule and release new rules. The BIS announcement creates uncertainty about what products, technologies, or software might be covered by future rules. Export restrictions reducing our sales of products to China, have in the past and may in the future adversely impact our revenues, profits and results of operations. In January 2025, the AI Diffusion Rule and the Foundry Due Diligence Rule were issued. While we do not expect these January 2025 restrictions to materially impact us, any export restrictions reducing our ability to manufacture our products can adversely impact our revenues, profits and results of operations.
Source: Item 1A, 10-K 0001835632-26-000011 vs Item 1A, 10-K 0001835632-25-000057
MD&A 156 words changed in this paragraph; it is 65% similar to last year's version.
Net cash provided by operating activities was $1.4 $1.8 billion for fiscal 2024 2026 compared to net cash provided by operating activities of $1.3 $1.7 billion for fiscal 2023. 2025. We had a net loss income of $933.4 million $2.7 billion adjusted for the following non-cash items: gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of $1.1 billion, $942.0 million, stock-based compensation expense of $609.8 $590.8 million, depreciation and amortization of $299.8 $348.6 million, deferred income tax expense of $150.8 $42.2 million, restructuring related impairment charges gains of $32.9 $14.0 million, and $54.9 $109.5 million net loss from other non-cash items. Cash inflow outflow from working capital of $57.8 million $1.1 billion for fiscal 2024 2026 was primarily driven by a decrease increases in accounts receivable, inventories, and a decrease in inventories, partially offset by cash outflows due to an increase in prepaid expenses and other assets, partially offset by increases in accrued liabilities and a decrease in other non-current liabilities, and accounts payable. The decrease increase in accounts receivable was primarily due to timing higher sales in the last two months of billing and collections and the impact of factoring of receivables. fiscal 2026. The decrease increase in inventory was a result of utilizing previously built buffers. inventories is aligned with expected revenue growth. The increase in prepaid expenses and other assets was primarily driven by higher prepaid ship and debits due to prepayments on supply capacity reservation agreements net of refunds, higher inventory balances at distributors, and from receivables for government incentives earned. The increase in accrued liabilities and other non-current liabilities was primarily driven by an increase in income taxes payable mainly from taxes on gain from sale of business, and higher ship and debit reserve. claims accrual. The decrease increase in accounts payable was primarily due to the timing of payments.
Source: Item 7, 10-K 0001835632-26-000011 vs Item 7, 10-K 0001835632-25-000057
Accounting Policies 125 words changed in this paragraph; it is 45% similar to last year's version.
In November December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting 2023-09, Income Taxes (Topic 280) 740): Improvements to Income Tax Disclosures to improve reportable segment disclosures. The update requires disclosure income tax disclosures to enhance transparency and decision usefulness of incremental segment information on an annual income tax disclosure. This standard results in enhanced cash tax and interim basis. The ASU is effective tax rate disclosures in the Notes to Consolidated Financial Statements. This standard became effective for the Company’s annual reporting for fiscal years beginning after December 15, 2023, 2026 and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application the Company elected to all prior periods presented in adopt the financial statements. The Company adopted this standard for the fiscal year ended February 1, 2025. See on a prospective basis. "See “Note 14 12 – Segment and Geographic Information” Income Taxes” for further information. The adoption of this standard did not have a significant effect on the Company’s results of operations or financial condition.
Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001835632-26-000011 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0001835632-25-000057
Legal Proceedings 45 words changed in this paragraph; it is 86% similar to last year's version.
The Company entered into manufacturing supply capacity reservation agreements with foundries and test & and assembly suppliers during the current and in prior fiscal years. Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years. In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. During the first and second quarters of fiscal 2025, the Company worked with its foundry and test and assembly suppliers to amend certain manufacturing supply capacity reservation agreements, which resulted in reducing the Company’s related purchase level commitments. The Company currently estimates that it has agreed to purchase level commitments of at least $544.6 $458.2 million of wafers, substrates, and other manufacturing products for fiscal 2026 2027 through fiscal 2033 under the capacity reservation agreements. In addition, total fees and refundable deposits payable under these arrangements are $47.1 $23.1 million in fiscal 2026 2027 through fiscal 2028. Such purchase commitments are summarized in the preceding table.
Source: Item 3, via Note 8 – Commitments and Contingencies, 10-K 0001835632-26-000011 vs Item 3, via Note 8 – Commitments and Contingencies, 10-K 0001835632-25-000057
Every change, by type
Sentences and paragraphs of MRVL's Risk Factors and MD&A, 10-K 2026-03-11 against 10-K 2025-03-12.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Rapid advances in artificial intelligence (“AI”) and machine learning (“ML”) technologies, including generative AI, could fundamentally alter the semiconductor industry and disrupt our business model and operations. AI-driven tools and platforms are increasingly being deployed across the integrated circuit (“IC”) development lifecycle, including in chip architecture design, electronic design automation (“EDA”), layout optimization, verification, testing, and process node development. If AI-enabled efficiencies substantially reduce the complexity, cost, or time required to design, develop, and manufacture semiconductor products, our competitive position could be materially and adversely affected.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
AI-driven design tools may lower traditional barriers to entry in the semiconductor industry by enabling new market participants, including technology companies that have not historically engaged in chip design, to develop high-performance, custom semiconductor solutions in-house with reduced reliance on third-party chip suppliers. This trend toward internal chip development, sometimes referred to as "insourcing" or "vertical integration," could reduce demand for our products and erode our market share. In particular, large cloud computing providers, automotive original equipment manufacturers, and other technology-focused enterprises have already begun investing in proprietary chip design capabilities, and advancements in AI may accelerate this trend.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
AI and ML technologies may enable our existing competitors to achieve design and manufacturing efficiencies that we are unable to match, thereby diminishing or eliminating our current technological or cost advantages. Competitors that more effectively integrate AI into their IC development workflows may be able to bring products to market faster, at lower cost, or with superior performance characteristics compared to our offerings. If we fail to adopt and integrate AI technologies into our own design and development processes at a pace consistent with or faster than our competitors, our products could become less competitive, which would have a material adverse effect on our revenue and profitability.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
AI-generated efficiencies may compress product development cycles across the industry, which could shorten the useful commercial life of our existing products and reduce the return on our research and development investments. As AI tools enable more rapid iteration and optimization of chip designs, customers may expect faster product refresh cycles, placing additional pressure on our research and development resources and potentially leading to accelerated inventory obsolescence.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
Our investment in AI-related capabilities may not yield the anticipated benefits. Developing, acquiring, or integrating AI-driven tools and talent into our operations will require significant capital expenditures and operational resources, and there is no assurance that these investments will generate a return sufficient to justify their cost. Additionally, the deployment of AI technologies in our design and manufacturing processes may introduce new and unforeseen risks, including design errors, security vulnerabilities, intellectual property concerns, and regulatory compliance challenges that could increase our costs, expose us to liability, or delay product launches. See also, “Costs related to defective products could have a material adverse effect on us” and “Cybersecurity risks could adversely affect our business and disrupt our operations” for additional information.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
AI technologies may disrupt the broader semiconductor supply chain and ecosystem in ways that are difficult to predict. For example, AI-driven advances in chiplet-based architectures, advanced packaging, or novel materials science could render certain of our existing product lines, manufacturing processes, or intellectual property less valuable or obsolete. Furthermore, the increasing use of AI in semiconductor design raises complex and evolving questions around intellectual property ownership, patentability, and trade secret protection, and the legal frameworks governing these issues remain uncertain and may develop in ways that are unfavorable to our business. See also, “We may be unable to protect our intellectual property, which would negatively affect our ability to compete” for additional information.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
We cannot predict the pace or trajectory of AI development or the extent to which AI-driven disruption will affect the semiconductor industry. If we are unable to anticipate and adapt to these changes in a timely and effective manner, our business, financial condition, results of operations, and competitive position could be materially and adversely affected.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
In addition to the above risks related to economic conditions, the U.S. has implemented a series of tariffs targeting various nations and industries. These announcements have triggered global reactions, affecting markets, slowing global economic growth, and heightening concerns about broader financial instability. Tariffs and escalations of trade tensions between the U.S. and its trading partners, especially China, and the decoupling of global economies could result in a global economic slowdown and long-term changes to global trade. See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” and “Changes to U.S. or foreign tax, trade policy, government incentives, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.”
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
In 2025, U.S. government interactions with U.S. semiconductor companies implied that as a condition to obtaining and maintaining export licenses for certain products and technologies destined for China, they remit to the U.S. government a fee equal to fifteen percent (15%) of the gross revenue derived from such China-related sales. In January 2026, BIS issued a new licensing policy related to chips from certain semiconductor companies, including a twenty-five percent (25%) tariff and other requirements. Historically, restrictions on sales to China were implemented by the U.S. government as national security measures that did not include revenue-sharing arrangements and export licensing was not tied to revenue sharing with the U.S. government. While these U.S. government actions did not impact Marvell, if such revenue sharing were to be imposed on our China-derived revenue, it could erode our gross margins, reduce our pricing flexibility, and potentially prompt us to curtail or discontinue sales in China.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
On April 14, 2025, the BIS announced the initiation of investigations into the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962. The scope of the investigation includes semiconductors, semiconductor manufacturing equipment, and their derivative products including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics, and other components. While the results of this investigation are currently unknown, the investigation may result in additional tariffs and trade restrictions, which may adversely impact our business.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025. The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including domestic research cost expensing, 100% bonus depreciation and makes modifications to the U.S. International tax framework. As such, the income from all of our foreign subsidiaries continues to be subject to the U.S. tax provisions applicable to Global Intangible Low Taxed Income (“GILTI”) regime (which has been recharacterized as the Net Controlled Foreign Corporation (“CFC”) Tested Income regime, beginning in fiscal 2027). Our tax provision for the January 31, 2026 period includes the impact of the 2025 Tax Act. This legislation could significantly affect our future financial results, including our earnings and cash flows.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedRisk Factors
We enter into factoring arrangements with financial institutions to sell certain of our trade receivables from customers without recourse. If we were to stop entering into these factoring arrangements, our operating results, financial condition and cash flows could be adversely impacted by delays or failures in collecting certain trade receivables. If the financial institutions we utilize become financially non-viable, it could cause us to cease such factoring arrangements.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
The regulations published in October 2022 include included new restrictions on U.S. persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and the regulations published in October 2023 impose 2023, November 2024, and January 2025 expanded the October 2022 rule imposing additional licensing requirements for exports to China (and certain other countries) of integrated circuits exceeding certain performance thresholds. thresholds, expanding the jurisdiction of the EAR to more foreign made items in certain cases, amending the definition of advanced node, and adding further entities to the Entity List.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
Receipt of past and future benefits under tax incentive agreements and incentives may depend on several factors, including but not limited to, our ability to fulfill commitments regarding employment of personnel, investment, or performance of specified activities in the applicable jurisdictions as well as changes in foreign laws, including changes related to minimum tax rates under Pillar Two, which could significantly reduce the future income tax benefits associated with our incentives. laws.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
These new tariffs are have not expected to have had a direct significant impact on the Company, however, any new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods. which may adversely impact our business.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
Changes Expectations, requirements and attention to U.S. or foreign tax, trade policy, tariff and import/export regulations sustainability matters may have a material an adverse effect on our business, financial condition and results of operations. operations, and damage our brand and reputation.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
In addition, changes in our business plans, including divestitures, as well as changes to tax applicable laws, including changes related to Pillar Two, regulations, or government interpretations and audits could result in loss of benefits and termination of or renegotiation of an agreement or loss of tax benefits thereunder. agreement.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
If any of our tax agreements in any of these foreign jurisdictions incentive agreement were terminated or renegotiated, or if our ultimate benefits received is less than we have recognized, results of operations and our financial position could be harmed.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
We have implemented cybersecurity processes, as discussed in more detail below, taking guidance from recognized cybersecurity frameworks to mitigate risks; however, we cannot guarantee that those risk mitigation measures will be effective. effective across all environments, including those operated under shared-responsibility models with certain cloud and SaaS providers.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
As of February 1, 2025, January 31, 2026, we had a total of $4.1 $4.5 billion debt outstanding, which consisted of $3.5 billion of senior notes outstanding and $590.6 million outstanding under our 2026 Term Loan. outstanding.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
Moreover, while Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and the current armed conflict in Israel and the Gaza Strip Middle East is not currently expected to have a material impact on us, we are unable to predict the full impact this conflict will have on us or our operations in Israel due to impacts on the supply chain, global and domestic economies, interest rates and stock markets.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
For example, we are subject to risks related to Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization and the current armed conflict in Israel and the Gaza Strip. Middle East.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
While we are not currently generally subject to additional significant taxes under the IRA, if it is possible that in the future, we become subject to these taxes, it future they could significantly affect our financial results, including our earnings and cash flows.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedRisk Factors
We typically do not enter into employment agreements with any of our key personnel and the The loss of such personnel employees could harm our business, as their knowledge of our business and industry would be extremely difficult to replace.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. During the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
Subsequent to our fiscal 2026 year end, on February 2, 2026, we completed the previously announced acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic FabricTM technology platform purpose-built for next-generation scale-up interconnect. The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers. At acquisition close, we paid approximately $1.3 billion in cash (or $1.0 billion, net of cash acquired of approximately $300.0 million) and issued approximately 24.5 million shares of our common stock. Contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
Subsequent to our fiscal 2026 year end, on February 10, 2026, we completed the previously announced acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced PCIe and CXL switching silicon, which expands our switching portfolio and augments our Ultra Accelerator Link (“UALinkTM”) scale-up switch team. At acquisition close, we paid approximately $280.0 million in cash and issued approximately 2.1 million shares of our common stock.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
We continue to monitor the environment for potential long-term impact on supply and demand from tariffs.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
On May 1, 2025, we received notification that our application for government incentives in a foreign jurisdiction in which we operate had been approved by the necessary government agencies. For the duration of the incentive period from February 2, 2025, through February 1, 2030, qualifying expenditures and certain qualifying purchases will result in the generation of credits that will reduce qualifying cost of sales and operating expenses by the incentives earned, and the credits may be used to offset income taxes payable or be refunded in cash. We believe there is reasonable assurance that we will meet the conditions of the incentive agreement and that the credits will ultimately be received and thus have recognized benefits associated with qualifying expenditures incurred in the current fiscal year.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
Ultimate realization of the incentives is subject to satisfying certain minimum investment levels over the course of the incentive period and government agency reviews and audits of qualifying expenditures. We cannot guarantee that we will achieve the agreed upon investment levels over the incentive period and any failure to meet these investment levels or any change in the current law or government regulations may result in a clawback of some or all of the incentives and a corresponding reversal of any benefit recognized.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025. The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including domestic research cost expensing, 100% bonus depreciation and makes modifications to the U.S. International tax framework. Our tax provision for the January 31, 2026 period includes the impact of the 2025 Tax Act. We will continue to evaluate the impact of the 2025 Tax Act on our income taxes.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
We are subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which we operate. As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%. On January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the “side-by-side system” that exempts U.S. parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule. The OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026. The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable. We evaluate the recoverability of these assets, weighing all positive and negative evidence, and provide or maintain a valuation allowance for these assets if it is more likely than not that some, or all, of the deferred tax assets will not be realized. If negative evidence exists, sufficient positive evidence is necessary to support a conclusion that a valuation allowance is not needed. We consider all available evidence such as our earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in our judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect our income tax provision, in the period of such change in judgment.
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
We also continue to evaluate potential changes to our legal structure in response to guidelines and requirements in various international tax jurisdictions where we conduct business. Additionally, see the information in Part I, Item 1A, “Risk Factors” under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
On June 30, 2025, we completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5-year term due in 2030 (“2030 Senior Notes”) and (ii) $500.0 million of Senior Notes with a 10-year term due in 2035 (“2035 Senior Notes”).
Read it in 10-K 2026-03-11 at sec.gov ↗
AddedMD&A
On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. In the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.
Read it in 10-K 2026-03-11 at sec.gov ↗
RemovedMD&A
We are currently in negotiation for such incentives with a governmental agency, and if agreement is reached, the incentive could have a significant effect on our operating results beginning in fiscal 2026 and continuing for the duration of the agreed-upon incentive period.
Read it in 10-K 2025-03-12 at sec.gov ↗
RemovedMD&A
Several countries in which we operate have enacted, or have committed to enact, legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime. The enacted legislation did not have a significant effect on our provision for income taxes for fiscal 2025. However, Singapore has enacted legislation based on the Pillar Two tax framework, including a 15% minimum top up tax, for years beginning on or after January 1, 2025. This legislation is effective for us in fiscal 2026 and could significantly affect our provision for income taxes beginning in fiscal 2026. Additionally, please see the information in Part I, Item 1A, “Risk Factors” under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”
Read it in 10-K 2025-03-12 at sec.gov ↗
RewordedMD&A
We had a net loss income of $885.0 million $2.7 billion adjusted for the following non-cash items: gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of $1.1 billion, $942.0 million, stock-based compensation expense of $597.4 million, restructuring related impairment charges of $528.8 $590.8 million, depreciation and amortization of $304.3 $348.6 million, deferred income tax benefit of $111.9 million $42.2 million, restructuring related gains of $14.0 million, and $65.9 $109.5 million net loss from other non-cash items.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Net cash used in financing activities of $1.4 $2.2 billion in fiscal 2025 2026 was primarily attributable to $725.0 million $2.0 billion repurchases of common stock, $274.9 $790.6 million repayment of debt principal, $240.7 million for tax withholding tax paid payments on behalf of employees for net share settlement, $207.5 settlements, $205.1 million for payment for our quarterly dividends, $153.6 and $128.3 million payments for on technology license obligations, and $109.4 million repayment of debt principal. obligations.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Cash inflow outflow from working capital of $129.1 million $1.1 billion for fiscal 2025 2026 was primarily driven by a decrease increases in accounts receivable, inventories, and prepaid expenses and other assets, partially offset by increases in accounts payable, accrued employee compensation, and accrued liabilities and other non-current liabilities, partially offset by an increase in inventories. and accounts payable.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Interest and Other Loss, Income (Loss), NetYear Ended January 31, February 1, February 3, % Change 2026 2025 2024 in fiscal 2025 2026 (in millions, except percentages) Interest expense $ (202.6) $ (189.4) $ (211.7) (10.5)% 7.0% Interest income and other, net 1,926.3 15.0 20.7 (27.5)% * Interest and other loss, income (loss), net $ 1,723.7 $ (174.4) $ (191.0) (8.7)% * % of net revenue 21.1 % (3.0) % (3.4) %
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Research and development 25.3 33.9 34.4 Selling, general and administrative 9.4 13.8 15.1 Restructuring related charges charges, net 0.2 6.1 2.4 Total operating expenses 34.9 53.8 51.9 Operating loss income (loss) 16.1 (12.5) (10.3) Interest and other loss, income (loss), net 21.1 (3.0) (3.4) Loss Income (loss) before income taxes 37.2 (15.5) (13.7) Provision (benefit) for income taxes 4.6 (0.2) 3.2 Net loss income (loss) 32.6% (15.3)% (16.9)%
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Stock-based compensation under selling, general and administrative decreased by $21.9 million, and research and development and cost of goods sold decreased increased by $15.5 $13.4 million and $1.8 $1.9 million, respectively, and stock-based compensation under selling, general and administrative increased by $4.9 million. respectively.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
As of February 1, 2025, January 31, 2026, we had total borrowings outstanding of $4.1 $4.5 billion, consisting of $3.5 billion of senior notes outstanding and $590.6 outstanding, of which $499.8 million outstanding under the 2026 Term Loan. are due within twelve months.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Cost of Goods Sold and Gross ProfitYear Ended January 31, February 1, February 3, % Change 2026 2025 2024 in fiscal 2025 2026 (in millions, except percentages) Cost of goods sold $ 4,013.9 $ 3,385.1 $ 3,214.1 5.3% 18.6% % of net revenue 49.0 % 58.7 % 58.4 % Gross profit $ 4,180.7 $ 2,382.2 $ 2,293.6 3.9% 75.5% % of net revenue 51.0 % 41.3 % 41.6 %
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
In addition, Additionally, following a period of inventory correction, we have started continued to see demand stabilize revenue recovery in our enterprise networking communication and carrier infrastructure other end markets. market growing significantly compared to fiscal 2025.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
We have seen strong Strong revenue growth from our data center end market, market was driven by robust AI-related demand for our interconnect custom products and custom compute products from AI applications. electro-optics portfolio.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Our cash and cash equivalents were $948.3 million $2.6 billion at February 1, 2025, January 31, 2026, which were $2.5 million lower $1.7 billion higher than our balance at February 3, 2024 1, 2025 of $950.8 $948.3 million.
Read it in 10-K 2026-03-11 at sec.gov ↗
RewordedMD&A
Cost of goods sold in as a percentage of net revenue decreased for fiscal 2025 2026 compared to fiscal 2025, which was impacted by primarily due to impairment charges of $357.9 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during fiscal 2025.
Read it in 10-K 2026-03-11 at sec.gov ↗
