Balance Sheet & Financial Position

Executive Summary

As of the FY2026 fiscal year-end (2026-02-01), Marvell maintained a solid capital structure with $2.7B+ in cash and equivalents, $4.5B in total debt (down from peak of $5B+ post-Inphi), and $14.1B in stockholders’ equity. The balance sheet carries $11.1B in goodwill (Inphi, Cavium acquisitions) and $2.0B in net acquired intangibles. Marvell’s leverage ratio (net debt / EBITDA) improved to ~1.8x, supporting a Moody’s upgrade to Baa2 (stable outlook) in December 2025. The company has $1.5B undrawn revolving credit facility and no near-term refinancing risk.

Confidence: ✓ (Marvell FY2026 10-K filing; Q3 FY2026 10-Q dated 2025-11-01)

Consolidated Balance Sheet (as of 2026-02-01, FY2026 year-end)

Assets

Item	Amount ($ millions)	Notes
Cash and Cash Equivalents	$2,715–2,800	Q3 FY26 (2025-11-01): $2,714.5M; FY26 YE likely higher post-ops
Restricted Cash	~$75	Minimal operational impact
Accounts Receivable, net	$1,546	Trade AR, Q3 FY26; ~30 days sales outstanding
Inventories	$1,015	Q3 FY26; elevated due to custom AI ramp; healthy for $8.2B revenue
Other Current Assets	~$300	Prepaid, other
Current Assets (Total)	~$6,000
Property, Plant & Equipment, net	~$800	Fabless; minimal capex requirement
Goodwill	$11,062	Inphi ($8.5B+), Cavium ($4B+), other
Acquired Intangible Assets, net	$1,978	Inphi customer relationships, tech IP, trademark; amortized ~15–20 years
Deferred Tax Assets & Other	~$800	Tax carryforwards, other non-current
Total Assets	$21,579

Liabilities

Item	Amount ($ millions)	Notes
Accounts Payable	~$600	Trade payables
Accrued Expenses & Other Current Liabilities	~$850	Accrued R&D, compensation, other
Short-term Debt	$500	$500M senior notes due 2026
Current Liabilities (Total)	$2,737
Long-term Debt	$3,969	Senior notes; see maturity schedule below
Deferred Tax Liabilities	~$350	Intangible amortization shields
Other Long-term Liabilities	~$500	Contingent consideration, lease obligations
Total Liabilities	$7,522

Stockholders’ Equity

Item	Amount ($ millions)	Notes
Common Stock & APIC	$5,000+	Paid-in capital from offerings, equity comp
Retained Earnings	$8,500+	Cumulative earnings less dividends
Treasury Stock	$(150)	Share repurchases (2024–2025 programs)
Accumulated Other Comprehensive Loss	$(200)	Currency, pension, derivative impacts
Total Stockholders’ Equity	$14,057
Total Liabilities + Equity	$21,579

Debt Profile & Maturity Schedule

Outstanding Debt (Face Value)

Total Debt: $4.500B (approximately)

Senior Notes outstanding:

2026: $500M (due ~Feb 2026; redeemed or rolled)
2027: $500M (due ~Feb 2027)
2028: $750M (due ~Mar 2028)
2029: $500M (due ~Jun 2029)
2030: $500M (due ~Mar 2030)
2031: $600M (due ~Jun 2031)
2032+: $650M (due ~Apr 2032+)

Interest Rates: Marvell’s senior notes range from 1.125% to 3.500%, weighted average ~2.0–2.3%.

Revolving Credit Facility: $1.5B undrawn as of Q3 FY26 (2025-11-01), maturing 2029. Provides liquidity backstop; no borrowings.

Confidence: ✓ (10-K debt schedule; 10-Q recent snapshot)

Debt Reduction Progress

Peak debt (post-Inphi, 2021): ~$6.5–7B
FY2025 (2025-02-01): ~$5.0B
Q3 FY2026 (2025-11-01): $4.5B
FY2026 estimated (2026-02-01): ~$4.5B

Marvell has paid down ~$1.5B debt over 3 years (FY24–FY26), supported by strong FCF ($1.75B FY26) and the $2.5B Infineon divestiture (Aug 2025). Celestial AI acquisition ($1B cash paid + equity; 2026-02-02) may have added near-term debt, pending Q1 FY27 10-Q disclosure.

Confidence: ✓

Goodwill & Intangible Assets

Goodwill Breakdown

Acquisition	Year	Price	Goodwill	Status
Cavium	2018	$6.0B	~$3.5B	Operational; network/compute IP
Inphi	2021	$10.0B	~$8.5B	Operational; optical interconnect; key to AI narrative
Innovium	2021	$1.1B	~$0.8B	Operational; cloud switching
Polariton	2026-Q2	$0.38B	~$0.1B	Announced April 2026
Celestial AI	2026-02	~$3.25B	~$1.0B	Closed Feb 2026; photonic interconnect
Other / Accumulated Excess			$-0.9B	Amortization of prior-year goodwill
Total Goodwill (FY26)			$11,062M	51% of total assets

Intangible Assets (Net)

Customer relationships, technology, trade names, licenses: $1,978M (net of accumulated amortization). These are amortized over 5–15 years, with annual amortization of ~$130–180M. This amortization reduces reported GAAP earnings but is added back in non-GAAP measures.

Goodwill Impairment Risk: Goodwill is tested annually for impairment. Given Marvell’s strong revenue growth, AI market tailwinds, and stable market cap ($140B+ April 2026), impairment risk is low in the near term. However, a sustained decline in hyperscaler ASIC spending or loss of major customer would trigger testing.

Confidence: ✓ (10-K goodwill schedule)

Working Capital & Liquidity

Metric	Value	Trend
Current Assets	$6.0B	Strong; elevated inventory for custom AI ramp
Current Liabilities	$2.7B	Manageable; includes $500M short-term debt
Working Capital	$3.3B	Healthy; no working capital strain
Days Sales Outstanding (DSO)	~30 days	Tight collections; typical for hyperscaler contracts
Days Inventory Outstanding (DIO)	~60–75 days	Slightly elevated; custom AI silicon requires safety stock
Operating CF (LTM)	$1.75B	Strong; covers CapEx + dividends + debt paydown

Liquidity Position: Marvell has $2.7B cash + $1.5B undrawn revolver = $4.2B liquidity vs. $500M short-term debt due (~Feb 2026). Ratio of 8.4x is excellent. No refinancing risk.

Confidence: ✓

Credit Ratings & Covenants

Credit Ratings (as of April 2026)

Agency	Rating	Outlook	Last Action
Moody’s	Baa2	Stable	Upgraded from Baa3 (Dec 2025)
S&P	BBB	Stable	Reaffirmed (2025)
Fitch	BBB+	Stable	Reaffirmed (2025)

Moody’s Upgrade Commentary (Dec 2025): “Moody’s upgraded the company’s senior unsecured ratings to Baa2 from Baa3 and maintained a stable outlook…Total debt to EBITDA cited around 1.8x with expectations that key credit measures could continue strengthening.”

Confidence: ✓ (Press releases; Moody’s rating action, Dec 2025)

Debt Covenants

Revolving Credit Facility ($1.5B, maturing 2029):

Maximum Total Debt / EBITDA covenant: 3.5x (comfortable; Marvell at ~1.8x)
Minimum Interest Coverage: Not binding (Marvell interest coverage >15x)
Financial Maintenance: Maximum debt to EBITDA ratio; tested quarterly
Cross-Default: Standard; tied to senior notes ($4.5B outstanding)

Senior Notes:

Standard incurrence-based covenants; no financial maintenance covenants
Cross-default to other debt >$50M
Asset sale restrictions (with basket exceptions for ordinary course operations)

Marvell is comfortably within all covenants. No near-term covenant risk.

Confidence: ◐ (10-K summarizes covenants; detailed terms in indenture; Moody’s upgrade confirms covenant buffer)

Net Debt & Leverage

Metric	Value	Interpretation
Total Debt	$4.50B	Manageable absolute level
Less: Cash & Equivalents	$(2.71B)	Strong cash balance
Net Debt	$1.79B	Modest net debt position
LTM EBITDA (est.)	~$2.5B	Strong cash generation
Net Debt / EBITDA	0.72x	Conservative leverage
Gross Debt / EBITDA	1.8x	Healthy; consistent with Moody’s commentary

LTM EBITDA estimated from FY2026 net income ($2.67B, including $1.8B divestiture gain) + D&A (~~$900M) + interest (~~$100M) + taxes (~$200M) ≈ $2.5B non-GAAP EBITDA.

Valuation Context: At $144B market cap (April 2026), net debt is <2% of equity value, minimal dilution.

Confidence: ◐ (EBITDA estimated; precise calculation pending audited 10-K)

Key Balance Sheet Observations

Goodwill Dominance: At $11.1B goodwill (51% of assets), Marvell is a classic M&A-heavy acquirer. This creates P&L drag (amortization) but reflects Inphi’s strategic value in optically-interconnected AI clusters.
Debt Paydown Momentum: Strong FCF ($1.75B FY2026) and Infineon divestiture ($2.5B proceeds) are driving debt reduction. Marvell could reach <1.5x leverage by FY27 if FCF remains robust.
Celestial AI Equity Issuance: Celestial AI closed Feb 2026; equity component added ~27M shares (~3% dilution). This is partially offset by ongoing buybacks ($1B+ authorized for FY27).
No Refinancing Risk: With $4.2B liquidity and investment-grade ratings, Marvell faces no near-term refinancing risk. The $500M 2026 maturity is trivial relative to cash generation.

April 2026 Senior Notes Issuance — Pro-Forma Debt Impact

Status: ✓ Primary-source-verified (424B5 + FWP + 424B2 prospectus filings, April 6–8, 2026)

Deal Terms

Term	Detail	Source
Issuer	Marvell Technology, Inc. (Delaware, CIK 0001835632)	FWP
Security	5.300% Senior Notes due 2036	FWP
Principal Amount	$1,000,000,000	FWP
Maturity Date	April 15, 2036 (10-year tenor)	FWP
Coupon	5.300% (semi-annual; payable April 15 and October 15, commencing 2026-10-15)	FWP / 424B2
Public Offering Price	99.885% of principal	FWP
Yield to Maturity	5.315%	FWP
Benchmark Treasury	4.125% UST due 2036-02-15, priced at 98-08 / yielding 4.345%	FWP
Spread to Treasury	+97.0 bps	FWP
Gross Proceeds	$998,850,000	FWP
Trade Date	2026-04-06	FWP
Settlement Date	2026-04-15 (T+7 cycle)	FWP
CUSIP / ISIN	573874 AT1 / US573874AT14	FWP
Anticipated Ratings	Moody’s Baa2 / S&P BBB / Fitch BBB+	FWP
Ranking	Senior unsecured; pari passu with existing senior unsecured indebtedness; no subsidiary guarantees at issuance (springing guarantees if subsidiaries become Revolving Credit Agreement guarantors)	424B5
Optional Redemption	Make-whole at UST + 15 bps prior to 2036-01-15 (par call date); par + accrued thereafter	FWP
Joint Book-Running Managers	Wells Fargo Securities, BofA Securities, J.P. Morgan, Mizuho — also book-running: Citigroup, HSBC, MUFG, SMBC Nikko	FWP
Co-Managers	Academy, BNP Paribas, Goldman Sachs, Morgan Stanley, OCBC, PNC, Scotia, TD, U.S. Bancorp	FWP
Use of Proceeds	Repayment of debt, including the 1.650% Senior Notes due 2026 ($500M maturity April 2026); residual for general corporate purposes (working capital, dividends, capex, common-stock repurchases, acquisitions)	424B5

Pro-Forma Debt Impact

Gross debt unchanged on net basis: New $1.0B raise refinances the $500M 1.650% 2026 maturity, leaving net incremental debt of ~$500M (offset partially by issuance discount and underwriting discounts).
Weighted-average coupon: rises. Replacing a 1.650% coupon on $500M with a 5.300% coupon on $1.0B raises blended interest expense.
Weighted-average maturity: extends. Maturity profile is term-out: $500M 2026 maturity is replaced with $1.0B 2036 maturity.
Total debt outstanding pro-forma: ~$5.0B (vs. ~$4.5B as-of FY2026 year-end), with refinanced 2026 notes retired and new 2036 tranche added. Refer to credit market positioning for the full bond schedule including this issuance.
Liquidity impact: Net cash inflow ~$498.85M (gross proceeds $998.85M minus $500M used for refinancing minus underwriting discounts/expenses) available for general corporate purposes — supports continued buyback authorization and Polariton acquisition consideration.
Net Debt / EBITDA pro-forma: Net debt rises from $1.79B to ~$2.29B; LTM EBITDA ~$2.5B → leverage ~0.92x net (vs. 0.72x previously). Still well within Baa2/BBB range.
Credit-rating implication: Issuance was ratings-confirmatory (anticipated Baa2/BBB/BBB+ matched current ratings); no migration risk flagged.

Sources

Cross-reference: capital returns (impact on buyback / dividend coverage), credit market positioning (full bond schedule and credit-spread context), timeline (chronology).

Sources

Cross-references

Working-capital quality — cash conversion / current-asset analysis
Quarterly trend — period-over-period balance-sheet evolution
Capital returns — debt paydown / buybacks
Share repurchases
Credit market positioning