=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-04-15
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Marvell Technology, Inc. (MRVL)
CIK: 0001835632
--- Reporting Owner ---
Name: MURPHY MATTHEW J
CIK: 0001381430
Role: Director, Officer (Chairman of the Board and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-04-15 | Code: S (Open market sale)
Shares: -7,500 | Price: $134.46
Total Value: $1,008,450.00
Shares Owned After: 302,606 | Ownership: D (Direct)
Footnotes:
[F1] Sales were made pursuant to a 10b5-1 Plan adopted by the Reporting Person on December 16, 2025.
[F2] The price reported is a weighted average price rounded to the nearest cent. These shares were sold in multiple transactions at prices rounded to the nearest cent and ranging from $132.03 to $137.99, inclusive. The reporting person undertakes to provide Marvell Technology, Inc. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
[Transaction #2]
Security: Common Stock
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: +11,039 | Price: $0.00
Shares Owned After: 313,645 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock
Date: 2026-04-15 | Code: F (Payment of exercise/tax)
Shares: -5,813 | Price: $134.60
Total Value: $782,429.80
Shares Owned After: 307,832 | Ownership: D (Direct)
Footnotes:
[F3] Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units.
[Transaction #4]
Security: Common Stock
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: +6,969 | Price: $0.00
Shares Owned After: 314,801 | Ownership: D (Direct)
[Transaction #5]
Security: Common Stock
Date: 2026-04-15 | Code: F (Payment of exercise/tax)
Shares: -3,670 | Price: $134.60
Total Value: $493,982.00
Shares Owned After: 311,131 | Ownership: D (Direct)
Footnotes:
[F3] Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units.
[Transaction #6]
Security: Common Stock
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: +8,408 | Price: $0.00
Shares Owned After: 319,539 | Ownership: D (Direct)
[Transaction #7]
Security: Common Stock
Date: 2026-04-15 | Code: F (Payment of exercise/tax)
Shares: -4,427 | Price: $134.60
Total Value: $595,874.20
Shares Owned After: 315,112 | Ownership: D (Direct)
Footnotes:
[F3] Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units.
[Transaction #8]
Security: Common Stock
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: +306,128 | Price: $0.00
Shares Owned After: 621,240 | Ownership: D (Direct)
[Transaction #9]
Security: Common Stock
Date: 2026-04-15 | Code: F (Payment of exercise/tax)
Shares: -161,179 | Price: $134.60
Total Value: $21,694,693.40
Shares Owned After: 460,061 | Ownership: D (Direct)
Footnotes:
[F4] Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.
[Transaction #10]
Security: Common Stock
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: +605,780 | Price: $0.00
Shares Owned After: 1,065,841 | Ownership: D (Direct)
[Transaction #11]
Security: Common Stock
Date: 2026-04-15 | Code: F (Payment of exercise/tax)
Shares: -318,944 | Price: $134.60
Total Value: $42,929,862.40
Shares Owned After: 746,897 | Ownership: D (Direct)
Footnotes:
[F4] Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-04-15 | Code: A (Grant or award)
Shares: +73,437 | Price: $0.00
Shares Owned After: 73,437 | Ownership: D (Direct)
Footnotes:
[F5] Each restricted stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F6] The restricted stock units shall vest in equal quarterly installments over a three-year period and were granted pursuant to the annual equity grant program.
[F6] The restricted stock units shall vest in equal quarterly installments over a three-year period and were granted pursuant to the annual equity grant program.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: -11,039 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F5] Each restricted stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F7] This award fully vested on April 15, 2026.
[F7] This award fully vested on April 15, 2026.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: -6,969 | Price: $0.00
Shares Owned After: 27,875 | Ownership: D (Direct)
Footnotes:
[F5] Each restricted stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F8] The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027 and April 15, 2027.
[F8] The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027 and April 15, 2027.
[Transaction #4]
Security: Restricted Stock Units
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: -8,408 | Price: $0.00
Shares Owned After: 67,270 | Ownership: D (Direct)
Footnotes:
[F5] Each restricted stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F9] The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028 and April 15, 2028.
[F9] The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028 and April 15, 2028.
[Transaction #5]
Security: Performance Stock Units
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: -306,128 | Price: $0.00
Shares Owned After: 451,342 | Ownership: D (Direct)
Footnotes:
[F10] Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F11] This performance stock unit award included stock price and total stockholder return-based performance criteria and was structured in four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier applicable to the award. The performance conditions for the $60 tranche, the $80 tranche, and the $100 tranche were certified on August 22, 2023, December 5, 2024, and January 24, 2025, respectively. As a result, the three certified tranches became subject to a service-based vesting condition pursuant to which 50% of the shares vested on April 15, 2026 and 50% of the shares will vest on April 15, 2028 (subject to continued service to the company). The performance criteria for the remaining tranche tied to the $120 stock price target have not yet been satisfied.
[F11] This performance stock unit award included stock price and total stockholder return-based performance criteria and was structured in four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier applicable to the award. The performance conditions for the $60 tranche, the $80 tranche, and the $100 tranche were certified on August 22, 2023, December 5, 2024, and January 24, 2025, respectively. As a result, the three certified tranches became subject to a service-based vesting condition pursuant to which 50% of the shares vested on April 15, 2026 and 50% of the shares will vest on April 15, 2028 (subject to continued service to the company). The performance criteria for the remaining tranche tied to the $120 stock price target have not yet been satisfied.
[Transaction #6]
Security: Performance Stock Units
Date: 2026-04-15 | Code: M (Exercise of derivative)
Shares: -605,780 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F10] Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
[F12] Reflects the number of shares earned with respect to performance stock units that fully vested on April 15, 2026. The achievement levels of the performance metrics applicable to the award and the number of shares earned based on such results were certified on April 15, 2026.
[F12] Reflects the number of shares earned with respect to performance stock units that fully vested on April 15, 2026. The achievement levels of the performance metrics applicable to the award and the number of shares earned based on such results were certified on April 15, 2026.
--- Footnotes (Complete Index) ---
F1: Sales were made pursuant to a 10b5-1 Plan adopted by the Reporting Person on December 16, 2025.
F10: Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
F11: This performance stock unit award included stock price and total stockholder return-based performance criteria and was structured in four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier applicable to the award. The performance conditions for the $60 tranche, the $80 tranche, and the $100 tranche were certified on August 22, 2023, December 5, 2024, and January 24, 2025, respectively. As a result, the three certified tranches became subject to a service-based vesting condition pursuant to which 50% of the shares vested on April 15, 2026 and 50% of the shares will vest on April 15, 2028 (subject to continued service to the company). The performance criteria for the remaining tranche tied to the $120 stock price target have not yet been satisfied.
F12: Reflects the number of shares earned with respect to performance stock units that fully vested on April 15, 2026. The achievement levels of the performance metrics applicable to the award and the number of shares earned based on such results were certified on April 15, 2026.
F2: The price reported is a weighted average price rounded to the nearest cent. These shares were sold in multiple transactions at prices rounded to the nearest cent and ranging from $132.03 to $137.99, inclusive. The reporting person undertakes to provide Marvell Technology, Inc. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
F3: Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units.
F4: Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.
F5: Each restricted stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
F6: The restricted stock units shall vest in equal quarterly installments over a three-year period and were granted pursuant to the annual equity grant program.
F7: This award fully vested on April 15, 2026.
F8: The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027 and April 15, 2027.
F9: The remaining restricted stock units shall vest on July 15, 2026, October 15, 2026, January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028 and April 15, 2028.
--- Signature ---
/s/ /s/ Matthew J. Murphy, by Blair Walters as Attorney-in-Fact (2026-04-16)
