Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of unregistered equity securities during the three months ended October 29, 2022.
+Added: There were no sales of unregistered equity securities during the three months ended April 29, 2023.
Issuer Purchases of Equity Securities
−Removed: We resumed our stock repurchase program in the first quarter of fiscal 2023, which had been temporarily suspended in fiscal 2021 to preserve cash during the COVID-19 pandemic.
−Removed: The following table presents details of our stock repurchases during the three months ended October 29, 2022 (in millions, except per share data):
−Removed: Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
−Removed: July 31, 2022 to August 27, 2022 — $ — — $ 499.5
−Removed: August 28, 2022 to September 24, 2022 0.2 $ 42.79 0.2 $ 489.5
−Removed: September 25, 2022 to October 29, 2022 0.9 $ 43.63 0.9 $ 449.5
−Removed: Total 1.1 $ 43.46 1.1
−Removed: (1) The monthly periods presented above for the three months ended October 29, 2022, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
−Removed: (2) On November 17, 2016, we announced that our Board of Directors had authorized a $1.0 billion stock repurchase plan with no fixed expiration.
−Removed: On October 16, 2018, we announced that our Board of Directors authorized a $700.0 million addition to the balance of our existing stock repurchase plan.
−Removed: Our existing stock repurchase program had approximately $304.0 million of repurchase authority remaining as of October 16, 2018 prior to the approved addition.
−Removed: We intend to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.
−Removed: The stock repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of shares of our common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.
+Added: We did not purchase any shares of our common stock during the three months ended April 29, 2023.
+Added: We have $449.5 million of repurchase authority remaining under our current stock repurchase program.
+Added: Our stock repurchase program is subject to market conditions, legal restrictions and regulations, and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.
Item Form File Number Incorporated by
8 unchanged sentences
10-Q 000-30877 2.1 9/4/2019
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
+Added: 3.1 Sec ond Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
8-K 001-40357 3.1 3/15/2023
1 unchanged sentence
8-K 001-40357 3.2 4/20/2021
−Removed: 4.1 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee
−Removed: 8-K 001-40357 4.1 4/21/2021
−Removed: 4.2 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-40357 4.2 4/21/2021
4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc.
17 unchanged sentences
8-K 001-40357 4.4 5/4/2021
+Added: 4.10 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association), as trustee.
+Added: 8-K 000-30877 4.1 6/22/2018
+Added: 4.11 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association), as trustee
+Added: 8-K 000-30877 4.2 6/22/2018
4.12 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd.
1 unchanged sentence
8-K 000-30877 4.1 4/19/2021
+Added: 4.12 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended
+Added: 10-K 001-40357 4.12 3/9/2023
10.1 Form of Indemnification Agreement
2 unchanged sentences
8-K 000-30877 10.1 12/8/2020
−Removed: 10.3** Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent
+Added: 10.3 First Amendment to Credit Agreement, dated as of April 14, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation , the LENDERS party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent
8-K 001-40357 10.2 4/17/2023
−Removed: 10.4** Amendment No.
−Removed: 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent
+Added: 10.4** Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc.., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent.
8-K 001-40357 10.1 4/17/2023
25 unchanged sentences
10-Q 001-40357 10.7.8# 5/27/2022
−Removed: 10.8# Marvell Technology, Inc.
+Added: 10.7.9# Form of Relative TSR and EPS RSU Grant Notice December 2022
+Added: 10-K 001-40357 10.7.9 3/9/2023
+Added: 10.7.10# Form of Relative TSR and EPS RSU Grant Notice April 2023
+Added: Filed herewith
+Added: 10.7.11# ** Special Equity Grant Agreement as approved March 2023
+Added: Filed herewith
+Added: 10.8# Amended and R estated Marvell Technology, Inc.
2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022 )
−Removed: DEF 14A 001-40357 Appendix A 5/6/2022
−Removed: 10.8.1# Marvell Technology Group Ltd.
−Removed: 2000 Employee Stock Purchase Plan, as Amended and Restated (now named the Marvell Technology, Inc.
−Removed: 2000 Employee Stock Purchase Plan, as Amended and Restated) Form of Subscription Agreement
−Removed: S-8 333-255384 4.3 4/20/2021
+Added: 10-K 001-40357 10.8.1 3/9/2023
10.8.1# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021
3 unchanged sentences
8-K 000-30877 10.1 6/20/2016
−Removed: 10.9.1# Severance Agreement with Matt Murphy as amended December 1, 2020
−Removed: 10-Q 000-30877 10.6 12/4/2020
+Added: 10.9.1# Severance Agreement with Matt Murphy as amended March 2023
+Added: Filed herewith
10.10# Cavium, Inc.
19 unchanged sentences
10-Q 001-40357 10.17 6/9/2021
−Removed: 10.18# Offer letter with Nariman Yousefi
−Removed: 10-Q 001-40357 10.18 6/9/2021
10.18# Offer letter with Chris Koopmans
1 unchanged sentence
10.19# Fiscal 202 4 Named Executive Officer Compensation
−Removed: 10-Q 001-40357 10.20# 5/27/2022
−Removed: 10.21# Marvell Technology Group Ltd.
−Removed: Change in Control Severance Plan and Summary Plan Description u pdated June 2020
−Removed: 10-Q 000-30877 10.1 8/28/2020
+Added: Filed herewith
+Added: 10.21# Marvell Technology Inc.
+Added: Change in Control Severance Plan and Summary Plan Description as amended and restated March 2023
+Added: Filed herewith
10.22 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
4 unchanged sentences
10-K 000-30877 10.23 3/28/2017
−Removed: 10.25# Offer Letter between the Company and Jean Hu
+Added: 10.25# Promotion to CFO Letter for Willem Meintje s
10-K 001-40357 10.29 3/9/2023
9 unchanged sentences
S-4 333-260832 4.6 11/5/2021
−Removed: 10.30 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended;
−Removed: S-4 333-251606 12/22/2020
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
22 unchanged sentences
MARVELL TECHNOLOGY, INC.
−Removed: December 2, 2022
−Removed: / S / JEAN HU
+Added: / S / WILLEM MEINTJES
+Added: Willem Meintjes
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.