Other Information
−Removed: (c) During the quarter ended November 2, 2024, the following trading plans were adopted or terminated by an executive officer or director of the Company:
+Added: (c) Trading Plans
+Added: In the first quarter of fiscal 2026, the following trading plans intended to satisfy the Rule 10b5-1 affirmative defense pursuant to Item 408(a)(1) of Regulation S-K were adopted or terminated by an executive officer or director of the Company:
Name Title Adopted or Terminated Adoption/Termination Date Plan Start Date Plan End Date Transactions Shares (1)(2)
−Removed: Murphy Chairman, President and Chief Executive Officer Terminated 10/11/2024 9/16/2024 9/12/2025 Sales 72,000
−Removed: Mark Casper Chief Legal Officer Adopted 10/17/2024 1/17/2025 (3)
+Added: Murphy Chairman, President and Chief Executive Officer Adopted
3/12/2025 6/16/2025 3/18/2026 Sales 50,000
+Added: Raghib Hussain
+Added: President, Products and Technologies
+Added: 3/20/2025 4/21/2025 12/31/2026 Sales 200,000
+Added: Raghib Hussain
+Added: President, Products and Technologies
+Added: 3/20/2025 6/20/2025 12/31/2026 Sales 316,024
(1) Vesting of future performance shares are estimated based on target achievement.
(2) If the plan covers "net" vested shares, then the current tax rate has been applied.
−Removed: (3) After internal review of Mr.
−Removed: Casper’s two trading plans, we have determined that the new plan dated October 17, 2024 and the old plan dated January 19, 2024 will not overlap.
+Added: (3) Prior plan modified to add 116,024 options prior to option expiration date.
+Added: As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr.
+Added: Hussain resigned from his position with the Company effective as of May 2, 2025.
+Added: Adoption of Executive Retirement Program (disclosure in lieu of disclosure on Form 8-K item 5.02(e))
+Added: On May 28, 2025, the Company adopted a Retirement Program (the “Retirement Program”), to provide Eligible Executives (as defined below) with consistent treatment upon their voluntary termination of employment due to retirement that recognizes their valuable contributions towards creating stockholder value as senior leaders of the Company.
+Added: The Retirement Program also aims to create a common framework to provide standardized treatment and benefits for Eligible Executives nearing retirement age and to ensure efficient and effective departure and succession planning.
+Added: “Eligible Executive” means the Chief Executive Officer or an employee at the Executive Vice President level (or higher) of the Company.
+Added: Eligibility under the Retirement Program is generally based on a “Rule of 65” requiring (i) the Eligible Executive (1) has reached the age of fifty-five (55);
+Added: and (2) has completed a minimum of five (5) years of service with the Company;
+Added: and (ii) the sum of the Eligible Executive’s age and years of service equals not less than 65 as of the date of retirement.
+Added: Benefits under the Retirement Program include payment of a pro-rata portion of the executive’s target bonus for the current fiscal year, continued vesting of a portion of their outstanding unvested equity awards, and continued health benefit coverage for the Eligible Executive and their spouse until the earlier of:
+Added: attainment by the Eligible Executive or spouse of the age of 65, for the spouse only if the spouse attains the age of 65 prior to the Eligible Executive, or the date the Eligible Executive or spouse becomes eligible for group health plan coverage from another employer.
+Added: The retirement benefits are contingent upon certain conditions, including the Eligible Executive delivering an effective release of claims against the Company.
+Added: No named executive officers of the Company are currently eligible for retirement benefits under the Retirement Program.
Item Form File Number Incorporated by
56 unchanged sentences
8-K 000-30877 10.1 12/8/2020
−Removed: 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
+Added: First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent
8-K 001-40357 10.2 4/17/2023
13 unchanged sentences
10-K 000-30877 10.3.11 3/29/2018
+Added: Updated Election Deferral Form
+Added: 10.5.2.1 3/12/2025
Amended and restated form of stock unit agreement under the 1995 Stock Option Plan
−Removed: Filed herewith
−Removed: Form of Relative TSR RSU Grant Notice as amended March 2022
10-Q 001-40357 10.5.3
+Added: Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025
+Added: Filed herewith
Form of Relative TSR and EPS RSU Grant Notice
9 unchanged sentences
10-K 001-40357 10.8.1 3/9/2023
−Removed: Amended and restated form of subscription agreement under the 2000
−Removed: Filed herewith
+Added: Amended and restated form of subscription agreement under the 2000 ESPP
+Added: 10-Q 001-40357 10.6.1
Offer Letter between the Marvell and Matthew J.
16 unchanged sentences
Fiscal 202 6 Named Executive Officer Compensation
−Removed: 10-Q 001-40357
−Removed: 10.13 5/31/2024
+Added: Filed herewith
Marvell Technology Inc.
5 unchanged sentences
10-K 001-40357 10.29 3/9/2023
−Removed: Offer Letter between Marvell and Raghib Hussain
−Removed: 10-Q 000-30877 10.3 9/12/2018
Innovium, Inc.
1 unchanged sentence
S-8 333-260060 4.1 10/5/2021
+Added: Offer Letter for the Chief Legal Officer
Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc.
1 unchanged sentence
and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
−Removed: Offer Letter for the Chief Legal Officer
+Added: Non-Qualified Deferred Compensation Plan
+Added: 10.21 3/12/2025
+Added: Insider Trading Prohibition Policy and Guidelines
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
23 unchanged sentences
MARVELL TECHNOLOGY, INC.
−Removed: December 4, 2024
/ S / WILLEM MEINTJES
3 unchanged sentences
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.