Marvell Technology, Inc. 10-Q

Item 5. Other Information (c) Trading Plans 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) Officers Matthew J. Murphy Chairman, President and Chief Executive Officer Adopted 3/12/2025 6/16/2025 3/18/2026 Sales 50,000 Raghib Hussain President, Products and Technologies Terminated 3/20/2025 4/21/2025 12/31/2026 Sales 200,000 Raghib Hussain President, Products and Technologies Adopted (3) 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. (3) Prior plan modified to add 116,024 options prior to option expiration date. As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr. Hussain resigned from his position with the Company effective as of May 2, 2025. Adoption of Executive Retirement Program (disclosure in lieu of disclosure on Form 8-K item 5.02(e)) 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. 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. “Eligible Executive” means the Chief Executive Officer or an employee at the Executive Vice President level (or higher) of the Company. 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); and (2) has completed a minimum of five (5) years of service with the Company; 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. 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: 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. The retirement benefits are contingent upon certain conditions, including the Eligible Executive delivering an effective release of claims against the Company. No named executive officers of the Company are currently eligible for retirement benefits under the Retirement Program. 60 Table of Contents Item 6. Exhibits Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC 2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. 8-K 000-30877 2.1 10/30/2020 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 3.1 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. 8-K 001-40357 3.1 3/15/2023 3.2 Amended and Restated Bylaws of Marvell Technology, Inc. 8-K 001-40357 3.2 4/20/2021 4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 4/12/2021 4.2 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 4/12/2021 4.3 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) 8-K 000-30877 4.3 4/12/2021 4.5 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 000-30877 4.4 4/12/2021 4.6 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2) 8-K 000-30877 4.5 4/12/2021 4.7 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 5/4/2021 4.8 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2) 8-K 001-40357 4.3 5/4/2021 4.9 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 001-40357 4.4 5/4/2021 4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee 8-K 001-40357 4.1 9/18/2023 4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) 8-K 001-40357 4.2 9/18/2023 4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1) 8-K 001-40357 4.3 9/18/2023 4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. 8-K 000-30877 4.1 6/22/2018 61 Table of Contents 4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee 8-K 000-30877 4.2 6/22/2018 4.15 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association 8-K 000-30877 4.1 4/19/2021 4.16 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 10-K 001-40357 4.12 3/9/2023 10.1 Form of Indemnification Agreement 8-K 001-40357 10.1 4/20/2021 10.2** 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 JPMorgan Chase Bank, N.A., as the Administrative Agent 8-K 000-30877 10.1 12/8/2020 10.3.1 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 10.3.2 Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement. 10-Q 001-40357 10.3.2 12/1/2023 10.4.1** 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 10.4.2 First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement 10-Q 001-40357 10.4.2 12/1/2023 10.5# Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021) S-8 333-255384 4.1 4/20/2021 10.5.1# Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013) 8-K 000-30877 10.2 9/26/2013 10.5.2# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan 10-K 000-30877 10.3.11 3/29/2018 10.5.2.1# Updated Election Deferral Form 10-K 001-40357 10.5.2.1 3/12/2025 10.5.3.1# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan 10-Q 001-40357 10.5.3 12/4/2024 62 Table of Contents 10.5.3.2# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025 Filed herewith 10.5.4# Form of Relative TSR and EPS RSU Grant Notice 10-Q 001-40357 10.7.8 5/27/2022 10.5.5# Form of Relative TSR and EPS RSU Grant Notice December 2022 10-K 001-40357 10.7.9 3/9/2023 10.5.6# Form of Relative TSR and EPS RSU Grant Notice April 2024 10-Q 001-40357 10.5.7 5/31/2024 10.5.7# ** Special Equity Grant Agreement as approved March 2023 10-Q 001-40357 10.7.11 5/26/2023 10.6# Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022) 10-K 001-40357 10.8.1 3/9/2023 10.6.1# Amended and restated form of subscription agreement under the 2000 ESPP 10-Q 001-40357 10.6.1 12/4/2024 10.7# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.7.1# Severance Agreement with Matt Murphy as amended March 2023 10-Q 001-40357 10.9.1 5/26/2023 10.8# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.1 12/4/2019 10.9# Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.5 12/4/2019 10.10# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.4 12/4/2019 10.11# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020 S-8 333-255384 4.10 4/20/2021 10.12# Offer letter with Chris Koopmans 10-Q 000-30877 10.4 9/8/2016 10.13# Fiscal 202 6 Named Executive Officer Compensation Filed herewith 10.14# Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023 10-Q 001-40357 10.21 8/25/2023 10.15 Warrant to Purchase Common Shares of Marvell dated June 5, 2019 8-K 000-30877 99.1 6/5/2019 10.16# Promotion to CFO Letter for Willem Meintjes 10-K 001-40357 10.29 3/9/2023 10.17# Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) S-8 333-260060 4.1 10/5/2021 10.18# Offer Letter for the Chief Legal Officer 10-K 001-40357 10.23 3/13/2024 10.19 Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein 8-K 001-40357 1.1 9/18/2023 63 Table of Contents 10.20# Non-Qualified Deferred Compensation Plan 10-K 001-40357 10.21 3/12/2025 19 Insider Trading Prohibition Policy and Guidelines 10-K 001-40357 19 3/12/2025 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer Filed herewith 32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer Filed herewith 32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer Filed herewith 97 Rule 10D-1 Clawback Policy 10-K 001-40357 97 3/13/2024 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 The cover page for this Form 10-Q, formatted in Inline XBRL (included in Exhibit 101) Filed herewith # Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate. * The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. ** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request. 64 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARVELL TECHNOLOGY, INC. Date: May 30, 2025 By: / S / WILLEM MEINTJES Willem Meintjes Chief Financial Officer (Principal Financial Officer) 65