What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-08-29 compared with 2025-05-30 · 30 added, 34 removed, 152 unchanged (30% of the section changed)

1 unchanged sentence

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:

In the second 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)

Murphy Chairman, President and Chief Executive Officer Adopted

Murphy Chairman and Chief Executive Officer

6/13/2025 6/16/2025 3/18/2026 Sales 50,000

Raghib Hussain

President, Products and Technologies

Chairman and Chief Executive Officer

6/13/2025 9/15/2025 3/18/2026 Sales

Raghib Hussain

President, Products and Technologies

Executive Vice President, Chief Legal Officer and Secretary

6/26/2025 1/17/2025 12/31/2025 Sales

(1) Vesting of future performance shares are estimated based on target achievement.

Willem Meintjes

Chief Financial Officer

7/18/2025 10/17/2025 10/15/2026 Sales

(1) Vesting of any 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.

Item Form File Number Incorporated by

39 unchanged sentences

8-K 001-40357 4.3 9/18/2023

4.13 Fourth Supplemental Indenture, dated as of June 30, 2025, between Marvell Technology, Inc.

Bank Trust Company, National Association (successor in interest to U.S.

Bank National Association), as trustee

4.1 6/30/2025

4.14 Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)

4.2 6/30/2025

4.15 Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)

4.3 6/30/2025

4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.

13 unchanged sentences

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

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

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.

001-40357 10.3.2

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.

Second Amended and Restated Revolving Credit Agreement , dated as of June 30 , 2025 , among Marvell Technology, Inc., the lenders party thereto, and Bank of America, N.A., as the Administrative Agent

8-K 001-40357 10.1

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

001-40357 10.4.2

Marvell Technology Group Ltd.

11 unchanged sentences

Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025

Filed herewith

10-Q 001-40357 10.5.3.2 5/30/2025

Form of Relative TSR and EPS RSU Grant Notice

6 unchanged sentences

10-Q 001-40357 10.7.11 5/26/2023

Form of Grant Notice for Restricted Stock Unit s under the 1995 S tock Option Plan

Filed herewith

Form of Special Equity Awar d Relative TSR and EPS RSU Grant Notice J uly 2025

Filed herewith

Amended and Restated Marvell Technology, Inc.

20 unchanged sentences

10-Q 000-30877 10.4 9/8/2016

Fiscal 202 6 Named Executive Officer Compensation

Filed herewith

Fiscal 2026 Named Executive Officer Compensatio n

Marvell Technology Inc.

Change in Control Severance Plan and Summary Plan Description as amended and restated June 202 5

10-Q 001-40357 10.21 8/25/2023

Filed herewith

10.13 Warrant to Purchase Common Shares of Marvell dated June 5, 2019

11 unchanged sentences

10.21 3/12/2025

Underwriting Agreement, dated June 23, 2025, among Marvell Technology, Inc.

Morgan Securities LLC, BofA Securities, Inc.

and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

S enior Executive Ret i remen t Program dated May 28, 2025

Filed herewith

Insider Trading Prohibition Policy and Guidelines

24 unchanged sentences

MARVELL TECHNOLOGY, INC.

August 29, 2025

/ 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.

What changed 10-Q

Item 5. Other Information