A Dark Vector Cognition product

Item 5. Other Information

38K characters. Original on sec.gov ·

Item 5. Other Information

(c) Trading Plans

In the third 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:

NameTitleAdopted or TerminatedAdoption/Termination DatePlan Start DatePlan End DateTransactionsShares (1)(2)
Officers
Matthew J. MurphyChairman and Chief Executive OfficerTerminated9/11/20259/15/20253/18/2026Sales50,000
Matthew J. MurphyChairman and Chief Executive OfficerAdopted9/12/202512/15/20256/17/2026Sales50,000
Matthew J. MurphyChairman and Chief Executive OfficerTerminated9/24/202512/15/20256/17/2026Sales50,000
Sandeep BharathiPresident, Data Center GroupTerminated9/24/202510/16/20251/23/2026Sales36,460
Willem MeintjesChief Financial OfficerTerminated9/24/202510/17/202510/15/2026Sales33,000

(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.

Item 6. Exhibits
Exhibit No.ItemFormFile NumberIncorporated by Reference from Exhibit NumberFiled 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-K000-308772.110/30/2020
2.2Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 20178-K000-308772.111/20/2017
2.3Asset Purchase Agreement between Marvell and NXP dated May 29, 201910-Q000-308772.19/4/2019
3.1Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.8-K001-403573.13/15/2023
3.2Amended and Restated Bylaws of Marvell Technology, Inc.8-K001-403573.24/20/2021
4.1Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K000-308774.14/12/2021
4.2First 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 trustee8-K000-308774.24/12/2021
4.3Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)8-K000-308774.34/12/2021
4.5Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K000-308774.44/12/2021
4.6Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)8-K000-308774.54/12/2021
4.7Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K001-403574.25/4/2021
4.8Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)8-K001-403574.35/4/2021
4.9Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K001-403574.45/4/2021
4.10Third 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 trustee8-K001-403574.19/18/2023
4.11Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)8-K001-403574.29/18/2023
4.12Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)8-K001-403574.39/18/2023
4.13Fourth Supplemental Indenture, dated as of June 30, 2025, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee8-K001-403574.16/30/2025
4.14Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)8-K001-403574.26/30/2025
4.15Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)8-K001-403574.36/30/2025
4.13Base 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 trustee8-K000-308774.16/22/2018
4.14First 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 trustee8-K000-308774.26/22/2018
4.15Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association8-K000-308774.14/19/2021
4.16The 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 amended10-K001-403574.123/9/2023
10.1Form of Indemnification Agreement8-K001-4035710.14/20/2021
10.2**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 Agent8-K001-4035710.16/30/2025
10.3#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-8333-2553844.14/20/2021
10.3.1#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-K000-3087710.29/26/2013
10.3.2#Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan10-K000-3087710.3.113/29/2018
10.3.2.1#Updated Election Deferral Form10-K001-4035710.5.2.13/12/2025
10.3.3#Amended and restated form of stock unit agreement under the 1995 Stock Option Plan10-Q001-4035710.5.312/4/2024
10.3.4#Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 202510-Q001-4035710.5.3.25/30/2025
10.3.5#Form of Relative TSR and EPS RSU Grant Notice10-Q001-4035710.7.85/27/2022
10.3.6#Form of Relative TSR and EPS RSU Grant Notice December 202210-K001-4035710.7.93/9/2023
10.3.7#Form of Relative TSR and EPS RSU Grant Notice April 202410-Q001-4035710.5.75/31/2024
10.3.8# **Special Equity Grant Agreement as approved March 202310-Q001-4035710.7.115/26/2023
10.3.9#Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan10-Q001-4035710.3.98/29/2025
10.3.10#Form of Special Equity Award Relative TSR and EPS RSU Grant Notice July 202510-Q001-4035710.3.108/29/2025
10.4#Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)10-K001-4035710.8.13/9/2023
10.4.1#Amended and restated form of subscription agreement under the 2000 ESPP10-Q001-4035710.6.112/4/2024
10.5#Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B8-K000-3087710.16/20/2016
10.5.1#Severance Agreement with Matt Murphy as amended March 202310-Q001-4035710.9.15/26/2023
10.6#Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.112/4/2019
10.7#Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.512/4/2019
10.8#Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.412/4/2019
10.9#Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020S-8333-2553844.104/20/2021
10.10#Offer letter with Chris Koopmans10-Q000-3087710.49/8/2016
10.11#Fiscal 2026 Named Executive Officer Compensation10-Q001-4035710.135/30/2025
10.12#Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 202510-Q001-4035710.128/29/2025
10.13Warrant to Purchase Common Shares of Marvell dated June 5, 20198-K000-3087799.16/5/2019
10.14#Promotion to CFO Letter for Willem Meintjes10-K001-4035710.293/9/2023
10.15#Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)S-8333-2600604.110/5/2021
10.16#Offer Letter for the Chief Legal Officer10-K001-4035710.233/13/2024
10.17Underwriting 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 therein8-K001-403571.19/18/2023
10.18#Non-Qualified Deferred Compensation Plan10-K001-4035710.213/12/2025
10.19Underwriting Agreement, dated June 23, 2025, 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 therein8-K001-403571.16/30/2025
10.20#Senior Executive Retirement Program dated May 28, 202510-Q001-4035710.208/29/2025
10.21Offer Letter for Sandeep BharathiFiled herewith
19Insider Trading Prohibition Policy and Guidelines10-K001-40357193/12/2025
31.1Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive OfficerFiled herewith
31.2Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial OfficerFiled 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 OfficerFiled 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 OfficerFiled herewith
97Rule 10D-1 Clawback Policy10-K001-40357973/13/2024
101.INSInline XBRL Instance DocumentFiled herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition DocumentFiled herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104The 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.

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: December 3, 2025By:/S/ WILLEM MEINTJES
Willem Meintjes
Chief Financial Officer
(Principal Financial Officer)

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