05/21/2026 | Press release | Distributed by Public on 05/21/2026 18:22
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (2) | 05/20/2026 | M | 117,742 | (3) | (3) | Common Stock | 117,742 | $ 0 | 423,871 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MURPHY MATTHEW J 5488 MARVELL LANE SANTA CLARA, CA 95054 |
X | Chairman of the Board and CEO | ||
| /s/ Matthew J. Murphy, by Blair Walters as Attorney-in-Fact | 05/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units. |
| (2) | Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting. |
| (3) | This performance-based award included stock price and total stockholder return based performance vesting criteria. The performance condition for a tranche was certified on May 20, 2026. As a result of satisfaction of a stock price-based performance metric and the application of the second performance based criteria, a TSR modifier to the award, 117,742 shares vested and 117,741 shares will be eligible to vest on the 5-year anniversary of the original grant date (subject to continued service to the company on the vesting dates). The performance-based criteria have now been satisfied for all 4 performance-based tranches. |