Marvell president exercises 56,232 PSUs, pays taxes

Marvell Technology, Inc. president and COO Chris Koopmans reported routine equity compensation activity involving performance stock units and related tax withholding.

Rhea-AI Filing Summary

Marvell Technology, Inc. president and COO Chris Koopmans reported routine equity compensation activity involving performance stock units and related tax withholding. A family trust surrendered 27,882 shares of Common Stock at $176.89 per share to cover tax withholding from vesting performance stock units.

The filing shows 56,232 Performance Stock Units converted into the same number of Common Stock shares, held indirectly by the Christopher R. Koopmans and Heather J. Koopmans Family Trust. Following these transactions, the trust holds 237,942 Common Stock shares indirectly, and Koopmans retains 78,098 Performance Stock Units directly.

Insider Trade Summary

56,232 shares exercised/converted

Exercise 3 txns

Insider Koopmans Chris

Role President and COO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	56,232	$0.00	$0.00
Exercise	Common Stock	56,232	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	27,882	$176.89	$4.93M

Holdings After Transaction: Performance Stock Units — 78,098 contracts (Direct); Common Stock — 237,942 shares (Indirect, By Trust)

Footnotes (4)

1. F1. Shares held by the Christopher R. Koopmans and Heather J. Koopmans Family Trust.
2. F2. Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.
3. F3. Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
4. F4. This performance stock unit award included stock price and total stockholder return-based performance criteria and was structured in four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier applicable to the award. The performance conditions for the $60 tranche, the $80 tranche, and the $100 tranche were certified on August 22, 2023, December 5, 2024, and January 24, 2025, respectively. As a result, the three certified tranches became subject to a service-based vesting condition pursuant to which 50% of the shares vested on May 15, 2026 and 50% of the shares will vest on May 15, 2028 (subject to continued service to the company). The performance criteria for the remaining tranche tied to the $120 stock price target have not yet been certified.

Key Figures

Shares surrendered for taxes: 27,882 shares Tax withholding price: $176.89 per share PSUs converted: 56,232 units/shares +3 more

6 metrics

Shares surrendered for taxes 27,882 shares Common Stock delivered for tax withholding at $176.89 per share

Tax withholding price $176.89 per share Value of Common Stock used to satisfy tax obligations

PSUs converted 56,232 units/shares Performance Stock Units converting into an equal number of Common Stock shares

Indirect Common Stock holdings 265,824 shares Common Stock held indirectly by the family trust after transactions

Remaining PSUs 78,098 units Performance Stock Units still held directly after the conversion event

Tax-withholding shares count 27,882 shares Shares classified as tax-withholding disposition (code F)

Key Terms

Performance Stock Units, tax withholding, TSR modifier, service-based vesting condition, +1 more

5 terms

Performance Stock Units financial

"The filing shows 56,232 Performance Stock Units converted into the same number of Common Stock shares"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding financial

"Surrender of shares in payment of tax withholding due as a result of the vesting"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

TSR modifier financial

"This performance stock unit award included stock price and total stockholder return-based performance criteria ... with a TSR modifier applicable to the award"

service-based vesting condition financial

"the three certified tranches became subject to a service-based vesting condition"

tranches tied to stock price targets financial

"structured in four tranches tied to stock price targets of $60, $80, $100, and $120"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Marvell (MRVL) president Chris Koopmans report in this Form 4?

Chris Koopmans reported vesting of performance stock units and related tax withholding. 56,232 Performance Stock Units converted into Common Stock, while 27,882 shares were surrendered to cover tax obligations, leaving 265,824 Common Stock shares held indirectly by a family trust and 78,098 units still outstanding.

How many Marvell (MRVL) shares were used to cover taxes in this filing?

A total of 27,882 Marvell Common Stock shares were surrendered for tax withholding. These shares, held by the Christopher R. Koopmans and Heather J. Koopmans Family Trust, were delivered at $176.89 per share to satisfy tax liabilities from the vesting of performance stock units.

How many Marvell (MRVL) performance stock units vested and converted to shares?

56,232 Performance Stock Units vested and converted into 56,232 Common Stock shares. Each unit represented a right to receive one share upon vesting, and these newly issued shares are now held indirectly through the family trust associated with Chris Koopmans and his spouse.

What are Chris Koopmans’ remaining Marvell (MRVL) holdings after these transactions?

The family trust holds 265,824 Marvell Common Stock shares indirectly after the transactions. In addition, Koopmans directly holds 78,098 Performance Stock Units, which remain outstanding and may convert into Common Stock if vesting conditions continue to be satisfied.

How were the Marvell (MRVL) performance stock units structured in this award?

The performance stock unit award used stock price and total stockholder return criteria. It included four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier, and certified tranches now vest 50% on May 15, 2026 and 50% on May 15, 2028.

Which Marvell (MRVL) performance tranches have been certified so far?

The stock price tranches at $60, $80, and $100 have been certified. Certification occurred on August 22, 2023, December 5, 2024, and January 24, 2025, respectively, and these tranches now vest based on continued service, while the $120 tranche remains uncertified.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 06:28 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Koopmans Chris

(Last) (First) (Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M		56,232	A	$0	265,824	I	By Trust(1)
Common Stock	05/15/2026		F(2)		27,882	D	$176.89	237,942	I	By Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	05/15/2026		M			56,232	(4)	(4)	Common Stock	56,232	$0	78,098	D

Explanation of Responses:

1. Shares held by the Christopher R. Koopmans and Heather J. Koopmans Family Trust.

2. Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.

3. Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.

4. This performance stock unit award included stock price and total stockholder return-based performance criteria and was structured in four tranches tied to stock price targets of $60, $80, $100, and $120, with a TSR modifier applicable to the award. The performance conditions for the $60 tranche, the $80 tranche, and the $100 tranche were certified on August 22, 2023, December 5, 2024, and January 24, 2025, respectively. As a result, the three certified tranches became subject to a service-based vesting condition pursuant to which 50% of the shares vested on May 15, 2026 and 50% of the shares will vest on May 15, 2028 (subject to continued service to the company). The performance criteria for the remaining tranche tied to the $120 stock price target have not yet been certified.

Remarks:

	Christopher Koopmans by Blair Walters as Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)