STOCK TITAN

Marvell (MRVL) CEO exercises performance stock units and settles taxes in shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marvell Technology Chairman and CEO Matthew J. Murphy exercised performance-based equity and settled related taxes using shares. On May 20, 2026, he acquired 117,742 shares of Common Stock through the vesting and conversion of Performance Stock Units, then 61,992 shares were surrendered to cover tax withholding, a non‑market disposition.

Following these transactions, Murphy directly holds 857,139 shares of Common Stock and 423,871 Performance Stock Units. Footnotes explain this award had stock price and total stockholder return performance criteria; a tranche’s performance condition was certified on May 20, 2026, causing 117,742 shares to vest while 117,741 additional shares remain eligible to vest on the 5‑year anniversary of the original grant date, subject to continued service. All performance-based criteria for the four tranches have now been satisfied.

Positive

  • None.

Negative

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Insider MURPHY MATTHEW J
Role Chairman of the Board and CEO
Type Security Shares Price Value
Exercise Performance Stock Units 117,742 $0.00 --
Exercise Common Stock 117,742 $0.00 --
Tax Withholding Common Stock 61,992 $186.80 $11.58M
Holdings After Transaction: Performance Stock Units — 423,871 shares (Direct, null); Common Stock — 857,139 shares (Direct, null)
Footnotes (1)
  1. Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units. Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting. 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.
PSUs exercised into Common Stock 117,742 shares Vested and converted on May 20, 2026
Shares surrendered for tax withholding 61,992 shares at $186.80 Payment of tax withholding on May 20, 2026
Common Stock held after transactions 857,139 shares Direct ownership following May 20, 2026 transactions
Performance Stock Units held after transactions 423,871 units Remaining PSUs after May 20, 2026 vesting
Future-eligible PSUs from this award 117,741 shares Eligible to vest on 5-year anniversary of original grant
Tax-withholding transaction value marker $186.80 per share Price used for 61,992-share tax withholding disposition
Performance Stock Units financial
"Shares were vested and converted from Performance Stock Units on May 20, 2026."
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
"Shares were surrendered in payment of tax withholding due upon 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.
total stockholder return financial
"This performance-based award included stock price and total stockholder return based performance vesting criteria."
Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.
TSR modifier financial
"A TSR modifier to the award affected how many shares vested and remain eligible."
SEC Form 4
FORM 4UNITED 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*
MURPHY MATTHEW J

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman of the Board and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026M117,742A$0857,139D
Common Stock05/20/2026F(1)61,992D$186.8795,147D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(2)05/20/2026M117,742 (3) (3)Common Stock117,742$0423,871D
Explanation of Responses:
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.
Remarks:
/s/ Matthew J. Murphy, by Blair Walters as Attorney-in-Fact05/21/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Marvell (MRVL) CEO Matthew Murphy report?

Matthew J. Murphy reported the vesting and exercise of 117,742 Performance Stock Units into Common Stock and the surrender of 61,992 shares to cover tax withholding obligations related to that vesting event.

Did the Marvell (MRVL) CEO sell shares on the open market in this Form 4?

No open-market sale occurred. Shares were acquired via Performance Stock Unit vesting and 61,992 shares were surrendered back to the company solely to satisfy tax withholding, which is a non-market disposition rather than a discretionary sale.

How many Marvell (MRVL) shares does CEO Matthew Murphy hold after this filing?

After these transactions, Matthew J. Murphy directly holds 857,139 shares of Marvell Common Stock. He also holds 423,871 Performance Stock Units, which represent potential future shares subject to vesting and service-based conditions.

What Performance Stock Unit award vested for Marvell (MRVL) CEO Matthew Murphy?

A performance-based award tied to stock price and total stockholder return vested a tranche of 117,742 shares. The performance criteria for all four tranches are now satisfied, and 117,741 additional shares remain eligible to vest on the 5-year anniversary of the original grant date.

Why were 61,992 Marvell (MRVL) shares surrendered by the CEO?

The 61,992 shares were surrendered in payment of tax withholding due from the vesting of Performance Stock Units. This method uses a portion of newly vested shares to satisfy tax obligations rather than cash, and does not represent an open-market sale.