Marvell CEO exercises PSUs, covers tax with stock

Marvell Technology, Inc. Chairman and CEO Matthew J. Murphy had 117,742 Performance Stock Units vest on May 20, 2026, converting into the same number of common shares.

Rhea-AI Filing Summary

Marvell Technology, Inc. Chairman and CEO Matthew J. Murphy had 117,742 Performance Stock Units vest on May 20, 2026, converting into the same number of common shares. To cover related tax withholding, 61,992 shares were surrendered at $186.80 per share. Following these transactions, he directly held 795,147 shares of common stock. An additional 117,741 shares remain eligible to vest on the 5-year grant anniversary, subject to continued service.

Insider Trade Summary

117,742 shares exercised/converted

Exercise 3 txns

Insider MURPHY MATTHEW J

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	117,742	$0.00	$0.00
Exercise	Common Stock	117,742	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	61,992	$186.80	$11.58M

Holdings After Transaction: Performance Stock Units — 423,871 contracts (Direct); Common Stock — 795,147 shares (Direct)

Footnotes (3)

1. F1. Surrender of shares in payment of tax withholding due as a result of the vesting of performance stock units.
2. F2. Each performance stock unit represents a contingent right to receive one share of Common Stock of Marvell Technology, Inc. upon vesting.
3. F3. 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.

Key Figures

PSUs vested: 117,742 shares Shares surrendered for taxes: 61,992 shares Tax withholding price: $186.8000 per share +2 more

5 metrics

PSUs vested 117,742 shares Performance Stock Units converted to common stock on May 20, 2026

Shares surrendered for taxes 61,992 shares Common stock surrendered to satisfy tax withholding on PSU vesting

Tax withholding price $186.8000 per share Per-share value for shares surrendered for tax withholding

Common shares held after 795,147 shares Direct common stock holdings after the reported transactions

Remaining eligible vesting 117,741 shares Shares eligible to vest on the 5-year anniversary of the grant

Key Terms

Performance Stock Units, total stockholder return, TSR modifier, tax withholding

4 terms

Performance Stock Units financial

"Each Performance Stock Unit represents a contingent right to receive one share"

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.

total stockholder return financial

"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

"and the application of the second performance based criteria, a TSR modifier to the award"

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.

FAQ

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

What insider transaction did MRVL CEO Matthew J. Murphy report?

Matthew J. Murphy reported that 117,742 Performance Stock Units vested on May 20, 2026, converting into the same number of common shares. To satisfy tax obligations from this vesting, 61,992 shares were surrendered, while additional shares remain eligible to vest later.

How many MRVL shares does the CEO hold after this Form 4?

After the reported transactions, Matthew J. Murphy directly holds 795,147 shares of Marvell common stock. This figure reflects his post-transaction position following PSU vesting and the surrender of shares to cover tax withholding obligations.

How were taxes handled on the MRVL CEO’s vested PSUs?

Taxes were handled by surrendering 61,992 common shares at $186.80 per share in payment of tax withholding. This was done instead of paying cash, consistent with the footnote describing a surrender of shares for tax obligations on vesting.

What future vesting remains from the MRVL CEO’s performance award?

Following certification of performance conditions, 117,741 shares from the performance award remain eligible to vest on the 5-year anniversary of the original grant date, contingent on Matthew J. Murphy’s continued service to Marvell Technology, Inc.

What performance conditions applied to MRVL’s CEO Performance Stock Units?

The Performance Stock Units included stock price and total stockholder return performance criteria, including a TSR modifier. The performance condition for one tranche was certified on May 20, 2026, satisfying all performance-based criteria for four tranches of the award.

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

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Accepted by SEC EDGAR 05/21/2026 - 08:21 PM EDT 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^*

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)

X	Director		10% Owner
X	Officer (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)

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	05/20/2026		M		117,742	A	$0	857,139	D
Common Stock	05/20/2026		F(1)		61,992	D	$186.8	795,147	D

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	(2)	05/20/2026		M			117,742	(3)	(3)	Common Stock	117,742	$0	423,871	D

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-Fact	05/21/2026
	** 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)