Marvell (MRVL) CEO logs RSU vesting and tax-withholding share surrenders

Rhea-AI Filing Summary

Marvell Technology, Inc. (MRVL) Chairman and CEO Matthew J. Murphy reported multiple equity award transactions on January 15, 2026. Several blocks of Restricted Stock Units (RSUs) converted into shares of common stock at an exercise price of $0, increasing his direct holdings. In connection with these RSU vestings, he surrendered shares at $80.38 per share to cover tax withholding obligations, rather than selling them on the open market.

After the reported transactions, he directly beneficially owned 268,209 shares of Marvell common stock and held RSUs representing an additional 75,678 shares upon future vesting. Footnotes state that remaining RSUs from these awards are scheduled to vest on dates between April 15, 2026 and April 15, 2028, providing a defined future equity delivery schedule tied to continued service.

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

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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 CA 95054

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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

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

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	01/15/2026		M		11,038	A	$0	266,847(1)	D
Common Stock	01/15/2026		F(2)		5,918	D	$80.38	260,929	D
Common Stock	01/15/2026		M		6,968	A	$0	267,897	D
Common Stock	01/15/2026		F(2)		3,669	D	$80.38	264,228	D
Common Stock	01/15/2026		M		8,409	A	$0	272,637	D
Common Stock	01/15/2026		F(2)		4,428	D	$80.38	268,209	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
Restricted Stock Units	(3)	01/15/2026		M			11,038	(4)	(4)	Common Stock	11,038	$0	11,039	D
Restricted Stock Units	(3)	01/15/2026		M			6,968	(5)	(5)	Common Stock	6,968	$0	34,844	D
Restricted Stock Units	(3)	01/15/2026		M			8,409	(6)	(6)	Common Stock	8,409	$0	75,678	D

Explanation of Responses:

1. Total holdings includes 1 share purchased on December 5, 2025 under Marvell Technology, Inc.'s Employee Stock Purchase Plan.

2. Surrender of shares in payment of tax withholding due as a result of the vesting of Restricted Stock Units.

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

4. The remaining Restricted Stock Units shall vest on April 15, 2026.

5. The remaining Restricted Stock Units shall vest on April 15, 2026, July 15, 2026, October 15, 2026, January 15, 2027 and April 15, 2027.

6. The remaining restricted stock units shall vest on April 15, 2026, July 15, 2026, October 15, 2026, January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028 and April 15, 2028.

Remarks:

	/s/ Matthew J. Murphy, by Blair Walters as Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Marvell Technology (MRVL) report for Matthew J. Murphy?

The filing shows that Chairman and CEO Matthew J. Murphy had several Restricted Stock Unit (RSU) awards vest on January 15, 2026, converting into shares of Marvell common stock, and surrendered some of those shares to cover tax withholding obligations.

How many Marvell shares does Matthew J. Murphy own after this Form 4?

Following the reported transactions on January 15, 2026, Matthew J. Murphy directly beneficially owned 268,209 shares of Marvell common stock, according to the filing.

What does the tax withholding transaction at $80.38 mean in the MRVL Form 4?

The Form 4 labels certain entries with code "F" and notes that these are a surrender of shares in payment of tax withholding due from RSU vesting, using a price of $80.38 per share, rather than an open-market sale.

How many Restricted Stock Units does the Marvell CEO still hold after these transactions?

After the RSU conversions reported on January 15, 2026, Matthew J. Murphy held 75,678 RSUs, each representing a contingent right to receive one share of Marvell common stock upon vesting.

When will the remaining RSUs for Marvell CEO Matthew J. Murphy vest?

Footnotes state that the remaining RSUs from these awards are scheduled to vest on April 15, 2026; on April 15, 2026, July 15, 2026, October 15, 2026, January 15, 2027, and April 15, 2027; and on additional dates through April 15, 2028.

Is this Marvell Technology Form 4 filed by an individual or a group?

The document states that the Form 4 is filed by one reporting person, identified as Matthew J. Murphy, who is both a director and the Chairman of the Board and CEO of Marvell Technology, Inc.

What does transaction code "M" indicate in the Marvell (MRVL) Form 4?

Transaction code "M" in this filing is used for the conversion of Restricted Stock Units into common stock, reflecting shares issued upon vesting at an exercise price of $0.