Marvell (NASDAQ: MRVL) CEO Murphy settles large performance stock unit grant

Rhea-AI Filing Summary

Marvell Technology, Inc. Chairman and CEO Matthew J. Murphy reported the settlement of a deferred equity award and related tax withholding. On February 2, 2026, 144,662 Performance Stock Units were converted into 144,662 shares of common stock at an exercise price of $0.

On the same date, 72,765 shares of common stock were surrendered at $78.66 per share to satisfy tax withholding obligations from the vesting of the performance stock award. Following these transactions, Murphy directly owned 340,106 shares of Marvell common stock. The performance stock award had vested on April 15, 2025 and was settled on the deferred date of February 2, 2026.

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)
02/02/2026

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	02/02/2026		M		144,662	A	$0	412,871	D
Common Stock	02/02/2026		F(1)		72,765	D	$78.66	340,106	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)	02/02/2026		M			144,662	(3)	(3)	Common Stock	144,662	$0	0	D

Explanation of Responses:

1. Surrender of shares in satisfaction of tax withholding obligations resulting from the vesting of a performance stock award.

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 stock award vested on April 15, 2025 and was subject to a deferral election by the reporting person. The shares subject to the performance stock award were issued on the designated deferred settlement date of February 2, 2026.

Remarks:

	Matthew J. Murphy by /s/ Blair Walters as Attorney-in- Fact	02/04/2026
	** 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 transaction did Marvell (MRVL) CEO Matthew J. Murphy report?

Matthew J. Murphy reported settlement of a deferred performance stock award. 144,662 Performance Stock Units converted into 144,662 Marvell common shares at $0 exercise price on February 2, 2026, with part of the shares surrendered to cover tax withholding.

How many Marvell (MRVL) shares did Matthew J. Murphy surrender for taxes?

He surrendered 72,765 shares of Marvell common stock. These shares were used to satisfy tax withholding obligations arising from the vesting of a performance stock award, and were valued at $78.66 per share on the February 2, 2026 transaction date.

How many Marvell (MRVL) shares does CEO Matthew J. Murphy own after this Form 4?

After the reported transactions, Matthew J. Murphy directly owned 340,106 shares of Marvell common stock. This balance reflects the conversion of Performance Stock Units into shares and the surrender of shares for tax withholding on February 2, 2026.

What are the terms of Matthew J. Murphy’s Marvell Performance Stock Units?

Each Performance Stock Unit represents a contingent right to receive one share of Marvell common stock upon vesting. The performance stock award referenced here vested on April 15, 2025 and was settled on a deferred basis on February 2, 2026 in common shares.

Why were Marvell (MRVL) shares surrendered in Matthew J. Murphy’s Form 4 filing?

Shares were surrendered to satisfy tax withholding obligations tied to a vested performance stock award. Instead of paying cash, 72,765 Marvell common shares were withheld at $78.66 per share when the award’s deferred settlement occurred on February 2, 2026.

When did Matthew J. Murphy’s Marvell performance stock award vest and settle?

The performance stock award vested on April 15, 2025. Settlement of the award was deferred, and the shares underlying the award were issued on the designated deferred settlement date of February 2, 2026, as reported in the Form 4 filing.