[FWP] Marvell Technology, Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Marvell Technology announced a dual-tranche senior notes offering totaling $1 billion, consisting of:

• $500 million of 4.750% Senior Notes due 2030, priced at 99.904% with a yield to maturity of 4.771%
• $500 million of 5.450% Senior Notes due 2035, priced at 99.813% with a yield to maturity of 5.474%

The notes are rated Baa3/BBB-/BBB by major rating agencies. Settlement is expected on June 30, 2025. Both tranches include optional redemption provisions prior to maturity. The offering is led by eight joint book-running managers including J.P. Morgan, BofA Securities, and Wells Fargo Securities, with nine co-managers. The proceeds will be used for general corporate purposes. The notes are being offered through an SEC-registered offering with standard T+5 settlement terms.

Positive

• Marvell successfully raised $1 billion through senior notes offering, strengthening its capital structure
• The company maintains solid investment-grade credit ratings (Baa3/BBB-/BBB) from major agencies
• Strong market interest evidenced by participation of multiple top-tier financial institutions as underwriters

Negative

• Additional $1 billion in debt will increase interest expense with 4.75% and 5.45% coupons
• The notes were priced at slight discounts (99.904% and 99.813%) to par value, indicating some market hesitancy

Filed Pursuant to Rule 433

Registration No. 333-285742

Issuer Free Writing Prospectus dated June 23, 2025

Relating to Preliminary Prospectus Supplement dated June 23, 2025

MARVELL TECHNOLOGY, INC.

$500,000,000 4.750% Senior Notes due 2030

$500,000,000 5.450% Senior Notes due 2035

Pricing Term Sheet

This pricing term sheet is qualified in its entirety by reference to the preliminary prospectus supplement dated June 23, 2025 (the “Preliminary Prospectus Supplement”), the accompanying prospectus dated March 12, 2025 and the documents incorporated and deemed to be incorporated by reference therein. The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement.

Issuer:		Marvell Technology, Inc.
Anticipated Ratings (Moody’s / S&P / Fitch)*:		Baa3 / BBB- / BBB
Distribution:		SEC-Registered
Trade Date:		June 23, 2025
Settlement Date**:		June 30, 2025 (T+5)
Denominations/Multiple:		$2,000 x $1,000

$500,000,000 4.750% Senior Notes Due 2030

Security Description:		4.750% Senior Notes due 2030 (the “2030 Notes”)
Principal Amount:		$500,000,000
Gross Proceeds:		$499,520,000
Maturity Date:		July 15, 2030
Benchmark Treasury:		4.000% due May 31, 2030
Benchmark Treasury Price and Yield:		100-14 3⁄4; 3.896%
Spread to Benchmark Treasury:		0.875%
Yield to Maturity:		4.771%
Price to Public:		99.904% of principal amount
Coupon:		4.750%
Interest Payment Dates:		January 15 and July 15, commencing January 15, 2026

Optional Redemption:		Prior to June 15, 2030, (one month prior to the maturity date for the 2030 Notes) (the “2030 Par Call Date”), the Issuer may redeem the 2030 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 Notes matured on the 2030 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2030 Par Call Date, the Issuer may redeem the 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
CUSIP / ISIN:		573874 AR5 / US573874AR57

$500,000,000 5.450% Senior Notes Due 2035

Security Description:		5.450% Senior Notes due 2035 (the “2035 Notes”)
Principal Amount:		$500,000,000
Gross Proceeds:		$499,065,000
Maturity Date:		July 15, 2035
Benchmark Treasury:		4.250% due May 15, 2035
Benchmark Treasury Price and Yield:		99-13; 4.324%
Spread to Benchmark Treasury:		1.150%
Yield to Maturity:		5.474%
Price to Public:		99.813% of principal amount
Coupon:		5.450%
Interest Payment Dates:		January 15 and July 15, commencing January 15, 2026

Optional Redemption:		Prior to April 15, 2035 (three months prior to the maturity date for the 2035 Notes) (the “2035 Par Call Date”), the Issuer may redeem the 2035 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Notes matured on the 2035 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2035 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2035 Par Call Date, the Issuer may redeem the 2035 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
CUSIP / ISIN:		573874 AS3 / US573874AS31
**********
Joint Book-Running Managers:		J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc.
Co-Managers:		Academy Securities, Inc. BNP Paribas Securities Corp. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Oversea-Chinese Banking Corporation Limited PNC Capital Markets LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** It is expected that delivery of the 2030 Notes and the 2035 Notes (together, the “Notes”) will be made against payment for the Notes on or about June 30, 2025, which will be the fifth business day following the date hereof (this settlement cycle being referred to as T+5). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day before the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the business day preceding the expected settlement date should consult their own advisors in this regard.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request them by calling J.P. Morgan Securities LLC at 1-212-834-4533 (collect), BofA Securities, Inc. at 1-800-294-1322 or Wells Fargo Securities, LLC at 1-800-645-3751.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

FAQ

What is the size and interest rate of MRVL's new senior notes offering in 2025?

MRVL is offering two series of senior notes: $500 million of 4.750% Senior Notes due 2030 and $500 million of 5.450% Senior Notes due 2035, for a total offering of $1 billion.

What are the credit ratings for MRVL's 2025 senior notes?

The anticipated ratings for MRVL's senior notes are Baa3 from Moody's, BBB- from S&P, and BBB from Fitch, all of which are investment-grade ratings.

When can MRVL redeem the 2030 notes and at what price?

MRVL can redeem the 2030 notes before June 15, 2030 (the Par Call Date) at a price based on Treasury Rate plus 15 basis points. After the Par Call Date, they can redeem at 100% of principal plus accrued interest. The redemption price before the Par Call Date will be the greater of the present value of remaining payments or 100% of principal, plus accrued interest.

Who are the lead underwriters for MRVL's 2025 senior notes offering?

The joint book-running managers are J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and SMBC Nikko Securities America, Inc.

What is the settlement date for MRVL's 2025 senior notes offering?

The settlement date for MRVL's senior notes is June 30, 2025 (T+5). Due to this extended settlement cycle, purchasers who wish to trade notes before the settlement date will need to specify alternative settlement arrangements.