MRVL · Marvell Technology, Inc. · Financials

On April 15, 2026, Marvell Technology, Inc. (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 5.300% Senior Notes due 2036 (the “Notes”). The Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-285742) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 12, 2025. The net proceeds from the sale of the Notes were approximately $993.5 million after deducting the underwriters’ discount but before other expenses, and will be used for the repayment of debt, including the Company’s 1.650% senior notes due 2026. Any remaining funds will be used for general corporate purposes, which may include, but are not limited to, funding for working capital, payment of dividends, capital expenditures, repurchases of the Company’s common stock and acquisitions.

Issuer evidence: On April 15, 2026, Marvell Technology, Inc. (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 5.300% Senior Notes due 2036 (the “Notes”). The Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-285742) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 12, 2025. The net proceeds from the sale of the Notes were approximately $993.5 million after deducting the underwriters’ discount but before other expenses, and will be used for the repayment of debt, including the Company’s 1.650% senior notes due 2026. Any remaining funds will be used for general corporate purposes, which may include, but are not limited to, funding for working capital, payment of dividends, capital expenditures, repurchases of the Company’s common stock and acquisitions.

Supporting evidence: The Notes will accrue interest from April 15, 2026. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Notes will accrue interest at a rate of 5.300% per year. The Notes will mature on April 15, 2036.

Supporting evidence: On April 15, 2026, Marvell Technology, Inc. (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 5.300% Senior Notes due 2036 (the “Notes”).

Supporting evidence: On April 15, 2026, Marvell Technology, Inc. (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 5.300% Senior Notes due 2036 (the “Notes”).

(b) The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Fifth Supplemental Indenture (the “Initial Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this Fifth Supplemental Indenture.

Issuer evidence: **FIFTH SUPPLEMENTAL INDENTURE**, dated as of April 15, 2026 (“Fifth Supplemental Indenture”), to the Indenture, dated as of April 12, 2021 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and among Marvell Technology, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).

Supporting evidence: (a) There is hereby created and designated a series of Initial Notes under the Base Indenture: the “5.300% Senior Notes due 2036.” The changes, modifications and supplements to the Base Indenture effected by this Fifth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of notes specifically incorporates such changes, modifications and supplements.

Supporting evidence: (c) The Stated Maturity of the Notes shall be April 15, 2036. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.

Supporting evidence: (d) The Notes shall bear interest at the rate of 5.300% per annum and shall accrue interest from April 15, 2026. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the Notes shall be April 15 and October 15 of each year, beginning on October 15, 2026, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding April 1 and October 1, respectively; *provided* that upon the Stated Maturity of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and *provided* *further*, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the Notes shall be the immediately preceding April 1. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal and premium, if any, or interest, or the redemption of such Notes, shall be due on the next succeeding Business Day at such place of payment with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

Supporting evidence: **WHEREAS**, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Fifth Supplemental Indenture in order to establish and provide for the issuance by the Company of Securities designated as its 5.300% Senior Notes due 2036 (the “Notes”) on the terms set forth herein;

Supporting evidence: **WHEREAS**, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Fifth Supplemental Indenture in order to establish and provide for the issuance by the Company of Securities designated as its 5.300% Senior Notes due 2036 (the “Notes”) on the terms set forth herein;