Marvell Tech Files Prospectus Supplement for Future Offerings

TL;DR

MARVELL SEC FILING: Prospectus supplement filed 4/6/26 for potential future stock/debt offerings. Shelf registration active.

AI Summary

Marvell Technology, Inc. filed a 424B5 prospectus supplement on April 6, 2026, related to its registration statement declared effective on April 4, 2026. This filing details the terms of securities Marvell may offer and sell from time to time. The prospectus supplement is part of a shelf registration statement, allowing Marvell to potentially raise capital efficiently in the future.

Why It Matters

This filing indicates Marvell Technology is preparing to potentially issue new securities, which could be used for future financing needs, acquisitions, or other corporate activities.

Risk Assessment

Risk Level: low — This is a routine prospectus supplement filing related to a shelf registration, not an announcement of a specific offering or event.

Key Numbers

• 424B5 — Form Type (Indicates a prospectus supplement filed under Rule 424(b)(5))

Key Players & Entities

• Marvell Technology, Inc. (company) — Filer of the prospectus supplement
• 0001193125-26-142958 (filing_id) — SEC Accession Number for the filing
• 2026-04-06 (date) — Filing date of the prospectus supplement
• 333-285742 (registration_number) — File number associated with the registration statement

FAQ

Key Financial Figures

• $2,000 — l be issued in minimum denominations of $2,000 and integral multiples of $1,000 in exc
• $1,000 — ons of $2,000 and integral multiples of $1,000 in excess thereof. Further Issuances

Filing Documents

• d143900d424b5.htm (424B5) — 583KB
• g143900g72m06.jpg (GRAPHIC) — 52KB
• 0001193125-26-142958.txt ( ) — 655KB

Forward-Looking Statements

Forward-Looking Statements S-v Summary S-1

Use of Proceeds

Use of Proceeds S-11 Capitalization S-12

Description of Notes

Description of Notes S-13 Book-Entry Settlement and Clearance S-30 Material U.S. Federal Income Tax Considerations S-33 Underwriting; Conflicts of Interest S-38 Legal Matters S-44 Independent Registered Public Accounting Firm S-44 Prospectus About This Prospectus 1 Prospectus Summary 2 Where You Can Find More Information 4 Incorporation by Reference 4

Forward-Looking Statements

Forward-Looking Statements 5

Description of Common Stock

Description of Common Stock 7 Description of Debt Securities 8 Description of Warrants 25 Description of Units 27 Plan of Distribution 28 Legal Matters 29 Experts 29 S-i Table of Contents INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated March 12, 2025 are part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the "SEC") as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), using a "shelf" registration process. This document is in two parts that are bound together: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying prospectus, which provides general information, some of which may not apply to this offering. As allowed by the SEC rules, this prospectus supplement does not contain all of the information included in the registration statement. For further information, we refer you to the Registration Statement, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the Registration Statement, please see that agreement or document for a complete description of these matters. You should read this prospectus supplement, the accompanying prospectus and any free writing prospectus relating to this offering, together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in "Where You Can Find More Information" and "Incorporation by Reference" below. We have not authorized anyone to provide any information other than th

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, are subject to the "safe harbor" created by those sections. These statements may contain words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "seeks," "estimates," "forecasts," "targets," "goals," "could," "would," "will," "may," "can," "will," "would," "continue," "potential," "should," and the negative of these terms or other comparable terminology. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those indicated in the forward-looking statements. Factors that may cause our actual results to differ materially from those predicted include, but are not limited to: risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Data Center and Communications markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East; risks related to the potential impact of artificial intelligence on o

Use of Proceeds

Use of Proceeds We estimate that the net proceeds to be received by us from the sale of the Notes offered hereby will be approximately $million, after deducting the underwriting discounts and estimated offering expenses and fees payable by us. We intend to use the net proceeds of this offering for the repayment of debt, including our 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 our common stock and acquisitions. Net proceeds may be temporarily invested before use. See "Use of Proceeds." Conflicts of Interest As a result of our intended use of proceeds for the repayment of debt, certain underwriters (or their respective affiliates) may receive more than 5% of the net proceeds of this offering, not including underwriting compensation, thus creating a conflict of interest within the meaning of Rule 5121 (Public Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory Authority, Inc. ("FINRA Rule 5121"). Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. The appointment of a "qualified independent underwriter" is not necessary in connection with this offering as the Notes are investment-grade rated securities. See "Underwriting; Conflicts of Interest—Conflicts of Interest." Certain Covenants The indenture governing the Notes (the "Indenture") will contain covenants limiting our ability, the ability of our Guarantors (as defined herein), if any, and the ability of our restricted subsidiaries to, among other things: create certain liens; and with respect to us, consolidate or merge with, or convey, transfer or lease all or substantially all of our assets to, another person. However, each of these covenants is subject to a number of significant exceptions. See "Description of Notes—Certain Covenants" in

Risk Factors

Risk Factors You should carefully consider the risks discussed under "Risk Factors" in this prospectus supplement and our Annual Report, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding whether to invest in the Notes. See "Where You Can Find More Information" and "Incorporation by Reference." S-4 Table of Contents

RISK FACTORS

RISK FACTORS Investing in the Notes involves risks. You should consider carefully the risks set forth in this section and in our Annual Report, which is on file with the SEC and is incorporated by reference into this prospectus supplement, before deciding whether to invest in the Notes. You also should read and consider all the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including our consolidated financial statements. See "Where You Can Find More Information" and "Incorporation by Reference." Risks Related to this Offering and the Notes The Notes will be structurally subordinated to the liabilities of our subsidiaries. A significant portion of our operations is conducted through our subsidiaries. Our subsidiaries are separate legal entities that will have no obligation to pay any amounts due under the Notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the Notes). In addition, the Indenture will allow our subsidiaries to incur an unlimited amount of indebtedness. Consequently, the Notes will be effectively subordinated to all existing and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish, and the Indenture will not restrict the ability of our subsidiaries to incur indebtedness that would be structurally senior to the Notes. None of our subsidiaries will initially guarantee the Notes. In the future, however, any of our existing or future domestic subsidiaries that becomes a borrower or guarantor under the Revolving Credit Agreement (as d

View Full Filing

View this 424B5 filing on SEC EDGAR