Marvell Technology, Inc.
For the period ended May 3, 2025. Filed May 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 3, 2025 · Filed May 30, 2025
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Item 5. Other Information
(c) Trading Plans
In the first quarter of fiscal 2026, the following trading plans intended to satisfy the Rule 10b5-1 affirmative defense pursuant to Item 408(a)(1) of Regulation S-K were adopted orterminated by an executive officer or director of the Company:
| Name | Title | Adopted or Terminated | Adoption/Termination Date | Plan Start Date | Plan End Date | Transactions | Shares (1)(2) |
|---|---|---|---|---|---|---|---|
| Officers | |||||||
| Matthew J. Murphy | Chairman, President and Chief Executive Officer | Adopted | 3/12/2025 | 6/16/2025 | 3/18/2026 | Sales | 50,000 |
| Raghib Hussain | President, Products and Technologies | Terminated | 3/20/2025 | 4/21/2025 | 12/31/2026 | Sales | 200,000 |
| Raghib Hussain | President, Products and Technologies | Adopted(3) | 3/20/2025 | 6/20/2025 | 12/31/2026 | Sales | 316,024 |
(1)Vesting of future performance shares are estimated based on target achievement.
(2)If the plan covers "net" vested shares, then the current tax rate has been applied.
(3)Prior plan modified to add 116,024 options prior to option expiration date. As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr. Hussain resigned from his position with the Company effective as of May 2, 2025.
Adoption of Executive Retirement Program (disclosure in lieu of disclosure on Form 8-K item 5.02(e))
On May 28, 2025, the Company adopted a Retirement Program (the “Retirement Program”), to provide Eligible Executives (as defined below) with consistent treatment upon their voluntary termination of employment due to retirement that recognizes their valuable contributions towards creating stockholder value as senior leaders of the Company. The Retirement Program also aims to create a common framework to provide standardized treatment and benefits for Eligible Executives nearing retirement age and to ensure efficient and effective departure and succession planning. “Eligible Executive” means the Chief Executive Officer or an employee at the Executive Vice President level (or higher) of the Company. Eligibility under the Retirement Program is generally based on a “Rule of 65” requiring (i) the Eligible Executive (1) has reached the age of fifty-five (55); and (2) has completed a minimum of five (5) years of service with the Company; and (ii) the sum of the Eligible Executive’s age and years of service equals not less than 65 as of the date of retirement. Benefits under the Retirement Program include payment of a pro-rata portion of the executive’s target bonus for the current fiscal year, continued vesting of a portion of their outstanding unvested equity awards, and continued health benefit coverage for the Eligible Executive and their spouse until the earlier of: attainment by the Eligible Executive or spouse of the age of 65, for the spouse only if the spouse attains the age of 65 prior to the Eligible Executive, or the date the Eligible Executive or spouse becomes eligible for group health plan coverage from another employer. The retirement benefits are contingent upon certain conditions, including the Eligible Executive delivering an effective release of claims against the Company. No named executive officers of the Company are currently eligible for retirement benefits under the Retirement Program.
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