Saturday, October 31, 2026
AI Infrastructure · News & Analysis
Home › Capital Markets › Report
Capital Markets · Report

Marvell Technology files 424B5: prospectus (424B)

Prospectus — pricing and terms of a securities offering.
Official disclosureSlicast · April 6, 2026 at 12:00 UTC · US · Source: SEC EDGAR · MRVL

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUPPLEMENT (To prospectus dated March 12, 2025)

SUBJECT TO COMPLETION, DATED APRIL 6, 2026

Marvell Technology, Inc.

We are offering $ aggregate principal amount of Senior Notes due 20 (the “Notes”). We may, at our option, redeem the Notes at any time and from time to time, in whole or in part, at the prices and times indicated for the Notes under the caption “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to but not including, the date of redemption. The Notes will not be subject to any sinking fund provisions.

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.

The Notes will not be guaranteed by any of our subsidiaries on the date of original issuance. In the future, however, any of our existing or future domestic subsidiaries that becomes a borrower or guarantor under the Revolving Credit Agreement (as defined herein under “Description of

Notes—General”) will be required, jointly and severally, to fully and unconditionally guarantee the Notes on a senior, unsecured basis. See “Description of Notes—Guarantees.”

The Notes and the guarantees, if any, will be our and each guarantor’s, as applicable, general, senior, unsecured obligations, will rank equally in right of payment with all of our and such guarantor’s existing and future senior, unsecured indebtedness and will rank senior in right of payment to all of our and such guarantor’s existing and future unsecured, subordinated indebtedness. In addition, the Notes and the guarantees, if any, will be effectively subordinated to all of our and each guarantor’s, as applicable, existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all of the existing and future indebtedness (including trade payables) of our subsidiaries that do not guarantee the Notes (other than indebtedness and liabilities owed to us, if any).

The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.

Investing in the Notes involves risks. See “ Risk Factors ” beginning on page S-5 of this prospectus supplement and the risk factors we incorporate by reference herein for a discussion of certain risks that you should consider before investing in the Notes.

None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of

Per Note Total Public Offering Price % $

Underwriting Discounts % $

Proceeds to Marvell Technology, Inc. (before expenses) % $

The underwriters expect to deliver the Notes to investors in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the account of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A. against payment in New York, New York on or about , 2026.

The terms of the Notes are summarized below solely for your convenience. This summary is not a complete description of the Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections entitled “Description of Notes” in this prospectus supplement and “Description of Debt Securities” in the accompanying prospectus contain more detailed descriptions of the terms and conditions of the Notes and the indenture governing the Notes. In this subsection, “we,” “us” and “our” refer only to Marvell Technology, Inc. and not to any of our subsidiaries.

Issuer Marvell Technology, Inc.

Notes Offered $ aggregate principal amount of % Senior Notes due 20 (the “Notes”).

Maturity Date The Notes will mature on , 20 .

Interest Rate The Notes will accrue interest at a rate of % per annum.

Interest Payment Dates Interest on the Notes will be payable semi-annually in arrears on and of each year, beginning on , 2026.

Ranking The Notes will be our general, senior, unsecured obligations, will rank equally in right of payment with all of our existing and future senior, unsecured indebtedness, will rank senior in right of payment to all of our existing and future unsecured, subordinated indebtedness, will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all of the existing and future indebtedness (including trade payables) of our subsidiaries that do not guarantee the Notes (other than indebtedness and liabilities owed to us, if any).

Optional Redemption We may redeem the Notes, in whole or in part, at any time and from time to time, at redemption prices determined as set forth under the heading “Description of Notes—Optional Redemption.”

Sinking Fund None.

Change of Control Repurchase Event Upon the occurrence of a “change of control repurchase event,” as defined under “Description of Notes—Purchase of Notes upon a Change of Control Repurchase Event,” each holder will have the right to require us to repurchase all or any part of that holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date.

Guarantees 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 defined under “Description of Notes—General”) will be required, jointly and severally, to fully and unconditionally guarantee the Notes on a senior, unsecured basis.

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.”

Read the original
Marvell Technology files 424B5: prospectus… · Slicast