FWP

FWP 1 d132386dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-285742

Issuer Free Writing Prospectus dated April 6, 2026

Relating to Preliminary Prospectus Supplement dated April 6, 2026

MARVELL TECHNOLOGY, INC.

$1,000,000,000 5.300% Senior Notes due 2036

Pricing Term Sheet

This pricing term sheet is qualified in its entirety by reference to the preliminary prospectus supplement dated April 6, 2026 (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)*:		Baa2 / BBB / BBB+
Distribution:		SEC-Registered
Trade Date:		April 6, 2026
Settlement Date**:		April 15, 2026 (T+7)
Denominations/Multiple:		$2,000 x $1,000

Security Description:		5.300% Senior Notes due 2036 (the “Notes”)
Principal Amount:		$1,000,000,000
Gross Proceeds:		$998,850,000
Maturity Date:		April 15, 2036
Benchmark Treasury:		4.125% due February 15, 2036
Benchmark Treasury Price and Yield:		98-08; 4.345%
Spread to Benchmark Treasury:		0.970%
Yield to Maturity:		5.315%
Price to Public:		99.885% of principal amount
Coupon:		5.300%
Interest Payment Dates:		April 15 and October 15, commencing October 15, 2026



Optional Redemption:		Prior to January 15, 2036 (three months prior to the maturity date of the Notes) (the “Par Call Date”), the Issuer may redeem the 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 Notes matured on the 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 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Issuer may redeem the 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 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

CUSIP / ISIN:		573874 AT1 / US573874AT14

**********


Joint Book-Running Managers:		Wells Fargo Securities, LLC BofA Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Citigroup Global Markets Inc. HSBC Securities (USA) Inc. 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 Notes will be made against payment for the Notes on or about April 15, 2026, which will be the seventh business day following the date hereof (this settlement cycle being referred to as T+7). 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+7, 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 Wells Fargo Securities, LLC at 1-800-645-3751, BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533 (collect), or Mizuho Securities USA LLC at 1-866-271-7403.

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.

SEC Form FWP filed by Marvell Technology Inc.