迈威尔科技美股招股说明书(2026-02-06版)

MARVELL TECHNOLOGY, INC. 24,222,758 Shares of Common StockOffered by the Selling Securityholders The selling securityholders of Marvell Technology, Inc. (“Marvell,” “we,” “us” or the “Company”) listed under the heading “SellingSecurityholders” may offer and resell up to 24,222,758 shares of our common stock, par value $0.002 per share under this prospectus supplement. Thecommon stock that may be offered by each selling securityholder using this prospectus supplement represent shares of our common stock that we issued We will not receive any proceeds from the sale of the common stock by the selling securityholders. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MRVL.” On February5, 2026, the closing priceof our common stock as reported on Nasdaq was $74.21 per share. Investing in our securities involves certain risks. See the “Risk Factors” beginning on pageS-2, as well as the otherinformation contained or incorporated by reference in this prospectus supplement. The selling securityholders may sell any or all of their shares of common stock through public or private transactions at market prices prevailing atthe time of sale, at prices related to such market prices, at varying prices determined at the time of sale, at fixed prices or at negotiated prices. The timingand amount of any sale is within the sole discretion of the applicable selling securityholder, subject to certain restrictions. The registration of the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if the prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus Supplement S-1S-2S-3S-4 Prospectus Page1244 About this ProspectusProspectus SummaryWhere You Can Find More InformationIncorporation by ReferenceRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Common StockDescription of Debt SecuritiesDescription of Warrants Description of UnitsPlan of DistributionLegal MattersExperts Table of Contents SUMMARY This summary highlights certain information about this offering and our business appearing elsewhere in this prospectus supplement or thedocuments incorporated by reference herein and does not contain all of the information that you should consider before investing in our securities.The following summary is qualified in its entirety by the more detailed information included elsewhere in, or incorporated by reference into, this Company Overview We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fablesssupplier of high-performance semiconductor products with core strengths in developing and scaling complexSystem-on-a-Chiparchitectures,integrating analog, mixed-signal and digital signal processing functionality. Leveraging leading intellectual property and deep system-level Corporate Information We were incorporated in Delaware on October20, 2020 and changed our name to Marvell Technology, Inc. on April20, 2021. Our registeredand mailing address is 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801 and our telephone number there is(302)295-4840. We maintain a website at www.marvell.com where general information about us is available. We are not incorporating the contents of, orinformation accessible through, the website into this prospectus supplement or the accompanying prospectus. The Offering This prospectus supplement relates to the resale of shares of common stock held by the selling securityholders identified under “SellingSecurityholders.” The shares of common stock that may be offered by each selling securityholder using this prospectus supplement represent shares Table of Contents RISK FACTORS You should carefully consider, among other things, the risks described under “Risk Factors” in Item1A of our Quarterly Report on Form 10-Q forthe quarter ended November1, 2025, filed with the Securities and Exchange Commission (“SEC”) on December3, 2025, and in other documents that Table of Contents 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 Section27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the “safe harbor” created by those sections. These statements maycontain words such as such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “targets,” “goals,” “could,” Additional factors which could cause actual results to differ materially from our expectations include those set forth in this prospectus supplementunder the heading “Risk Factors,” as well as the risks discussed in the “Risk Factors”