迈威尔科技美股招股说明书(2026-04-08版)

Marvell Technology, Inc. $1,000,000,000 5.300% Senior Notes due 2036 We are offering $1,000,000,000 aggregate principal amount of Senior Notes due 2036 (the “Notes”). We may, at our option, redeem the Notes atany 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—OptionalRedemption,” plus accrued and unpaid interest, if any, to but not including, the date of redemption. The Notes will not be subject to any sinking fundprovisions. 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 fundswill be used for general corporate purposes, which may include, but are not limited to, funding for working capital, payment of dividends, capitalexpenditures, 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 futuredomestic 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 ofNotes—Guarantees.” The Notes and the guarantees, if any, will be our and each guarantor’s, as applicable, general, senior, unsecured obligations, will rank equally inright 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 ofour and such guarantor’s existing and future unsecured, subordinated indebtedness. In addition, the Notes and the guarantees, if any, will be effectivelysubordinated to all of our and each guarantor’s, as applicable, existing and future secured indebtedness, to the extent of the value of the assets securingsuch indebtedness. The Notes will be structurally subordinated to all of the existing and future indebtedness (including trade payables) of oursubsidiaries 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 andthe risk factors we incorporate by reference herein for a discussion of certain risks that you should consider beforeinvesting in the Notes. None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Public Offering Price(1)Underwriting Discounts (1)Plus accrued interest, if any, from April 15, 2026. 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 April 15, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement Information About This Prospectus SupplementWhere You Can Find More InformationIncorporation By ReferenceForward-Looking StatementsSummaryRisk FactorsUse of ProceedsCapitalizationDescription of NotesBook-Entry Settlement and ClearanceMaterial U.S. Federal Income Tax ConsiderationsUnderwriting; Conflicts of InterestLegal MattersIndependent Registered Public Accounting Firm Prospectus About This ProspectusProspectus SummaryWhere You Can Find More InformationIncorporation by ReferenceRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Common StockDescription of Debt Securities Description of Warrants Description of Units Plan of Distribution Table of Contents INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated March12, 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, asamended (the “Securities Act”), using a “shelf” registration process. This document is in two parts that are bound together: (1)this prospectussupplement, 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 includedin the registration statement. For further information, we refer you to the Registration Statement, including its exhibits and schedules. Statementscontained in this prospectus supplement