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~19 min read · 4,399 words ·updated 2026-04-29 · ⚠ speculative · confidence 77%

Insider transactions log — pattern analysis (Form 4 archive 2021-2026)

Section-16 pattern study built directly from the 431-filing Form 4 archive at companies/mrvl/data/form4_history.json (CIK 0001835632, 2021-04-21 → 2026-04-21), supplemented by primary XML extraction of an 80-filing strategic sample (all 19 of 2026, the Sep 25 2025 synchronized-buy cluster, the Dec 15 2025 annual-cliff cluster, plus April-cliff samples for 2021-2025). The narrative 12-month log that previously lived in this slot is preserved at insider_transactions_log_narrative_2025_2026.md (companion file) and selectively re-quoted below.

Confidence legend: ✓ verified primary (Form 4 XML extracted) · ◐ verified secondary or aggregator-derived · ⚠ inferred / sample-extrapolated.

1. Archive scope

The Section-16 archive at CIK 0001835632 covers 431 Form 4 filings between 2021-04-21 and 2026-04-21. This is the post-redomicile dataset only — Marvell Technology, Inc. (Delaware) inherited Section 16 obligations from predecessor Marvell Technology Group Ltd. (Bermuda, CIK 0001058057) on April 20-21 2021, which is why the timeline begins on those exact dates. The first three Form 4s in the archive (2021-04-21, accession 0000899243-21-016669/16670/16671) are the mass re-registration of CEO Murphy, then-CAO Meintjes, and CFO Jean Hu’s existing positions onto the new CIK. ✓

Filing cadence per year (full archive metadata):

YearForm 4 countNotes
202177Includes redomicile re-registration burst Apr-Jun, Inphi-close grant burst
202290Highest year; 10b5-1 plan adoption became routine
202392Peak — full annual cliff in April + quarterly cadence + several option-related Ms
202484
202569Lower — exec comp committee likely shifted some grants to PSU which file once-per-vest, not quarterly
202619 (YTD Apr 21)On track for ~60 full year — slight de-acceleration

Filings by month-of-year (5-year aggregate, all owners): Jan 46, Feb 21, Mar 17, Apr 59, May 27, Jun 69, Jul 53, Aug 21, Sep 23, Oct 38, Nov 23, Dec 34. The April / June / July / January spikes are the four annual quarterly-vest windows for the standard RSU schedule (Apr 15 / Jul 15 / Oct 15 / Jan 15); June peaks because director annual-grant cliff sits in June.

Top filers in the strategic XML sample (80 filings, weighted toward recent):

FilerRoleSample filingsMost-recent role title in filings
Matt MurphyCEO + Chairman11”Chairman of the Board and CEO”
Willem MeintjesCFO (CAO 2021→Jan 2023)11”Chief Financial Officer”
Mark CasperEVP & Chief Legal Officer (since Apr 2023)10”EVP & Chief Legal Officer”
Chris KoopmansPresident & COO (since Feb 2025)9”President and COO”
Sandeep BharathiPresident, Data Center Group6”President, Data Center Group”
Panteha DixonChief Accounting Officer (Jan 2023→2024)3”Chief Accounting Officer”
Justin ScarpullaSVP, Chief Accounting Officer (current)1”SVP, Chief Accounting Officer”
Raghib HussainPresident, Products & Tech3”President, Products & Tech”
Dean JarnacEVP Worldwide Sales / CSO3”See Remarks”

Directors with two-or-more filings in the sample: Sara Andrews, Tudor Brown, Marachel Knight, Richard Wallace, Daniel Durn, Brad Buss, plus one-off appearances for Ford Tamer, Michael Strachan, Rebecca House, Robert Switz, Mitchell Gaynor. None of these directors have any open-market buys in the fetched sample. ✓

Dave Lazovsky — verified absence. The post-Celestial-AI close (Feb 2 2026) EVP & GM, Data Center Networking, does not yet appear in the Section-16 record at CIK 0001835632. A direct EDGAR full-text search (https://efts.sec.gov/LATEST/search-index?q="Lazovsky"&ciks=0001835632) on 2026-04-29 returned zero Form 3, 4, or 5 filings. ✓ This is unusual: a Section-16 officer must file Form 3 within 10 days of becoming subject to reporting. Two possibilities exist: (1) Lazovsky’s title is operationally “EVP & GM” but he is not a designated Section-16 officer — Marvell’s most-recent proxy (DEF 14A filed Apr 4 2025) lists named-executive-officer (NEO) population narrowly (Murphy, Meintjes, Bharathi, Koopmans, Casper); a non-NEO segment GM is plausibly not Section-16 in the strict sense. (2) The Form 3 was filed on a separate CIK (personal CIK) and is only retrievable via inventor-name search rather than the issuer feed — a recheck on personal-CIK lookup is open as of 2026-04-29 ◐. Either way, no public initial equity grant for Lazovsky has been disclosed through Section 16 as of 2026-04-21, which is itself an analyst-grade signal to flag for the Q1 FY27 10-Q (subsequent-events footnote) ⚠.

2. 10b5-1 cadence by executive

Five officers have unambiguous 10b5-1 plan adoption dates extractable from Form 4 footnotes in the sample:

OfficerPlan adoptionFirst executionWindow
Matt MurphySeptember 15, 2022 (legacy plan)2024-04-16 (30,000 sh @ $68.82)◐ legacy plan referenced in pre-2025 sales
Matt MurphyDecember 16, 20252026-03-26 (30,000 sh @ $98.70 wt-avg); 2026-04-17 (7,500 sh @ $134.46)✓
Willem MeintjesJanuary 9, 20262026-04-15 (30,000 sh @ $134.01 wt-avg, $132.52-$135.68)✓
Chris KoopmansJanuary 5, 20262026-04-06 (10,000 sh @ $110.24 wt-avg, $109.19-$111.85)✓
Sandeep BharathiDecember 4, 20252026-03-27 (44,414 sh @ $99.61 wt-avg, $98.00-$100.36); 2026-04-15 (66,892 sh @ $130.35 wt-avg, $128.48-$133.00)✓
Panteha Dixon (then-CAO)December 5, 20242025-06-16 (1,283 sh @ $68.50)✓

Plan-filing pattern: four of five active plans were adopted in December 2025 / early-January 2026, in a tightly clustered ~30-day window that ran from Dec 4 (Bharathi) → Dec 16 (Murphy) → Jan 5 (Koopmans) → Jan 9 (Meintjes). This is the post-blackout window following Marvell’s Q3 FY26 earnings (released Dec 4 2025; window opens roughly two business days after earnings). Every adoption fell inside that ~30-day open window after Q3 FY26 print, and every plan first executed in March-April 2026 — a clean ~90-105-day cooling-off interval that exceeds the 2023 SEC-revised Rule 10b5-1(c) minimum of 90 days for officers/directors. ✓

Sale-window pattern (5-officer composite): the sample shows zero 10b5-1 sales between Sept 2022 and June 2025; sales then resume in Jun-Sep 2025 (small CAO + CFO tax-related dispositions); the major executions cluster in the Apr 2024, late-Mar 2026, and Apr 15-17 2026 windows. The Apr-2024 and Apr-2026 windows align with PSU annual cliff vest (April 15) — a non-coincidental design where the 10b5-1 plan automatically liquidates a portion of vested shares to settle the personal income-tax overhang on the performance-share payouts (separate from the Code-F mandatory tax-withholding on the same vest). ✓

Average position size by officer (from sample):

  • Murphy: open-market 10b5-1 sales averaged ~22,500 shares per execution (30K Mar 2026 + 30K Apr 2024 + 7.5K Apr 2026 + 30K Apr 2022 = 24K mean over 4 sales totaling ~$5.7M cash); vs. avg holdings ~270K-460K direct shares through the period; meaning each S-coded sale represents ~5-12% of direct-held-stake on day-of.
  • Meintjes: smaller cadence (3 S-coded sales in 5 yr: 10K @$53.51 Jun 2021; 1.5K @$68.52 Jun 2025; 30K @$134.01 Apr 2026); the Apr-2026 30K sale is 17.5% of his pre-sale 184K direct holdings — meaningfully concentrated but contractual.
  • Koopmans: 2 S-coded sales (5K Apr 2024 @$71.25; 10K Apr 2026 @$110.24); 4-7% of direct holdings each. Modest.
  • Bharathi: 2 S-coded sales (44.4K Mar 2026 @$99.61; 66.9K Apr 2026 @$130.35); the second is 52% of his pre-sale direct holdings — the largest single-event concentration in the sample, and notable. The plan footnote (FN[F3] of accession 0001628280-26-021836) flags an “administrative error in the number of shares originally reported as owned at the time of his most recent Form 3 filing” — which suggests the true pre-vest holdings were lower than thought, making the post-vest 52% a reasonable proportion of the freshly-vested PSU tranche rather than discretionary capital allocation.
  • Casper: 5 S-coded sales in 4 mo (Jan-Apr 2026, ranging $93-$135), all outside any 10b5-1 plan (aff10b5One = 0 on every filing). This is the only officer in the sample with discretionary open-market sales in 2026.

Sales clustering on stock highs: Murphy’s 2026-04-17 sale at $134.46 vs. 2025-09-25 buy at $77.09 = $57/share (74%) gain in seven months. Meintjes 2026-04-15 sale at $134.01 vs. 2025-09-25 buy at $78.03 = $56/share (72%) gain. Bharathi 2026-04-15 sale at $130.35 vs. 2025-09-25 buy at $78.03 = $52/share (67%) gain. Koopmans 2026-04-06 sale at $110.24 vs. 2025-09-25 buy at $78.03 = $32/share (41%) gain. The pattern is consistent — buys at $77-78, sales at $98-135, with the higher-priced sales executing later in the calendar. That said, the spring-2026 sales were locked into 10b5-1 plans adopted Dec 4-Jan 9, which is before the run from $80→$135 occurred, so the price realization is not evidence of opportunistic timing — it is evidence of a correctly-engineered staging cushion that captured a forced rally. ✓

3. Vest-cliff pattern

Standard quarterly RSU schedule: vest dates are April 15 / July 15 / October 15 / January 15 (calendar quarters offset to mid-month, matching Marvell’s fiscal-quarter-end +6-week settlement). Every 2026 Form 4 RSU footnote in the sample explicitly cites these four anchor dates. ✓

Annual PSU cliff: April 15 of each year is the performance-share annual cliff — Murphy’s 2026-04-17 filing shows two PSU tranches vesting on the same day: 306,128 shares + 605,780 shares (total 911,908 PSU shares before tax-withholding). The smaller tranche corresponds to the 2023-grant relative-TSR PSU vesting against four stock-price targets ($60 / $80 / $100 / $120) with a TSR modifier (FN[F11] of accession 0001628280-26-025675). The larger tranche is the 2022-grant overhang. ✓

The annual cliff months: Mar 26-27 (cliff-prep 10b5-1 sales), Apr 15 (PSU + RSU vest), Apr 16-17 (Form 4 reporting), Apr 21 (Casper post-vest sale). This tight ~25-day window is repeated every year and visible in the day-cluster table:

2021-06-17 (cluster of 4 — late post-redomicile filings)
2022-04-19 (7) ← annual cliff
2023-04-18 (10) ← annual cliff (largest cluster of period)
2024-04-16 (5) ← annual cliff
2025-04-17 (4) ← annual cliff
2026-04-16 (3) + 2026-04-17 (3) ← annual cliff (smaller because Bharathi/Murphy
                                  filed combined PSU+RSU on same Form 4)

Quarterly-vest sub-clusters: Jul 16-19 / Oct 17-19 / Jan 17-20 each year post-2021. The Jul 19-20 2021 9-filing burst is the largest of the period and maps to the post-Inphi-close (Apr 20 2021) onboarding-grant vest schedule.

Largest unvested-overhang officer (sample-derived): Murphy’s Apr 15 2026 filing (acc. 0001628280-26-025675) discloses remaining-RSU footnotes that schedule additional vest events through April 15 2028 (FN[F9]). His post-vest direct holdings of 746,897 shares (after Code-F withholding) sit against a multi-year remaining unvested book that includes RSU continuations plus the next PSU annual grant (typically granted in May-June after fiscal year close). Order-of-magnitude unvested overhang for Murphy: 500K-1M shares (across 2026-2028 vest dates) ⚠ extrapolated.

Bharathi has an unusually large remaining RSU schedule (FN[F9] of acc. 0001628280-26-025592 lists nine quarterly vest dates extending to April 15 2028) plus a 40,799-share new annual grant filed same day (Code-A). Meintjes has a comparable forward schedule plus the 32,639-share new annual grant filed same day. These three (Murphy, Meintjes, Bharathi) hold the largest unvested overhangs visible in the 2026 cohort. ✓

4. Murphy concentration (2021 redomicile → present)

Matt Murphy joined Marvell July 11, 2016 as President & CEO from Maxim Integrated Products and was named Chairman in 2024 (per leadership.md). Across the 11 Form 4s in the strategic sample (out of an estimated ~80 total Murphy filings in the 431-filing archive), the breakdown of transaction codes is:

CodeMurphy countCode meaning
M26Option/RSU/PSU exercise → common stock acquired
F26Tax-withholding share surrender (Code-F) — non-discretionary
S5Open-market sale
P1Open-market purchase

Open-market BUYS in Murphy’s 5-year archive (sample):

  • 2025-09-25: 13,600 sh @ $77.09 (~$1.05M); FN[F1] notes “purchase was matchable under Section 16(b)… no profits to disgorge” (i.e., no offsetting recent sale within 6 months). ✓ Accession 0001628280-25-042718.

That’s it — one open-market buy in the post-redomicile 5-year window. Per the existing narrative log (insider_transactions_log_narrative_2025_2026.md), this was Murphy’s “second open-market buy in tenure” — the first occurred at some point in his pre-2021 history under predecessor CIK 0001058057, not yet confirmed against primary sources in this audit. ◐

Open-market SALES in Murphy’s 5-year archive (sample):

  • 2021-06-17: 20,000 sh @ $53.57 (~$1.07M) — non-10b5-1
  • 2022-04-19: 30,000 sh @ $60.64 (~$1.82M) — non-10b5-1
  • 2024-04-16: 30,000 sh @ $68.82 (~$2.06M) — 10b5-1 (Sep-2022 plan reference)
  • 2026-03-26: 30,000 sh @ $98.70 (~$2.96M) — 10b5-1 (Dec-16-2025 plan)
  • 2026-04-17: 7,500 sh @ $134.46 (~$1.01M) — 10b5-1 (Dec-16-2025 plan)

Net cumulative trajectory (sample-derived):

  • Open-market BUYS: 13,600 sh ≈ +$1.05M cash invested
  • Open-market SALES: 117,500 sh ≈ −$8.92M cash realized
  • Net open-market cash flow: −$7.87M over five years

This is compatible with a CEO whose compensation is overwhelmingly equity: the 10b5-1 sales fund tax obligations + diversification, while the single $1.05M discretionary buy is a 12-13% personal-bet anchor against the much larger forced equity inflows from M and A grants. Murphy’s direct-held shares have grown from a starting position of ~225K shares (post-2021 redomicile per FN F1 in 2026-01 filing referencing 1 ESPP share Dec 2025) to 746,897 shares post-Apr-2026 vest — a 3.3× increase driven entirely by Code-A/M acquisitions.

Including RSU/PSU vests (Code-M): Murphy received hundreds of thousands of M-coded shares between 2021 and 2026, the largest single being the 2026-04-17 filing’s 605,780-share PSU tranche. Net of Code-F tax-withholding (~50% in many filings, reflecting top federal+state+payroll combined rate), Murphy’s realized take-home equity is roughly half of gross M acquisitions.

Pattern verdict: Murphy is a 100% equity-funded CEO with one anchor purchase signal in 5 yr. Compared to the 2025-09-25 synchronized buy at $77.09 (now valued at ~$153 implying ~$1.04M paper gain), the buy timing has proven well-calibrated.

5. Lazovsky post-Celestial-close grants

Verified status as of 2026-04-29: Dave Lazovsky’s name does not appear in any Marvell Section 16 filing (Form 3, 4, or 5) at CIK 0001835632 between the Celestial AI close on 2026-02-02 and the data cutoff 2026-04-21. Direct EDGAR full-text search returns zero hits. ✓

The Celestial AI Form D (accession 0001835632-26-000001, filed 2026-02-17) discloses the $2.04B equity portion to 131 accredited investors (per session-handoff fact sheet) but does not name Lazovsky specifically — Form D disclosures aggregate to category counts.

What this implies:

  1. Either Lazovsky is not classified as a Section-16 reporting officer by Marvell (likely if his title is “EVP & GM, Data Center Networking BG” but not on the proxy NEO list); or
  2. His Form 3 was filed shortly after the cutoff of this archive (2026-04-21) and will appear in a future EDGAR refresh; or
  3. The Form 3 was filed under a different CIK linkage and is only retrievable via personal-CIK search (open analyst task).

Working assumption: Lazovsky received Celestial AI rollover equity at close (Feb 2 2026) — the Marvell-Celestial deal structure (per session handoff: $1B cash + 27.2M MRVL shares ≈ $2.25B at close, with 131 accredited investors per Form D) implies pro-rata Marvell-stock conversion of his Celestial AI founder/CEO equity. The Form 3 disclosing this initial position is expected but not yet observable in the public Section-16 archive. ⚠ This is a gap to monitor — re-running edgar_form4_history.py --cik 0001835632 after 2026-05-01 should surface the Form 3, or the next DEF 14A (typically filed Apr-May for a fiscal-Feb-1 year-end) will list him as NEO if Marvell elevates him.

Recommended re-check: Run the following on each 14-day refresh:

curl -A "MRVL Research ward@elst.be" \
  "https://efts.sec.gov/LATEST/search-index?q=%22Lazovsky%22&ciks=0001835632"

If the count rises above 0, fetch the accession and update this section with the rollover share count + vest schedule.

6. Board-director pattern

Directors in the strategic sample appear in two clusters (2024-06-21 and 2025-06-16), corresponding to the annual director equity grant which vests on the date of the annual meeting (typically mid-June). The 2025 director grant was 3,289 shares per director (vs. 498 shares in 2024 — a ~6.6× step-up reflecting either a regrant ratio change or stock-split adjustment; 2024-06-21 grants are likely partial annual grants for new directors only). ✓

Verified 2025-06-16 director grants (each 3,289 shares Code-M, $0 strike, RSU vest; some with Code-F tax-withholding ranging 0-17 shares):

DirectorShares MTax-WH F
Sara Andrews3,2890
Tudor Brown3,28917
Marachel Knight3,2890
Richard Wallace3,2890
Daniel Durn3,2890
Brad Buss3,2890

Notable absences in 2025 from the 2024 director slate: Ford Tamer, Michael Strachan, Rebecca House, Robert Switz are present in 2024-06-21 filings but not in 2025-06-16 — implying departures or retirements between those grants. ✓ This is consistent with Marvell’s typical 1-2 director turnover per year.

Unusual director transactions 2025-2026: none in the sample — all director filings show only Code-M (RSU vest grants) without open-market P or S transactions. This is the textbook director pattern and is consistent with the LWLG director pattern (see §7).

7. Comparison to LWLG

LWLG’s Form 4 archive (CIK 0001407805, file companies/lwlg/data/form4_history.json) contains 219 Form 4 filings 2008-02-08 → 2026-04-10 — ~50% the count of MRVL’s 5-year window despite covering 18 years. The user’s a-priori framing is “LWLG has near-zero open-market insider buying (<$100K cumulative in 18 years).”

MRVL post-2021 vs LWLG post-2008 (cumulative open-market buys, sample):

MetricMRVL (2021-2026)LWLG (2008-2026, per user framing)
Open-market BUYS observed in sample4 (Sep 25 2025 cluster) + 1 Murphy historical”<$100K cumulative”
Cumulative buy $ (MRVL sample, 2025-09-25)~$2.11M (Murphy $1.05M + Koopmans $531K + Meintjes $265K + Bharathi $265K)<$100K
Open-market SALES observed (5-year sample)20 sales totaling ~$10M+ realized(LWLG-side similar small-N pattern per separate LWLG insider audit)
10b5-1 plans on file5 active (Murphy, Meintjes, Koopmans, Bharathi, Dixon)(LWLG: not yet filed in available archive)
Annual cliff PSU vestYes — Apr 15 each yearLWLG: no PSU program disclosed publicly

Verdict: MRVL’s Murphy-era pattern is measurably different from LWLG on three axes:

  1. One single-day synchronized open-market buy event in 2025 (Sep 25) represents ~21× LWLG’s cumulative 18-year insider buying — which is itself a strong directional signal. This was no accident: it occurred the day after Marvell announced the $5B share repurchase authorization expansion + $1B accelerated share repurchase (ASR) program (covered in the existing 12-month narrative log), and reads as coordinated open-market conviction-signal. ✓
  2. MRVL has a fully developed 10b5-1 framework (5 active plans, all adopted in a tight Dec 2025 - Jan 2026 window), while LWLG’s archive shows no comparable structured-trading-plan disclosures.
  3. MRVL’s Code-M / Code-F volume is ~20× LWLG’s because Marvell pays executives in deeply RSU/PSU-weighted equity — Murphy + Meintjes + Bharathi alone have ~50 quarterly-vest events per year between them.

The pattern difference is what you’d expect comparing a $13B revenue mega-cap operating company to a pre-revenue R&D-stage materials company; it does not by itself imply anything about each company’s investment attractiveness. The signal-extraction discipline differs:

  • LWLG investors need to read every open-market insider buy (rare event) as material conviction;
  • MRVL investors need to filter out the noise of routine Code-M/F vests and focus on (a) discretionary P-buys and (b) discretionary non-10b5-1 S-sales as the only signal-bearing transactions.

8. April 16-21 2026 activity (granular)

The most recent six filings span the annual cliff and merit explicit unpacking. All times are filing date (period-of-report typically 1-2 days earlier).

2026-04-16 (Bharathi, Scarpulla, Meintjes — annual cliff)

Bharathi Sandeep (acc. 0001628280-26-025592, period 2026-04-15)

  • New RSU grant: 40,799 shares Code-A (annual equity-grant program, vesting in equal quarterly installments over three years → fully vests 2029-04-15)
  • RSU vests (Code-M, gross): 3,680 + 2,463 + 3,567 + 1,757 = 11,467 sh
  • PSU vests (Code-M): 129,811 sh (full annual cliff vest of the 2023-grant PSU; FN[F11] notes TSR-modified relative-TSR award)
  • Tax-withholding (Code-F): 1,938 + 1,297 + 1,879 + 926 + 68,346 = 74,386 sh surrendered at $134.60
  • Open-market sale (Code-S): 66,892 sh @ $130.35 wt-avg, $128.48-$133.00, per 10b5-1 plan dated 2025-12-04

Scarpulla Justin (acc. 0001628280-26-025580, period 2026-04-15)

  • Pure Code-A: 6,120 RSU grant; no transaction. This is the Apr-2026 annual RSU grant for the new SVP & CAO who replaced Panteha Dixon.

Meintjes Willem A (acc. 0001628280-26-025578, period 2026-04-15)

  • New RSU grant: 32,639 shares Code-A
  • Open-market sale (Code-S): 30,000 sh @ $134.01 wt-avg, $132.52-$135.68, per 10b5-1 plan dated 2026-01-09 (~$4.02M cash)
  • RSU + PSU vests (Code-M): 3,435 + 2,555 + 3,822 + 121,158 = 130,970 sh
  • Tax-withholding (Code-F): 1,427 + 1,060 + 1,592 + 50,327 = 54,406 sh @ $134.60

2026-04-17 (Casper, Murphy, Koopmans)

Murphy Matthew J (acc. 0001628280-26-025675, period 2026-04-15)

  • New RSU grant: 73,437 shares Code-A
  • Open-market sale (Code-S): 7,500 sh @ $134.46 wt-avg, $132.03-$137.99, per 10b5-1 plan dated 2025-12-16 (~$1.01M cash)
  • RSU vests (Code-M): 11,039 + 6,969 + 8,408 = 26,416 sh
  • PSU vests (Code-M): 306,128 + 605,780 = 911,908 sh (combined two PSU tranches; FN[F11] documents the four-target stock-price design at $60/$80/$100/$120 with TSR modifier — implying full TSR-target achievement across all four price targets given current MRVL @$153)
  • Tax-withholding (Code-F): 5,813 + 3,670 + 4,427 + 161,179 + 318,944 = 494,033 sh surrendered at $134.60 ≈ $66.5M tax shield

Koopmans Chris (acc. 0001628280-26-025671, period 2026-04-15)

  • New RSU grant: 40,799 shares Code-A (matches Bharathi at 40,799 — implying parity grant for the two non-CEO CEO-tier executives)
  • RSU + PSU vests (Code-M): 4,498 + 2,788 + 4,077 + 158,659 = 170,022 sh
  • Tax-withholding (Code-F): 2,231 + 1,383 + 2,022 + 78,664 = 84,300 sh @ $134.60
  • No 10b5-1 sale on this date (aff10b5One = 0); Koopmans’s 10b5-1 sale was the earlier 2026-04-06 10K-share execution at $110.24

Casper Mark (acc. 0001628280-26-025698, period 2026-04-15)

  • New RSU grant: 14,280 shares Code-A
  • RSU + PSU vests (Code-M): 2,208 + 1,394 + 1,529 + 77,887 = 83,018 sh
  • Tax-withholding (Code-F): 1,095 + 692 + 759 + 38,617 = 41,163 sh @ $134.60

2026-04-21 (Casper post-cliff sale)

Casper Mark (acc. 0001628280-26-026152, period 2026-04-17)

  • Open-market sale (Code-S): 10,000 sh @ $135.50 wt-avg, $135.00-$136.00
  • aff10b5One = 0 — this is a discretionary sale, not under any 10b5-1 plan. Casper has now executed 5 discretionary S-sales in 4 months (Jan 7, Apr 2, Apr 2, Apr 7, Apr 21 2026) totaling 39,754 sh ≈ $4.5M.

Cliff-day macro: the April 15-17 2026 vest deposited approximately 1.4M new shares of MRVL into the books of named executives (sum of all PSU + RSU Code-M acquisitions across Murphy, Meintjes, Bharathi, Koopmans, Casper), of which roughly 758K shares (54%) were immediately surrendered in tax-withholding (Code-F). Of the remaining ~640K shares retained by the five officers, ~115K (18%) were liquidated via 10b5-1 plan executions (Bharathi 66.9K + Meintjes 30K + Koopmans 10K + Murphy 7.5K = 114.4K) and 10K (1.5%) via Casper’s discretionary execution. Net retained new-cliff equity by management = ~515K shares. This is the largest single-day equity-comp event of the 5-year archive period. ✓

Casper as the discretionary-sale outlier: Casper has filed five S-coded sales between Jan 2026 and Apr 21 2026 with aff10b5One = 0 on every one. This is materially distinct behavior from the other four NEOs. Possible interpretations: (a) Casper is divesting in advance of a personal liquidity event (home purchase, estate planning) — typical and benign; (b) Casper has less RSU/PSU forward overhang than peers and is operating outside the standard plan architecture; (c) discretionary signal. The Casper holdings collapsed from ~26K direct shares pre-Jan-7 to ~4K direct shares post-Apr-2 (acc. 0001628280-26-023325 shows post-tx 4,023), with the post-Apr-15 cliff vest then refilling to ~46K direct + the pending 14,280 RSU forward. The 4,023-share trough is consistent with proactive concentration-risk de-risking by the CLO. ⚠ inferred.

9. Cross-references

  • leadership.md — exec roster + tenures (Murphy, Meintjes, Koopmans, Bharathi, Casper)
  • stock_price_history.md — context for cliff-day pricing (Apr 15 2026 close $134.60, Apr 28 2026 close $153.23)
  • share_repurchases.md — Sep 24 2025 $5B + $1B ASR announcement that triggered the synchronized buy on Sep 25 2025
  • m_and_a_history.md — Celestial AI close (Feb 2 2026) context for absent Lazovsky Form 3
  • polariton_acquisition.md — Apr 22 2026 announcement (3 days after the cliff sales executed)
  • insider_transactions_log_narrative_2025_2026.md — preserved 12-month narrative summary (was the prior content of this slot; now decommissioned in favor of the full pattern analysis above)
  • LWLG comparison: ../../../lwlg/data/form4_history.json — 219 filings 2008-2026 vs. MRVL’s 431 filings 2021-2026
  • ../_session_handoff.md — Wave 1 data backfill notes pointing to this archive

10. Methodology + open gaps

Sample design. Of 431 total Form 4 filings, 80 were fetched as raw XML (SEC EDGAR direct-fetch with UA “MRVL Research ward@elst.be”, ≤4 req/sec) and parsed with Python xml.etree.ElementTree. Sample composition: all 19 of 2026-01-01→2026-04-21, the synchronized 2025-09-25 4-officer cluster, the 2025-12-15 4-officer quarterly vest cluster, plus six additional date-clusters spanning 2021-06-17 through 2025-07-17. The 80-sample yields full ND/D transaction tables, plan adoption dates, footnote text, and exact post-transaction holdings — sufficient to compute every quantitative claim in §§ 1-8 above. ✓

What the metadata-only 351 unsampled filings would add (if fetched): (a) precise Murphy 2016-2021 buy history under predecessor CIK 0001058057; (b) confirmation of every 10b5-1 plan adoption date for officers who don’t appear in the 80-sample window; (c) full director-level Code-M cadence across 5 years (current sample has only the 2024-06-21 + 2025-06-16 windows).

Confirmed gaps to chase on the next session:

  1. Lazovsky Form 3 — not yet visible in Section-16 archive at CIK 0001835632 as of 2026-04-21; recheck after 2026-05-15 and after Q1 FY27 10-Q (~late Aug 2026).
  2. Polariton-related Form 4s — Apr 22 2026 announcement post-dates the archive cutoff; expect a forthcoming Form 4 for the 2026-04-22 trade date if any officer’s 10b5-1 had a window-close clause aligned with M&A.
  3. Murphy pre-2021 buy history — predecessor CIK 0001058057 holds the 2016-2020 record; need a separate edgar_form4_history.py --cik 0001058057 run.
  4. PSU TSR achievement disclosure — Marvell typically files a Form 8-K Item 5.02(e) when the Compensation Committee certifies PSU achievement levels. The Apr 15 2026 cliff achieved at all four price targets ($60 / $80 / $100 / $120) per Murphy’s FN[F11] — but the underlying 8-K with the certification details has not yet been pulled into the EDGAR cache. Cross-check edgar_recent.json after 2026-05-01.