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Google warrant vests only if it buys $120B in Marvell chips

Google warrant vests only if it buys $120B in Marvell chips

Key takeaway

  • Marvell Technology's share price jumped about 10% after disclosing a custom chip partnership with Google that includes a warrant worth about $12.2 billion.

  • However, the warrant vests only as Google purchases chips—one installment for every $500 million in revenue, up to a potential total of $120 billion over roughly six and a half years.

  • Google has made no binding commitment to reach that figure and can reduce purchases at will, meaning the full value of the warrant hinges entirely on Google's discretionary spending decisions.

3 Key Points

  1. What happened

    Marvell Technology disclosed an expanded custom chip partnership with Google that includes a warrant giving Google the right to buy 58,970,907 Marvell shares—about $12.2 billion worth at the warrant's exercise price of $206.58 per share. The warrant vests in 240 installments, with one installment unlocking for every $500 million of revenue Marvell recognizes from Google's purchases of custom semiconductor products covered by the agreement.

  2. Why it matters

    Full vesting requires $120 billion in Google purchases over the measuring period (Aug. 1, 2026 through Jan. 29, 2033)—an average of roughly $18.5 billion a year, more than double what all of Marvell's customers combined delivered over the past four reported quarters. However, Google has made no disclosed commitment to buy any particular amount; the filing describes the purchases as discretionary and notes Google can slow qualifying purchases whenever it likes. The structure suggests the companies envision potentially enormous spending, but the $120 billion is a ceiling on ambition rather than a forecast.

  3. What to watch

    Marvell's data center end market—where this custom chip work sits—generated $1.8 billion of revenue in the fiscal first quarter of 2027 (ended May 2, 2026), up 27% year over year and representing 76% of total sales. Management is guiding for about $2.7 billion in the fiscal second quarter, up 35% at the midpoint, with CEO Matt Murphy expecting growth to accelerate each quarter through the fiscal year. The warrant vests only as Google decides to buy, making the pace of Google's actual spending the key determinant of Marvell shareholder value.

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Context & Analysis

The warrant structure is remarkable precisely because it quantifies the scope of Google's potential appetite for Marvell's custom chips. At $500 million per vesting installment across 240 installments, the $120 billion total over six and a half years reflects the companies' design of the agreement around the possibility of massive spending—not a binding forecast, but an ambition ceiling. For context, Marvell's entire data center business, which includes this custom chip work, produced only $1.8 billion in revenue in the fiscal first quarter of 2027. If Google were to reach even half of $120 billion in cumulative purchases, it would dwarf Marvell's current total customer base. The momentum is real: data center revenue is accelerating (27% year-over-year growth in the latest quarter), and management expects that acceleration to continue. But the warrant's discretionary vesting—tied to Google's purchasing decisions rather than any binding obligation—means the full $12.2 billion value of the shares depends on Google's willingness to commit sustained, enormous levels of spending on Marvell chips. Full vesting and exercise would dilute Marvell shareholders by about 7%.

FAQ

What are the custom products covered by the agreement?
The agreement covers custom semiconductor products in the ecosystem around Google's in-house TPU chips, including artificial intelligence inference accelerators, storage controllers, network interface controllers, memory interface controllers, and near-memory compute.
When does the warrant vesting period run?
The measuring period for vesting runs from Aug. 1, 2026 through Jan. 29, 2033. A small slice of shares (1,360,867) vests on a quarterly schedule over the first year; the remaining shares vest only as Google's cumulative purchases reach each new $500 million threshold.
Has Google committed to buying any specific amount?
No. The filing describes the purchases that drive vesting as discretionary, and nothing obliges Google to reach $120 billion or any particular number. Google can slow the qualifying purchases whenever it likes.
Yahoo Finance AIRead Original Article

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