Marvell Technology announced its first warrant issuance to Google, which directly drove up its share price by Marvell10%+. Meanwhile, Broadcom's share price dropped significantly, reflecting the market's anticipation of Marvell's potential to seize Google 's TPU orders.
The agreement plan between Marvell and Google
First, let's take a look at the specific plan that Marvell signed with Google this time: The commercial agreement was signed on July 29, 2026, the warrant issuance date was August 18, 2026, and the exercise price was set at $206.58 per share (the closing price on August 18 was $216, with a discount of about 4%).
A total of 58.97 million warrants were granted this time, which can be divided into two parts:
① Time attribution (direct gift) : 1.36 million shares. Approximately 340,000 shares will be attributable respectively in the 3/6/9/12 months after this issuance. This part is an unconditional direct gift.
② Performance attribution (Performance unlocking) : 57.61 million shares, split into 240 cents. From August 1, 2026 (up to January 29, 2033), for every $500 million in eligible sales revenue achieved, one share (240,000 shares) will be unlocked accordingly.
Eligible sales revenue must be for custom-developed products, among which third-party purchases on behalf of Google are also included. This also means that the general-purpose components (optical DSP, DCI modules and general-purpose SSD controllers) sold by Marvell to Google are not included in this part of the sales. Only Google's customized chips (ASics), including AI inference accelerators, storage controllers, network interface controllers, memory interface controllers and near-memory computing, are counted.
It is worth noting that there is another clause in the agreement that Google can unilaterally choose either cash exercise or cashless exercise. If the option is in-the-money at expiration, it will be automatically exercised cashless. If Google subsequently adopts the net exercise method, Marvell will not receive a penny in cash and will only issue stocks at their intrinsic value net.
Taking into account the above core terms, Marvell is clearly the weaker party in this plan: ① Regardless of whether there will be subsequent income or not, it will first "give away" 1.36 million shares of warrants for free to show its sincerity; ② Google doesn't need to come up with cash yet; it directly opts for the net exercise method.
As for Google, first of all, it's a good thing that others are giving away warrants for free, so you can accept them first. Secondly, there was originally a cooperation with Marvell on custom ASics (Axion CPU), and there are subsequent product plans such as MPU (Memory Processing Unit), and the "bargaining power" between Marvell and Broadcom has been enhanced.
For Marvell, this is not the first equity-related plan. The company has previously signed similar plans with Amazon and NVIDIA.
1) Amazon: Has signed two warrant agreements
The first one was signed on December 2, 2024, covering customized AI products, optical DSP, AEC DSP, PCIe retimer, DCI optical modules, Ethernet switching silicon and other products, with a total of 4.18 million shares.
Vesting conditions: Among them, 280,000 shares are vested by time (free gift); 2.7 million shares are linked to the revenue from customized AI products, and 1.2 million shares are linked to the revenue from other products (including general products). The revenue is calculated up to January 5, 2030 (a five-year period).
The second one was signed on December 2, 2025, and it was a customer incentive signed simultaneously with the acquisition. The signing of the announcement of the acquisition of Celestial AI (Amazon itself is a core customer of it) on the same day is linked to Amazon's purchase of Photonic Fabric products, totaling 1.045 million shares.
2) NVIDIA: Series A convertible preferred stocks
Signed on March 31, 2026, the cooperation attached to NVLink Fusion: Among them, Marvell offers custom XPU and NVLink Fusion compatible scale-up networks. Nvidia offers Vera cpus, ConnectX nics, BlueField Dpus, NVLink, Spectrum-X switches and rack-level environments. The two sides will also collaborate on silicon photonics.
Nvidia is the only one among these plans that paid 2 billion US dollars in "real money" and is a strategic shareholder with voting rights. Nvidia can choose to convert its preferred shares into common shares.
There is a difference between the two clients for the company: the company itself is a major supplier to Amazon, while Google is the entry point that the company "forced open" from Broadcom (which has been cooperating with Google on TPU for ten years).
Overall, the relationship between Marvell and NVIDIA seems more like a strategic partnership of mutual collaboration. The agreements between the company and Amazon and Google are more of Marvell's proactive gestures to secure orders from major clients.
From Marvell's perspective, the most important thing at present is to gain the recognition of major clients and large orders. The company itself is a competitor, and this move is relatively proactive. As the company's cooperation with major clients like Google deepens gradually, it might "accidentally" secure a large TPU order.
