Marvell Technology has expanded its custom chip partnership with Google and handed the tech giant a warrant to buy nearly 59 million Marvell shares, with the majority of the shares linked to future custom-chip purchases.
In a Form 8-K filing with the U.S. Securities and Exchange Commission, Marvell said it entered into a commercial agreement with Google on July 29 covering custom semiconductor products linked to Google’s Tensor Processing Unit, or TPU, ecosystem.
Marvell issued Google the warrant on Aug. 18, giving it the right to buy up to 58,970,907 shares at $206.58 each.
Google’s potential Marvell stake tied to purchases through 2033
At that exercise price, the full warrant represents about $12.2 billion worth of Marvell shares, though Google is not committing that amount upfront, and most of the shares will become available only as Google and its affiliates meet future purchase targets with Marvell.
Of the nearly 59 million shares covered by the warrant, 1,360,867 shares will vest in equal quarterly installments during the first year. The remaining 57,610,040 shares are performance-based and will vest as Marvell reaches qualifying revenue milestones from Google-related purchases.
Those shares are divided into 240 tranches, with one tranche vesting for every $500 million in qualifying revenue generated during the measuring period, which runs from August 2026 through January 2033. Full vesting of the performance portion would therefore correspond to as much as $120 billion in qualifying revenue under the warrant structure.
Google can exercise vested portions of the warrant through Aug. 18, 2033, either by paying cash or through a cashless exercise mechanism set out in the agreement.
Marvell gains larger role in Google’s AI chip plans
The commercial agreement stretches across a wide range of custom silicon programs supporting Google’s TPU infrastructure, including AI inference accelerators, storage controllers, network interface controllers, memory interface controllers and near-memory compute products.
The disclosure points to a deeper relationship between Google and Marvell as large technology companies increasingly design specialized chips for artificial intelligence workloads rather than relying solely on off-the-shelf processors.
The warrant agreement also restricts transfers and places limits on how quickly Google could sell shares it receives. Google generally cannot transfer the warrant outside controlled affiliates without Marvell’s consent, while sales of warrant shares are subject to trading-volume restrictions.
Marvell said the warrant shares, once vested and exercised, would be freely tradable subject to securities laws and certain restrictions, with Google also receiving customary registration rights.
The deal gives Marvell a potentially enormous incentive to win more of Google’s custom silicon spending while offering Google a path to build a meaningful equity position if the commercial relationship expands as planned.
Rather than a straightforward $12.2 billion investment, the arrangement effectively ties Google’s potential stake in Marvell to the success and scale of their custom chip partnership over the next several years.