Google's Marvell Warrant Doesn't Fully Vest Until Google Buys $120 Billion of Chips

MRVL issued GOOG a warrant for nearly 59 million shares valued at $12.2 billion as part of a custom chip partnership. The warrant vests in 240 installments, with each $500 million in qualifying chip purchases unlocking another tranche. Full vesting requires GOOG to purchase $120 billion worth of chips over 6.5 years—more than double MRVL's current annual revenue.

GOOG has made no binding commitment to reach the $120 billion threshold. The structure ties MRVL's dilution directly to actual order flow rather than upfront equity. At full vesting, the 59 million shares would represent significant dilution, but only if GOOG scales purchases to levels that would transform MRVL's revenue base.

The warrant mechanics create asymmetric outcomes: MRVL secures a major design win with GOOG while capping dilution to realized revenue, but investors face uncertainty around purchase velocity and final share count.