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Marvell Technology (NASDAQ: MRVL) links Google warrant to future AI chip sales

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Marvell Technology, Inc. (MRVL) entered into a commercial agreement with Google LLC for the development of custom semiconductor products tied to Google’s TPU ecosystem, including AI inference accelerators, storage and network interface controllers, memory interface controllers and near-memory compute. In connection with this collaboration, Marvell issued Google a warrant to purchase up to 58,970,907 shares of Marvell common stock at an exercise price of $206.58 per share. A total of 1,360,867 warrant shares vest in equal quarterly installments during the first year after execution, while the remaining shares vest in 240 equal tranches, with one tranche vesting for each $500 million in custom product revenue from Marvell’s fiscal third quarter 2027 through fiscal 2033. The warrant, subject to these vesting conditions, is exercisable in whole or in part until August 18, 2033, includes customary anti-dilution adjustments and limited transfer rights, and provides Google with customary registration rights for the underlying shares.

Positive

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Negative

  • None.

Filing Explained

The disclosure creates potential dilution, not current issuance, because Google’s warrant shares remain subject to vesting and exercise.

Marvell’s August 18, 2026 Form 8-K reports that it issued Google a warrant for up to 58,970,907 shares; the underlying shares are described as expected to be issued only if they vest.

The filing therefore establishes a conditional future share-issuance capacity rather than reporting that those 58,970,907 common shares were issued on August 18, 2026. If the warrant shares ultimately vest and are issued, the added shares would reduce existing holders’ percentage ownership absent offsetting changes.

The company reports the transaction under Item 3.02 as an unregistered sale of equity securities and says the warrant shares, if vested, are expected to be issued under Section 4(a)(2); the filing does not describe a public registration of those underlying shares.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum Warrant Shares 58,970,907 shares Shares of Marvell common stock purchasable by Google under the warrant
Exercise Price $206.58 per share Exercise price for each share under the Google warrant
Time-Based Warrant Shares 1,360,867 shares Vest in equal quarterly installments during the first year after execution
Revenue Tranches 240 tranches Number of equal vesting tranches tied to custom product revenue
Revenue per Tranche $500 million Each vesting tranche triggered by $500 million in custom product revenue
Warrant Expiration August 18, 2033 Date until which the warrant is exercisable, subject to terms and vesting
warrant financial
"the Company issued to Google a warrant to purchase up to an aggregate"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
registration rights regulatory
"Google has certain customary registration rights with respect to the Warrant Shares"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"issued in reliance on the exemption from registration pursuant to Section 4(a)(2)"
lock-up limitations financial
"subject to securities laws, specified trading volume restrictions and, with respect to the Time-Based Warrant Shares, certain lock-up limitations"
Custom Products technical
"relating to the Company’s development of custom semiconductor products to Google (the “Custom Products”)"

FAQ

What agreement did MRVL announce with Google in this Form 8-K?
Marvell Technology, Inc. (MRVL) announced a commercial agreement with Google LLC for developing custom semiconductor products supporting Google’s TPU ecosystem. The collaboration covers AI inference accelerators, storage and network controllers, memory interfaces and near-memory compute solutions.

How many MRVL shares can Google purchase under the new warrant?
Google received a warrant to purchase up to 58,970,907 shares of Marvell common stock. These “Warrant Shares” vest over time based on time-based and revenue-based conditions linked to Marvell’s custom semiconductor sales to Google and its affiliates.

What is the exercise price of the warrant issued by MRVL to Google?
The warrant issued by Marvell to Google has an exercise price of $206.58 per share. This price, along with the number of warrant shares, is subject to customary adjustment provisions described in the warrant agreement attached as an exhibit.

How do the MRVL warrant shares issued to Google vest over time?
1,360,867 warrant shares vest in equal quarterly installments during the first year after execution. The remaining shares vest in 240 equal tranches, with one tranche vesting for each $500 million of custom product revenue from fiscal Q3 2027 through fiscal 2033.

Until when can Google exercise the MRVL warrant and are the shares tradeable?
Subject to vesting and other conditions, the warrant is exercisable until August 18, 2033. The underlying shares are freely tradeable subject to securities laws, specified trading volume limits, and lock-up limits on the time-based warrant shares.

How did MRVL structure the issuance of the warrant to Google under securities laws?
Marvell states the warrant was issued, and any vested warrant shares are expected to be issued, in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933. Google also receives customary registration rights for the warrant shares.

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Understanding 8-K Material Events →
false 0001835632 0001835632 2026-08-18 2026-08-18
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 18, 2026

(Date of earliest event reported)

 

 

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40357   85-3971597

(State or other jurisdiction of

incorporation)

  

(Commission

File Number)

   (IRS Employer
Identification No.)

1000 N. West Street, Suite 1200

Wilmington, Delaware 19801

(Address of principal executive offices, including Zip Code)

(302) 295-4840

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.002 per share   MRVL   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2026, Marvell Technology, Inc. (the “Company”) and Google LLC (“Google”) entered into a commercial agreement relating to the Company’s development of custom semiconductor products to Google (the “Custom Products”). The expanded partnership spans a comprehensive range of custom silicon programs that attach to the TPU ecosystem, including AI inference accelerators, storage controllers, network interface controllers, memory interface controllers, and near-memory compute. In connection with this collaboration, on August 18, 2026, the Company issued to Google a warrant (the “Warrant”) to purchase up to an aggregate of 58,970,907 shares of common stock of the Company (the “Warrant Shares”) at an exercise price of $206.58 per share.

1,360,867 of the Warrant Shares (the “Time-Based Warrant Shares”) vest in equal quarterly installments during the first year following the execution of the commercial agreement and the Warrant. The remaining Warrant Shares vest based on discretionary purchases from the Company’s third quarter of fiscal 2027 through the end of the Company’s fiscal year 2033 by or on behalf of Google and its affiliates in 240 equal tranches, with one tranche vesting for each $500 million in Custom Products revenue. The exercise price and the number of Warrant Shares are subject to customary adjustments.

Subject to the terms and conditions therein, including vesting, the Warrant is exercisable in whole or in part after the date of issuance until August 18, 2033. The Warrant may not be transferred other than to controlled affiliates without the Company’s consent. The Warrant Shares are freely tradeable, subject to securities laws, specified trading volume restrictions and, with respect to the Time-Based Warrant Shares, certain lock-up limitations. Pursuant to the terms of the Warrant, Google has certain customary registration rights with respect to the Warrant Shares.

The Warrant was issued, and the Warrant Shares, if vested, are expected to be, issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is not complete and is qualified in its entirety by reference to the text of the Warrant in Exhibit 4.1 attached to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

4.1    Warrant Agreement, dated as of August 18, 2026, between Marvell Technology, Inc. and Google LLC*
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MARVELL TECHNOLOGY, INC.
Date: August 19, 2026     By:  

/s/ Mark Casper

     

Mark Casper

EVP. Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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