MRVL: Subsidized tie-up with GOOGL—can it chip away at AVGO?

Marvell Technology (MRVL) issues warrants to Google for the first time, driving a 10%+ rally in MRVL shares, while Broadcom (AVGO) sold off. The move signals the market’s view that MRVL could capture Google’s TPU-related orders.

Here, Dolphin Research reviews the two parties’ deal structures and implications. We outline the key points below.

1) Marvell–Google agreement

Per the disclosed terms, the commercial agreement was signed on Jul 29, 2026, with warrant issuance on Aug 18, 2026. The strike is set at $206.58 per share (vs. the 8/18 close of $216, ~4% discount).

Total warrants issued: 58.97 mn shares, split into two buckets:

① Time-based vesting (outright grant): 1.36 mn shares. Roughly 0.34 mn shares vest at months 3/6/9/12 post-issuance. This portion is unconditional.

② Performance-based vesting (revenue unlock): 57.61 mn shares, divided into 240 tranches. From Aug 1, 2026 through Jan 29, 2033, each $500 mn of qualified sales unlocks one tranche (240k shares).

Qualified sales must be for custom-developed products, including third-party purchases on Google’s behalf. This means Marvell’s standard parts sold to Google — optical DSPs, DCI modules, general-purpose SSD controllers — do not count, while custom ASICs do, including AI inference accelerators, storage controllers, NICs, memory interface controllers, and near-memory compute.

Notably, the agreement allows Google to choose cash or cashless exercise unilaterally; if in-the-money at expiry, it will auto cashless exercise. Under net share settlement, Marvell receives no cash and issues shares equal to the intrinsic value.

2) Implications of the new agreement

Reading the key terms, Marvell is clearly the weaker side here: ① it grants 1.36 mn warrants upfront regardless of subsequent revenue; ② Google can opt for net share settlement, avoiding a cash outlay. Combined with the ASIC-only revenue qualification, this looks like Marvell’s bid to pry away Google’s custom ASIC business from Broadcom.

For Google, there is a free warrant package to accept. It already collaborates with Marvell on custom ASICs (Axion CPU), with MPU plans ahead, and can enhance bargaining power vs. Broadcom.

For Marvell, this is not its first equity-linked arrangement. The company has signed similar structures with Amazon and Nvidia.

1) Amazon: two warrant agreements

The first, signed on Dec 2, 2024, covers custom AI products, optical DSP, AEC DSP, PCIe retimers, DCI optical modules, Ethernet switch silicon, totaling 4.18 mn shares. Vesting: 0.28 mn time-based (free grant); 2.70 mn tied to custom AI revenue; 1.20 mn tied to other product revenue (including standard parts), with revenue measured through Jan 5, 2030 (5 years).

The second, signed on Dec 2, 2025, as a customer incentive alongside an acquisition. Announced the same day as the Celestial AI deal (Amazon is a core customer), vesting is linked to Amazon’s procurement of Photonic Fabric products, totaling 1.045 mn shares. This aligns incentives with Amazon’s adoption of the acquired technology.

2) Nvidia: Series A convertible preferred

Signed on Mar 31, 2026, tied to NVLink Fusion collaboration: Marvell provides a custom XPU with NVLink Fusion-compatible scale-up networking, while Nvidia contributes the Vera CPU, ConnectX NIC, BlueField DPU, NVLink, Spectrum-X switching, and rack-level environments; the parties also pursue silicon photonics. Nvidia is the only party paying real cash — $2 bn — becoming a voting strategic shareholder, with the option to convert to common.

Overall, the Google agreement mirrors the Amazon template but at a different scale: ① shares jump from 4.18 mn to 58.97 mn (10x+); ② the strike is near spot, with Google’s $206.58 far above Amazon’s $87. Customer context also differs: Amazon is already a major buyer, while Google is an entry Marvell is attempting to pry open from Broadcom, which has a decade-long TPU partnership with Google.

Broadly, Marvell–Nvidia looks like a strategic, mutual collaboration. By contrast, the Amazon and Google agreements are more of Marvell’s proactive overtures to secure large client orders.

On TPU, the market may be misreading the setup. Marvell is more likely to win adjacent components rather than the TPU itself. Google already has MediaTek as a backup co-developer over years, making it hard for Marvell to take core TPU orders in the near term.

In the latest Google deal, Marvell offered very generous terms to crack Google–Broadcom custom ASIC ties. Google already works with Marvell on Axion CPU, and custom MPU and TPU-adjacent chips could follow.

From Marvell’s standpoint, securing validation and large orders from top clients is paramount. As collaboration with Google and others deepens, it might even inadvertently land a TPU mega order.

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Dolphin Research’s archive on Marvell (MRVL):

Earnings:

May 28, 2026 Trans: Marvell (Trans): FY28 $16.5 bn guide with room to go higher

May 28, 2026 Earnings Take: Marvell: In AI inference, connectivity beats compute?

Mar 6, 2026 Trans: Marvell (Trans): Raised revenue guide again; second XPU to ramp in FY28

Mar 6, 2026 Earnings Take: Marvell: ASIC card miss, winning back AI via interconnect

Dec 3, 2025 Trans: Marvell (Trans): AWS becomes Celestial AI’s lead lighthouse customer

Dec 3, 2025 Earnings Take: Marvell: Acq. to fill gaps, Nvidia alternative advancing

Aug 29, 2025 Trans: Marvell (Trans): Still no direct response to Alchip’s challenge

Aug 29, 2025 Earnings Take: Marvell: Cloud majors are more generous spenders; why didn’t ASIC catch a tailwind?

May 30, 2025 Trans: Marvell (Trans): AI to reach half of total revenue over time

May 30, 2025 Earnings Take: Marvell: AI QoQ stall; what’s the next trump card?

Mar 6, 2025 Trans: Marvell (Trans): Data center growth slowed sharply

Mar 6, 2025 Earnings Take: Marvell: Another dose of cold water for AI; ASIC flashing warning signs

Deep Dives:

Jan 14, 2025 Company Deep Dive: ASIC championship: Can Marvell beat Broadcom?

Jan 2, 2025 Company Deep Dive: Marvell vs. trillion-dollar Broadcom: Can ASIC ignite a comeback?

Risk disclosure and statement: Dolphin Research disclaimer and general disclosure