Marvell Technology 8-K

Summary

Custom silicon partnership with Google and a warrant for up to 58,970,907 Marvell shares. The warrant links most share vesting to Google-related purchases of custom products spanning AI inference accelerators, storage and networking controllers, memory interface controllers, and near-memory compute.

Key Figures

• Warrant: up to 58,970,907 shares at $206.58 per share; issued 8/18/2026 and exercisable, subject to vesting, through 8/18/2033.
• Vesting: 1,360,867 shares vest in equal quarterly installments during the first year after execution of the commercial agreement and warrant. The remaining shares vest in 240 equal tranches, one for each $500M of Custom Products revenue from Google and its affiliates, from Q3 FY2027 through FY2033.
• Google receives customary registration rights. Shares are subject to trading-volume restrictions and, for time-based shares, certain lock-up limitations.

Investor Takeaways

• Google-related Custom Products purchases and resulting revenue determine vesting of most warrant shares; the purchase-linked vesting period runs through FY2033.