Google and Amazon received warrants over as many as 83.97 million shares in two chip suppliers within three weeks. Full exercise would give Google about 6.30% of Marvell and Amazon about 2.33% of Qualcomm on a post-issuance basis, calculated from the companies’ latest reported common-share counts.
Those stakes are not free shares. They are also not evidence of $180 billion in committed chip orders or $16.2 billion of investment. The first number adds two maximum vesting ladders. The second multiplies every possible warrant share by its strike price. Both collapse contingent options into present facts.
The contracts show something more consequential. Hyperscalers are using their procurement scale to claim part of the equity upside they help suppliers create.
Two very different vesting ladders
Marvell issued Google a warrant on August 18 for up to 58,970,907 shares at $206.58 each. Only 1,360,867 shares vest with time, in four quarterly installments. The other 57,610,040 vest in 240 tranches as Marvell recognizes qualifying revenue from discretionary Google purchases. Each $500 million unlocks about 240,042 shares, according to the warrant and 8-K.
All 240 revenue tranches would therefore require $120 billion of qualifying revenue through January 2033. That is a mathematical ceiling, not an order book. It equals almost 11 years of Marvell’s total revenue at the latest $2.74 billion quarterly run rate reported in its August 10-Q. The contract calls the purchases discretionary.
Qualcomm’s ladder discloses less detail. Its September 8-K gives Amazon a ten-year warrant over as many as 25 million shares at $161.26. It vested 3.75 million shares immediately based on initial purchase commitments. The remaining shares vest through commercial agreements, binding purchase orders and actual purchases, with $60 billion as the maximum payments counted. The filing does not disclose the dollar amount of the initial commitment or a tranche schedule.
| Measure | Google and Marvell | Amazon and Qualcomm |
|---|---|---|
| Maximum warrant shares | 58.97 million | 25.00 million |
| Exercise price per share | $206.58 | $161.26 |
| Maximum milestone basis | $120 billion qualifying revenue | $60 billion qualifying payments |
| Maximum cash exercise payment | $12.18 billion | $4.03 billion |
| September 9 gross value of underlying shares | $13.86 billion | $4.41 billion |
| Grant-date fair value | Not disclosed | Not disclosed |
| Cash investment at issuance | No amount disclosed | No amount disclosed |
The maximum dilution is material across both suppliers, but it is not unprecedented in AI chips. Each percentage below treats one warrant in isolation and adds its maximum shares to the issuer’s latest reported common shares outstanding.
The strike is not the value
Google would pay $12.18 billion if it exercised all 58.97 million Marvell shares for cash at the stated strike. Amazon would pay $4.03 billion for all 25 million Qualcomm shares. Both contracts also permit cashless exercise, which would issue fewer shares instead of requiring the full cash payment.
At the September 9 closes, Marvell’s underlying shares had a gross market value of $13.86 billion and Qualcomm’s had a value of $4.41 billion. The spreads above the strike were about $1.68 billion and $379 million, respectively, before vesting, time value and other conditions. Those calculations use closes of $235.01 for Marvell and $176.40 for Qualcomm from market data supplied by LSEG and the Financial Times.
These September 9 calculations are historical observations, not current valuations.
None of those figures is the warrant’s grant-date fair value. Neither new 8-K discloses that accounting estimate. Neither discloses a cash investment by the customer when the warrant was issued. A market-value calculation prices the underlying shares. A grant-date valuation would price the option, including vesting probability, volatility and term.
The distinction already matters at Marvell. Its December 2024 agreement with AWS covered 4,180,683 shares at $87.7706. About 3.9 million shares vest with customer revenue, including about 2.7 million tied to custom AI products. Marvell later measured that warrant’s grant-date fair value at $227.6 million and records the cost as a reduction of revenue as qualifying sales occur, its latest filing says. The equity incentive is economically closer to a contingent customer concession than outside capital.
A template, not a standard contract
AMD pushed the structure further with OpenAI in October 2025. Its warrant covers up to 160 million shares at one cent each. The first tranche depends on delivery of one gigawatt of MI450 systems. Full vesting requires six gigawatts of purchases, plus stock-price and performance conditions that rise to $600 for the final tranche, according to AMD’s 8-K. No shares had vested or become exercisable by June 27, AMD’s latest 10-Q says.
The four deals share a mechanism, not a price list. Customers earn equity rights as orders, revenue or deployment milestones arrive. Yet the exercise prices range from one cent to near-market strikes. The performance gates range from dollars of revenue to gigawatts and stock-price targets. Only some shares vest at signing or with time.
That variation makes this an emerging procurement template rather than a settled standard. Custom silicon requires years of joint design, qualification and manufacturing planning. A warrant rewards the buyer for staying long enough to make that work valuable. It also lets a buyer capture gains that would otherwise accrue entirely to supplier shareholders.
The risk sits in the asymmetry. If purchases disappoint, much of the warrant never vests. If the program succeeds and the supplier’s shares rise, the customer receives both the chips and an equity return. Suppliers book the revenue, but their shareholders fund part of the inducement through dilution or contra-revenue.
Procurement comparisons now need an equity column. Headline order ceilings say little without the vesting curve. Strike value says little without the current share price and grant-date fair value. The useful questions are how many shares have vested, what purchases remain discretionary, and how much reported revenue will be surrendered to the customer incentive.
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