# Marvell granted a customer a warrant for up to 59.0m shares (6.7% of shares outstanding) just after quarter end — exercise price $206.58, vesting on revenue milestones through fiscal 2033; existing customer warrants already reduce revenue

![Marvell granted a customer a warrant for up to 59.0m shares (6.7% of shares outstanding) just after quarter end — exercise price $206.58, vesting on revenue milestones through fiscal 2033; existing customer warrants already reduce revenue](https://aiswingx.com/static/covers/mrvl-fy27q2_cover.jpg?v=1790048756)

**Fiscal Q2 2027 (May–July) 10-Q: revenue $2.74bn (+37%), data center 79%, net income $308m. The subsequent-events note discloses an August warrant for 59.0m shares expiring in 2033. Customer warrants granted in fiscal 2025 and 2026 (5.2m shares, fair value $283m) are recognized as a reduction of revenue as they vest — $22.2m in the first half. The Celestial AI earn-out liability rose from $316m to $749.5m in six months, NVIDIA holds $2.0bn of preferred stock convertible into up to 21.8m shares, stock-based compensation doubled to $326.2m, and distributors' share of revenue rose from 41% to 50%**

Marvell Technology (MRVL) reported fiscal Q2 2027 (May–July 2026) revenue of $2,739.3m, up 37%, and net income of $308.0m. The last note in the 10-Q filed on August 28, Subsequent Event, says that after quarter end the company issued a customer a warrant for up to 59.0m shares at $206.58, vesting on revenue milestones through fiscal 2033 — 6.7% of shares outstanding.

- 종목: MRVL (Marvell Technology)
- 분기: FY27Q2 · 10-Q
- 작성: 2026-09-22 03:47 UTC
- 원문: https://aiswingx.com/p/mrvl-fy27q2

## 숫자 하나
New customer warrant: up to 59.0m shares at $206.58 (6.7% of 876.8m shares outstanding), expiring August 2033. Existing customer warrants: fiscal 2025, 4.2m shares at $87.77 (fair value $227.6m, 1.2m vested) + fiscal 2026, 1.0m shares at $87.00 ($55.4m, none vested). Revenue reduction from warrant vesting $22.2m in the first half ($19.1m a year earlier). Celestial contingent consideration liability $315.8m → $749.5m. NVIDIA preferred $2.0bn, conversion price $91.84, up to 21.8m shares. Stock-based compensation $326.2m ($153.6m a year earlier). Distributor revenue $1,374.4m (50%, 41% a year earlier).

## 비유 하나
(구독자 전용)

## 출처 하나
Marvell Technology Form 10-Q for fiscal Q2 2027 (as of August 1, 2026): subsequent-events note (new warrant), customer-warrant paragraph and revenue-by-customer-type table in the revenue note, statement of stockholders' equity (warrant vesting), business-combinations note (Celestial AI contingent consideration), fair-value note (earn-out liability, forward contract), equity note (NVIDIA Series A preferred), statement of operations and cash-flow statement

## 다음 분기에 볼 것
(구독자 전용)

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## What happened

Marvell Technology (MRVL) sells custom data-center silicon (custom XPUs) and networking chips.

Its quarterly report (10-Q) for fiscal Q2 2027 (May 3–August 1, 2026) shows revenue of **$2,739.3m**, up 37% from $2,006.1m a year earlier, of which data center contributed $2,171.5m, or 79%. Operating income was $459.7m and net income **$308.0m** ($194.8m a year earlier).

The last note in the 10-Q, Subsequent Event, reads: "Subsequent to quarter end, the Company issued a warrant to a customer to purchase an aggregate of up to **59.0 million** of the Company's common stock at an exercise price of **$206.58** per share over a seven year term expiring in August 2033. The warrant is eligible for vesting from the Company's third quarter of fiscal 2027 through the end of fiscal 2033, upon meeting certain revenue milestone conditions or time-based conditions." Those 59.0m shares are **6.7%** of the 876.8m shares outstanding at August 1.

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(End of free preview. What the numbers mean, why it matters, company context, the next-quarter checklist and the arithmetic are available to subscribers — https://aiswingx.com/pricing)

## 관련 뉴스
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## FAQ

**Q. Which customer received the warrant?**

The 10-Q does not name the customer. This article reports only what the filing states: the quantity (up to 59.0m shares), the exercise price ($206.58), the expiry (August 2033) and the vesting conditions (revenue milestones or time-based conditions from fiscal Q3 2027 through fiscal 2033).

**Q. How much revenue do the warrants remove?**

Existing warrants are recognized as a reduction of revenue as they vest. The statement of stockholders' equity shows $10.9m in fiscal Q1 2027 and $11.3m in Q2 ($22.2m in the first half), against $19.1m in the first half a year earlier. The accounting for the new 59.0m-share warrant and the size of any reduction are not stated in the subsequent-events note and can be checked in the Q3 report.

**Q. Why did the Celestial earn-out liability more than double?**

The filing says the liability is remeasured at fair value each quarter using a Monte Carlo model, with changes recognized in other expense, and that in April 2026 the company entered a cash-settled forward stock purchase contract with a $300m notional amount and a twelve-month term to manage its exposure to its own stock price. This article reports the change in the liability ($315.8m to $749.5m); the size of the remeasurement and its interpretation are covered in the subscriber section.

**Q. Where can I verify these numbers?**

On SEC EDGAR: Marvell's fiscal Q2 2027 Form 10-Q (accession 0001835632-26-000025), Note 15 Subsequent Event, the customer-warrant paragraph and revenue-by-customer-type table in the revenue note, the 'vestings of common stock in connection with customer warrant' rows in the statement of stockholders' equity, Note 4 Business Combinations, Note 6 Fair Value Measurements and the Series A preferred paragraph in the equity note.