ADVANCED MICRO DEVICES INC 8-K

What Happened

• Advanced Micro Devices, Inc. (AMD) announced on February 24, 2026 (8-K filed) that it issued a performance-based warrant to Meta Platforms, Inc. on February 23, 2026. The warrant lets Meta purchase up to 160 million AMD common shares at an exercise price of $0.01 per share and is linked to a strategic arrangement governing purchases of AMD Instinct™ GPU products. The parties amended their Master Purchase Agreement (originally dated May 23, 2023) and Meta agreed to a binding commitment to purchase the initial one (1) gigawatt equivalent of certain AMD Instinct GPUs.

Key Details

• Warrant size and price: up to 160,000,000 shares; $0.01 exercise price per share.
• Vesting triggers: first tranche vests on shipment of the initial 1 gigawatt (GW) equivalent; full vesting requires purchases totaling 6 GW equivalent.
• Additional vesting conditions: vesting also depends on escalating AMD stock-price thresholds (final tranche requires a $600 per share threshold) and certain technical/commercial conditions by Meta.
• Term and mechanics: exercisable (in whole or part) through 5:00 p.m. ET on February 23, 2031, by cash payment or cashless exercise; transfer restricted except to controlled affiliates without AMD consent. Meta received customary registration rights regarding the Warrant Shares.

Why It Matters

• Potential dilution: if fully exercised, the warrant could add up to 160 million AMD shares, but issuance to Meta is contingent on GPU purchase milestones and stock-price hurdles, so actual dilution depends on future events.
• Commercial significance: the arrangement formalizes a binding purchase commitment for AMD Instinct GPUs (initial 1 GW) from a major hyperscaler, providing potential revenue visibility tied to GPU demand.
• Liquidity and resale: registration rights granted to Meta would enable resale of issued shares through registrations, subject to securities laws. The long exercise window (through 2031) and performance-based vesting mean financial impact will be realized over time if milestones and price conditions are met.