AMD issues warrant to OpenAI for up to 160 million shares tied to GPU purchases

Advanced Micro Devices Inc. (NASDAQ: AMD) issued a warrant to OpenAI OpCo LLC on October 5, 2025, allowing the artificial intelligence company to purchase up to 160 million AMD shares at $0.01 per share, according to a company filing.

The warrant vests in tranches based on OpenAI's purchases of AMD Instinct GPU products. The first tranche vests after delivery of one gigawatt of AMD Instinct MI450 Series GPU products, with full vesting requiring purchases of six gigawatts of AMD Instinct GPU products by OpenAI, its affiliates, or authorized third-party purchasers.

Vesting also requires AMD's stock price to reach specified targets, escalating to $600 per share for the final tranche. Each tranche must meet additional technical and commercial conditions before exercise.

The warrant was issued alongside a product purchase agreement between AMD and OpenAI. OpenAI committed to purchase the initial one gigawatt of AMD Instinct MI450 Series GPU products upon signing the agreement.

The warrant expires on October 5, 2030, and can be exercised through cash payment or cashless exercise. Transfer restrictions limit the warrant to affiliates with limited exceptions. The warrant shares will be freely tradeable subject to securities laws and specified limitations.

OpenAI received customary demand and piggyback registration rights for the warrant and shares through a separate registration rights agreement executed concurrently with the warrant issuance.

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