AMD issued Meta a warrant for up to 160 million shares, vesting in tranches tied to Meta's purchases of Instinct GPUs

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

On Feb 23, 2026, AMD issued Meta Platforms a performance-based warrant, a right to buy up to 160 million shares of AMD common stock at an exercise price of $0.01 a share, according to an 8-K AMD filed on Feb 24. An 8-K is the report a US-listed company files when something material happens; this one reported the warrant under item 1.01, a material agreement, and item 3.02, an unregistered share sale, and furnished AMD's press release under item 7.01.1^,2^,3^,4^,5

AMD said it issued the warrant in connection with a strategic arrangement governing Meta's purchases of AMD Instinct GPU products. Under that arrangement AMD and Meta amended a Master Purchase Agreement dated May 23, 2023, and Meta agreed to a binding commitment to buy the initial 1 gigawatt equivalent of certain Instinct products. The 160 million warrant shares were to vest in tranches tied to purchases of certain Instinct GPU products by Meta, its affiliates or authorized purchasers: the first tranche was to vest when the first 1 gigawatt equivalent shipped, and full vesting was contingent on purchases of 6 gigawatt equivalent. Vesting also depended on AMD's stock reaching specified price thresholds that escalated to $600 a share for the final tranche, and each vested tranche was subject to other technical and commercial conditions Meta had to meet before exercise.6^,7^,8^,9^,10^,11^,12^,13

Subject to its terms, Meta could exercise the warrant, in whole or in part, until 5:00 p.m. Eastern time on Feb 23, 2031, by cash payment or cashless exercise at its election. Meta also had customary registration rights over the warrant shares, under a Registration Rights Agreement dated Feb 23, 2026.14^,15^,16

AMD's press release, dated Feb 24, 2026, described a multi-year, multi-generation partnership to deploy up to 6 gigawatts of AMD Instinct GPUs to power Meta's next generation of AI infrastructure. It said at the time that shipments supporting the first gigawatt were scheduled to begin in the second half of 2026, with a custom AMD Instinct MI450-based GPU, built on the AMD Helios rack-scale architecture announced at the 2025 Open Compute Project Global Summit.17^,18^,19^,20^,21

Jean Hu, AMD's chief financial officer, said at the time that the company expected the partnership to drive substantial multi-year revenue growth and be accretive to its non-GAAP earnings per share, a measure that leaves out items the company chooses. The release also said Meta had deployed millions of AMD EPYC CPUs, along with significant deployments of AMD Instinct MI300 and MI350 series GPUs, across its global infrastructure. In its own description of AMD, the company named gaming among the areas its technology powers.22^,23^,24^,25

The 8-K said its description of the warrant was not complete and pointed to the warrant itself, Exhibit 4.1, and to the Registration Rights Agreement, Exhibit 10.1. It said some information in the warrant exhibit was redacted because it was not material and was treated as private or confidential.26^,27