AMD issued OpenAI a warrant for up to 160 million shares on Oct 5, 2025, alongside a 6-gigawatt GPU agreement

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.

AMD issued a warrant to OpenAI OpCo, LLC (OpenAI) on Oct 5, 2025 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 filed Oct 6, 2025. A warrant is a right to buy shares at a set price. The 8-K carries items 1.01 (a material agreement), 3.02 (an unregistered sale of equity securities) and 7.01 (a disclosure under Regulation FD). AMD and OpenAI announced the agreement behind the warrant on Oct 6, 2025, in a press release attached to the 8-K.1^,2^,3^,4^,5

The warrant was issued with a product purchase agreement for AMD Instinct GPU products. At signing, OpenAI agreed to a binding commitment to buy the first 1 gigawatt of MI450 Series products, directly or through its affiliates or authorized purchasers. The press release described a 6 gigawatt agreement across multiple generations of AMD Instinct GPUs and said the first 1 gigawatt deployment of MI450 GPUs was then set to begin in the second half of 2026. Both documents measure the purchases in gigawatts, a unit of power.6^,7^,5^,8

The shares were to vest in tranches, meaning OpenAI would earn the right to them in steps, as milestones tied to purchases of AMD Instinct GPU products were met. The first tranche was to vest after delivery of the first 1 gigawatt of MI450 Series products, and full vesting of all 160 million shares was contingent on purchases of 6 gigawatts. Vesting was also subject to AMD stock price targets that rise to $600 a share for the final tranche, and to stock performance thresholds. Each vested tranche had to meet other technical and commercial conditions before it could be exercised. Subject to its terms, the warrant was exercisable, in whole or in part, until 5:00 p.m. Eastern time on Oct 5, 2030, at OpenAI's election, by cash payment or cashless exercise. The 8-K says AMD issued the warrant in reliance on an exemption from registration.9^,10^,11^,12^,13^,14

AMD's chief financial officer, Jean Hu, said in the press release that the partnership was expected to deliver tens of billions of dollars in revenue for AMD. The release listed that among its forward-looking statements, so it was an expectation, not a result. The release said the companies' hardware and software collaboration began with the MI300X and continued with the MI350X series. AMD is a hardware company listed on Nasdaq, and its revenue was $25.79 billion in the fiscal year that ended Dec 28, 2024.15^,16^,17^,18^,19^,20

This article reads the 8-K and its press release. The company says its description is not complete and refers to the warrant, Exhibit 4.1, and the registration rights agreement, Exhibit 10.1, neither of which is among the documents we read.21