Advanced Micro Devices Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure
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Item 1.01 Entry into a Material Definitive Agreement.
Warrant
On October 5, 2025, Advanced Micro Devices, Inc. (the “Company”) issued to OpenAI OpCo, LLC (“Warrantholder”) a warrant (the “Warrant”) to purchase up to an aggregate of 160 million shares of common stock of the Company (the “Warrant Shares”) at an exercise price of $0.01 per share. The Warrant Shares vest in tranches based on milestones tied to purchases of AMD Instinct™ GPU products by Warrantholder or its affiliates, or indirectly through third parties (“Authorized Purchasers”), with the first tranche of shares vesting after the delivery of the initial one (1) gigawatt of AMD Instinct MI450 Series GPU products and full vesting for the 160 million shares contingent upon Warrantholder, its affiliates or Authorized Purchasers purchasing six (6) gigawatts of AMD Instinct GPU products. Vesting of Warrant Shares are further subject to achievement of specified Company stock price targets that escalate to $600 per share for the final tranche and stock performance thresholds. Additionally, each tranche of vested Warrant Shares is subject to the fulfillment of certain other technical and commercial conditions prior to exercise.
The Warrant was issued in connection with and concurrent with the entry into that certain product purchase agreement (the “Agreement”) by and between the Company and Warrantholder, which govern the purchase of AMD Instinct GPU products from the Company. Concurrent with signing, Warrantholder agreed to a binding commitment to purchase (directly or through its affiliates or Authorized Purchasers) the initial one (1) gigawatt of AMD Instinct MI450 Series GPU products.
Subject to the terms and conditions therein, the Warrant is exercisable in whole or in part after the date of issuance until 5:00 p.m. Eastern time on October 5, 2030 (the “Expiration Date”), at Warrantholder’s election, by cash payment or cashless exercise. The Warrant may not be transferred other than to affiliates, with limited exceptions. The Warrant Shares are freely tradeable, subject to securities laws and specified limitations. Warrantholder has customary demand and piggyback registration rights with respect to the Warrant and the Warrant Shares pursuant to that certain Registration Rights Agreement entered into with the Company in connection with and concurrent with the issuance of the Warrant.
The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is not complete and is qualified in its entirety by reference to the text of the Warrant in Exhibit 4.1 attached hereto, and the Registration Rights Agreement in Exhibit 10.1 attached hereto, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a copy of the press release with the Company’s announcement regarding the execution of the Agreement and issuance of the Warrant.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and such information shall not be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Warrant to Purchase Shares of Common Stock, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC. | |
| 10.1 | Registration Rights Agreement, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC. | |
| 99.1 | Press Release of Advanced Micro Devices, Inc. dated October 6, 2025. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 6, 2025 | ADVANCED MICRO DEVICES, INC. | |||||
| By: | /s/ Jean Hu | |||||
| Name: | Jean Hu | |||||
| Title: | Executive Vice President, Chief Financial Officer & Treasurer | |||||