Advanced Micro Devices Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
$AMD
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Warrant
On February 23, 2026, in connection with a strategic arrangement between Advanced Micro Devices, Inc. (“AMD”) and Meta Platforms, Inc. (“Meta") governing the purchase of AMD Instinct™ GPU products by Meta, AMD issued to Meta a performance-based warrant (the “Warrant”) to purchase up to an aggregate of 160 million shares of common stock of AMD (the “Warrant Shares”) at an exercise price of $0.01 per share.
Under the arrangement, the parties entered into an amendment to that certain Master Purchase Agreement dated May 23, 2023 (the “Agreement”) and concurrent with the Warrant issuance, Meta agreed to a binding commitment under the Agreement to purchase (directly or through its affiliates, or indirectly through authorized third parties (“Authorized Purchasers”)) the initial one (1) gigawatt equivalent of certain AMD Instinct GPU products. The Warrant Shares vest in tranches based on milestones tied to purchases of certain AMD Instinct GPU products by Meta or its affiliates, or through Authorized Purchasers for the sole benefit of Meta or its affiliates, with the first tranche of Warrant Shares vesting upon shipment of the initial one (1) gigawatt equivalent of certain AMD Instinct GPU products, and full vesting for the 160 million Warrant Shares contingent upon Meta, its affiliates or Authorized Purchasers purchasing six (6) gigawatt equivalent of certain AMD Instinct GPU products. Vesting of Warrant Shares are further subject to achievement of specified AMD stock price thresholds that escalate to $600 per share for the final tranche. Additionally, each tranche of vested Warrant Shares is subject to the fulfillment of certain other technical and commercial conditions by Meta prior to exercise.
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 February 23, 2031, at Meta’s election, by cash payment or cashless exercise. The Warrant may not be transferred other than to controlled affiliates without AMD’s consent. The Warrant Shares are freely tradeable, subject to securities laws and specified limitations. Meta has certain customary registration rights, including demand registration rights and piggyback registration rights, and through underwritten block trades, with respect to the Warrant Shares pursuant to that certain Registration Rights Agreement entered into with AMD 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 AMD’s announcement regarding the strategic arrangement 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 AMD’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† | ||||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
† Certain information in this exhibit (indicated by asterisks) has been redacted because it is both (i) not material and (ii) information that the registrant treats as private or confidential.
SIGNATURES
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: February 24, 2026 | ADVANCED MICRO DEVICES, INC. | ||||||||||||||||
By: | /s/ Jean Hu | ||||||||||||||||
Name: | Jean Hu | ||||||||||||||||
Title: | Executive Vice President, Chief Financial Officer & Treasurer | ||||||||||||||||