Key points
- AMD issued Meta and OpenAI warrants on 160 million shares each at an exercise price of $0.01.
- At Friday's $476.15 close the two are worth about $152 billion. Exercising all of it costs $3.2 million.
- Full vesting needs 6 GW of Instinct shipments per customer and an AMD share price of $600.
- AMD's Q1 10-Q says none of it has vested and none of it has touched the financial statements.
AMD (AMD) closed at $164.67 on October 3, 2025. Friday it closed at $476.15. That's a 189% gain in ten months. Great run if you own it.
That same rally is quietly making AMD's chips cheaper for Meta (META) and OpenAI. I hadn't worked that out until SemiAnalysis laid it out Monday afternoon.
Late last year and earlier this year, AMD struck deals with Meta and OpenAI to provide them with performance-based warrants that vest based on the purchase and deployment of up to 6 GW of AMD Instinct GPUs – with vesting also dependent on AMD’s share price crossing various hurdles stepping up to $600. (1/3)
— SemiAnalysis (@SemiAnalysis_) August 3, 2026
Their numbers: Meta's effective capital cost has dropped from about $2.15 an hour per GPU to about $1.60. OpenAI's went from about $2.50 to about $1.75. At $600 to $700 a share they put the GPU cost at zero for both. Above $1,000 they say the entire cluster is free, networking and servers included.
One nitpick. They describe AMD as trading in the "$500-600 range now." It closed Friday at $476.15. It has never closed above $600, and its best close ever is the $580.91 it printed on June 30. So the discount is real but it isn't as far along as that.
The structure they're describing is real though. It's all in the filings.
Two warrants, same penny
On October 5, 2025 AMD issued OpenAI a warrant for up to 160 million shares at $0.01 apiece. On February 23, 2026 it issued Meta an identical one. Both vest in tranches tied to Instinct GPU purchases. Both need 6 gigawatts to vest in full.
Each one carries a second condition. From the Meta 8-K: "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." The OpenAI filing uses almost the same sentence.
| OpenAI warrant | Meta warrant | |
|---|---|---|
| Issued | Oct. 5, 2025 | Feb. 23, 2026 |
| Shares | 160 million | 160 million |
| Exercise price | $0.01 | $0.01 |
| Full vesting | 6 GW of Instinct GPUs | 6 GW of Instinct GPUs |
| Final price hurdle | $600 | $600 |
| Expires | Oct. 5, 2030 | Feb. 23, 2031 |
That's 320 million shares. AMD had 1.63 billion outstanding on April 29. So the share count goes up 19.6% if all of it vests, and the two customers end up owning about 16% of the company.
At Friday's close the pair is worth $152 billion. Exercising all 320 million shares costs $3.2 million.
Read those two numbers again.
The line in the 10-Q
None of it is on AMD's books.
From the Q1 10-Q filed May 6: "As of March 28, 2026, none of the warrant shares had vested or become exercisable, and the warrant had no impact on our Condensed Consolidated Financial Statements for the three months then ended." AMD adds that it "will account for the warrants as a liability until certain conditions for equity classification are satisfied."
Nothing has vested because nothing has shipped. Both first-gigawatt deployments are scheduled for the second half of 2026. That's now.
So the $152 billion isn't in the share count or the EPS line. It isn't in the income statement either. The first tranche is what switches that on.
What I make of it
I don't hate the deal. AMD's problem last October wasn't cash. Nvidia (NVDA) had the customers and AMD couldn't buy its way onto the list. So Lisa Su paid in equity and got two anchor buyers who now need the stock to work. CFO Jean Hu said as much in February: "The performance-based structure also tightly aligns AMD and Meta around execution and long-term value creation."
She's right. It aligns them. It just does it with somebody else's stock.
Every dollar AMD climbs toward $600 makes those warrants worth more and the hardware cheaper for the buyers. Shareholders fund the discount. That's an easy trade to live with while the stock is up 189%. It's a worse one if AMD parks at $500 with 6 gigawatts still to deliver on each contract.
We've written about the circular financing running through this whole trade, where the chip makers help fund the customers buying their chips. AMD's version is the most expensive one out there. Nvidia is lending money. AMD is handing over 16% of itself.
Earnings land Tuesday after the close and we went through the setup Sunday. The options market is pricing a 9.7% move. I'll be listening for one thing. Whether Su says the first gigawatt has shipped.
That's the sentence that starts the clock on 320 million shares.
Sources
- AMD Form 8-K filed February 24, 2026 (Meta warrant) and Form 8-K filed October 6, 2025 (OpenAI warrant), SEC EDGAR
- AMD Form 10-Q for the quarter ended March 28, 2026, warrant note and cover page share count
- AMD press releases dated October 6, 2025 and February 24, 2026, filed as Exhibit 99.1
- SemiAnalysis thread posted August 3, 2026
- Market data through the July 31, 2026 close
