The warrants AMD issued to OpenAI and Meta cover up to 320 million AMD shares at an exercise price of $0.01, according to its October 2025 and February 2026 8-K filings. At AMD’s $552.90 close on 11 November, those shares come to about $176.9 billion if every tranche vests, by our arithmetic from Nasdaq prices.
That is about $88.5 billion for each customer’s 160 million shares, and about 3.4 times the $52.7 billion the same 320 million shares came to at the $164.67 close on 3 October 2025, the last session before the OpenAI deal was announced, by our arithmetic. William Blair, which upgraded AMD on 12 November, sees custom chips as a risk to AMD’s GPUs at both customers, Investing.com reported.
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The key insight: At the 11 November close, the 320 million AMD shares OpenAI and Meta can earn come to about $176.9 billion if fully vested, about $14.7 billion of stock per gigawatt on average, by our arithmetic; AMD’s 10-Q valued them at a weighted $178.58 a share, and its revenue reduction is set at the $14.25 grant-date value.
Each warrant covers up to 160 million shares. The OpenAI 8-K says the first tranche vests after delivery of the initial one gigawatt of Instinct MI450 Series GPUs, and full vesting is “contingent upon Warrantholder, its affiliates or Authorized Purchasers purchasing six (6) gigawatts of AMD Instinct GPU products”.
Vesting is also tied to the share price. The OpenAI 8-K cites “specified Company stock price targets that escalate to $600 per share for the final tranche and stock performance thresholds”. The Meta 8-K uses the same six-gigawatt structure, with thresholds that “escalate to $600 per share for the final tranche”. Each vested tranche must also meet technical and commercial conditions before it can be exercised.
The OpenAI warrant can be exercised until 5 October 2030 and the Meta warrant until 23 February 2031, the filings say. The 10-Q adds that “no warrant shares had vested or become exercisable, or been exercised, forfeited or expired” as of 26 September.
Value of the 320 million AMD warrant shares held by OpenAI and Meta (160 million each, AMD Forms 8-K of 6 October 2025 and 24 February 2026) at four AMD share prices: the 3 October 2025 close of $164.67 before the OpenAI deal, the 25 September 2026 close of $630.63, the 11 November 2026 close of $552.90 (Nasdaq) and the $600 final-tranche price target in both 8-Ks. Values assume full vesting and are our arithmetic (shares multiplied by price).
What the Shares Come To at Today’s Price
Spread evenly, 160 million shares over six gigawatts is about 26.7 million shares per gigawatt, or about $14.7 billion of AMD stock per gigawatt at the 11 November close, by our arithmetic. The filings do not give the size of each tranche, so this is an average, not a tranche value.
At the $600 final-tranche price target, the 320 million shares come to $192.0 billion; that target is 8.5% above the 11 November close. At the $630.63 close on 25 September, the last close before AMD’s quarter ended, they came to about $201.8 billion, by our arithmetic. In pre-market trading at 6:25 a.m. ET on 12 November, AMD was at $566.28, which puts them at about $181.2 billion.
Up to 320 million new shares would be about 19.5% of the 1,640,087,251 shares on the 10-Q cover, as we set out when the 10-Q was filed. AMD’s press release of 6 October 2025 quoted chief financial officer Jean Hu: “Our partnership with OpenAI is expected to deliver tens of billions of dollars in revenue for AMD while accelerating OpenAI’s AI infrastructure buildout”.
How AMD’s Books Value Them
AMD’s 10-Q puts the weighted-average fair value of the warrants at $178.58 per share on 26 September. It says that figure is “based on the Company’s updated probability of the customers meeting the conditions required for exercisability and primarily on its closing stock price as most market conditions had been met”. That is 28.3% of the $630.63 close on 25 September, by our arithmetic.
The revenue effect runs on a different number. The weighted-average grant-date fair value was $14.25 per share, and the 10-Q says the unrecognised grant-date value of $4.5 billion would be “recorded as a reduction of revenue proportionally as qualifying customer revenue is recognized”. AMD’s 11 November close is about 3.1 times the $178.58 fair value, by our arithmetic. Our 4 November piece tracked the rise in that fair value from the grant date.
The warrant liability, $1.2 billion at 26 September, is remeasured each quarter, and the third-quarter change in its fair value was a loss of $1,097 million in other income. AMD’s 11 November close was 12.3% below its 25 September close, by our arithmetic. The 10-Q risk factors say “changes in our stock price or in these estimates may result in substantial non-cash gains or losses in future periods”.
The Structural Read
As we read the filings, the warrants carry three different prices: the $14.25 grant-date value that comes off revenue, the $178.58 fair value that sets the liability, and the market price that sets what the holders could receive; at the 11 November close the market price was about 3.1 times the fair value, by our arithmetic.
As we read the terms, the share price is no longer the main gate: the 10-Q says most market conditions had been met by 26 September, which leaves the six-gigawatt purchase milestones and the technical and commercial conditions as the remaining tests.
AMD, Form 10-Q for the quarter ended 26 September 2026
“changes in our stock price or in these estimates may result in substantial non-cash gains or losses in future periods”
Three Implications
FOR AMD’S REPORTED REVENUE The 10-Q says $4.5 billion of unrecognised grant-date value would be recorded as a reduction of revenue as qualifying customer revenue is recognized.
FOR AMD’S OTHER INCOME The warrant liability, $1.2 billion at 26 September, is remeasured each quarter; the third-quarter change was a loss of $1,097 million, and the 11 November close was 12.3% below the 25 September close, by our arithmetic.
FOR THE SHARE COUNT Up to 320 million shares, about 19.5% of the shares on the 10-Q cover, by our arithmetic; none had vested by 26 September.
The framework says: “The $1T capex cycle is being underwritten by a $1T concentrated demand commitment from two counterparties whose combined free cash flow is deeply negative.”
As we read it, AMD’s warrants are one way a chip supplier ties its own equity to a few large buyers: OpenAI, one of the two counterparties the framework names, and Meta can earn up to 320 million AMD shares as they buy. The framework does not discuss AMD’s warrants.
One AMD warrant share, three values: the weighted-average grant-date fair value of $14.25, which sets the revenue reduction, and the weighted-average fair value of $178.58 on 26 September 2026, both from AMD’s 10-Q for the quarter ended 26 September 2026, against AMD’s $552.90 close on 11 November 2026 (Nasdaq). The exercise price is $0.01 a share.
What Is Not Established
The filings do not give the number of shares in each tranche, the price target for each tranche before the last, or the gigawatt milestones between the first and the sixth. AMD does not say which price targets have been met; the 10-Q says only that most market conditions had been met at 26 September.
The dollar values here are shares multiplied by a price; they are not AMD’s fair values, which also reflect its probability estimates, and they do not account for any effect of new shares on the price. We read William Blair’s view through Investing.com’s report, not the note. We did not contact AMD, OpenAI or Meta for this piece.
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At the 11 November close, the 320 million AMD shares that OpenAI and Meta can earn come to about $176.9 billion if fully vested, about $14.7 billion per gigawatt on average, by our arithmetic. AMD’s own 10-Q valued them at $178.58 a share on 26 September, while the revenue reduction is set at the $14.25 grant-date value.
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A note on sourcing. Warrant terms are from AMD’s Forms 8-K of 6 October 2025 and 24 February 2026 and its 6 October 2025 press release; fair values, the warrant liability and share count are from its 10-Q for the quarter ended 26 September 2026, all read in full on EDGAR. Prices are Nasdaq closes; the 6:25 a.m. ET price is a pre-market quote, not a close.
William Blair’s view is as reported by Investing.com and cited in our earlier piece. Dollar values, ratios and percentages are our arithmetic. AMD, OpenAI and Meta were not contacted for this piece.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
