AMD (NASDAQ: AMD) and Meta ink 6GW AI GPU pact with 160M-share warrant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Advanced Micro Devices entered a major multi-year strategic partnership with Meta Platforms to deploy up to six gigawatts of AMD Instinct GPUs for Meta’s next-generation AI infrastructure. To align incentives, AMD issued Meta a performance-based warrant for up to 160 million AMD common shares at an exercise price of $0.01 per share.
The warrant vests in tranches tied to GPU purchase milestones from one to six gigawatts, AMD stock price thresholds escalating to $600 per share and additional technical and commercial conditions. AMD expects the partnership to drive substantial multi-year revenue growth and to be accretive to its non-GAAP earnings per share.
Positive
- AMD and Meta signed a multi-year, multi-generation agreement to deploy up to six gigawatts of AMD Instinct GPUs for Meta’s AI infrastructure, which AMD expects to drive substantial multi-year revenue growth and support its long-term financial model.
- AMD issued Meta a performance-based warrant for up to 160 million shares at $0.01 per share that vests only as significant GPU shipment, stock price, and technical and commercial milestones are achieved, closely aligning incentives around execution and long-term value creation.
- AMD’s CFO states the Meta partnership is expected to be accretive to AMD’s non-GAAP earnings per share, indicating management anticipates favorable economics from the large, long-duration AI infrastructure engagement.
Negative
- A warrant covering up to 160 million AMD common shares at a $0.01 exercise price represents meaningful potential equity dilution if the GPU deployment, stock price, and performance milestones are achieved and the warrant is exercised.
Insights
Large Meta AI deal with performance-based equity warrant looks strategically and financially significant for AMD.
AMD and Meta agreed to a multi-year, multi-generation partnership to deploy up to six gigawatts of AMD Instinct GPUs across Meta’s AI infrastructure. The first one-gigawatt deployment uses custom MI450-based GPUs with 6th Gen EPYC CPUs, with shipments expected to begin in 2H
To align incentives, AMD issued Meta a performance-based warrant for up to 160 million AMD shares at $0.01 per share. Tranches vest as Meta’s GPU purchases progress from one to six gigawatts and as AMD’s stock price meets escalating thresholds up to $600, with additional technical and commercial conditions.
AMD’s CFO states this partnership is expected to drive substantial multi-year revenue growth and be accretive to non-GAAP EPS, supporting AMD’s long-term financial model. Actual financial contribution will depend on Meta reaching the purchase milestones and AMD executing on its Instinct and EPYC roadmaps over the multi-year term.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(408 ) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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† | Warrant to Purchase Shares of Common Stock, dated February 23, 2026, between Advanced Micro Devices, Inc. and Meta Platforms, Inc. | |||||||
| 10.1 | Registration Rights Agreement, dated February 23, 2026, between Advanced Micro Devices, Inc. and Meta Platforms, Inc. | |||||||
| 99.1 | Press Release of Advanced Micro Devices, Inc. dated February 24, 2026 | |||||||
| 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 | ||||||||||||||||
Press Release
Contacts:
Phil Hughes
AMD Communications
512-865-9697
phil.hughes@amd.com
Ashley Settle
Meta Communications
904-629-0805
ashleysettle@meta.com
Investor Contact
Liz Stine
AMD Investor Relations
720-652-3965
liz.stine@amd.com
AMD and Meta Announce Expanded Strategic Partnership
to Deploy 6 Gigawatts of AMD GPUs
News Highlights
•Meta is partnering with AMD to rapidly scale AI infrastructure and accelerate the development and deployment of cutting-edge AI models
•AMD and Meta agree to a definitive multi-year, multi-generation partnership to deploy up to 6 gigawatts of AMD Instinct™ GPUs
•Built on the AMD Helios rack-scale architecture announced at the 2025 Open Compute Project Global Summit, shipments to support the first gigawatt deployment are expected to begin in 2H 2026, powered by a custom AMD Instinct GPU based on the MI450 architecture and optimized for Meta’s workloads
•AMD and Meta are deepening their collaboration to align their GPU and CPU silicon, systems and software roadmaps
SANTA CLARA, Calif. and MENLO PARK, Calif — February 24, 2026 — AMD (NASDAQ: AMD) and Meta today announced a 6-gigawatt agreement to power Meta’s next generation of AI infrastructure across multiple generations of AMD Instinct GPUs.
This agreement expands on the companies’ existing strategic partnership and aligns roadmaps across silicon, systems and software to deliver AI platforms purpose-built for Meta’s workloads. The first deployment will use a custom AMD Instinct GPU based on the MI450 architecture to deliver AI platforms that are optimized for Meta’s workloads at gigawatt-scale. Shipments supporting the first gigawatt deployment are scheduled to begin in the second half of 2026 powered by the custom AMD Instinct MI450-based GPU and 6th Gen AMD EPYC™ CPUs, codenamed “Venice,” running ROCm™ software and built on the AMD Helios rack-scale architecture. AMD Helios was developed jointly by AMD and Meta through the Open Compute Project to enable scalable, rack-level AI infrastructure.
“We are proud to expand our strategic partnership with Meta as they push the boundaries of AI at unprecedented scale,” said Dr. Lisa Su, chair and CEO, AMD. “This multi-year, multi-generation collaboration across Instinct GPUs, EPYC CPUs and rack-scale AI systems aligns our roadmaps to deliver high-performance, energy-efficient infrastructure optimized for Meta’s workloads, accelerating one of the industry’s largest AI deployments and placing AMD at the center of the global AI buildout.”
“We’re excited to form a long-term partnership with AMD to deploy efficient inference compute and deliver personal superintelligence,” said Mark Zuckerberg, founder and CEO of Meta. “This is an important step for Meta as we diversify our compute. I expect AMD to be an important partner for many years to come.”
In addition to the collaboration on GPUs, AMD and Meta are expanding their AMD EPYC processor partnership. Meta has been a close partner over multiple generations, deploying millions of AMD EPYC CPUs and significant deployments of AMD Instinct MI300 and MI350 series GPUs across their global infrastructure. As AI infrastructure grows in scale and complexity, CPUs are a strategic pillar of the AI compute stack, enabling efficiency, scalability and orchestration alongside GPUs. Building on deep roadmap alignment, Meta will be a lead customer for 6th Gen AMD EPYC CPUs, codenamed “Venice,” and “Verano,” a next-generation EPYC processor designed with workload-specific optimizations to deliver leadership performance-per-dollar-per-watt.
As part of the agreement, to further align strategic interests, AMD has issued Meta a performance-based warrant for up to 160 million shares of AMD common stock, structured to vest as specific milestones associated with Instinct GPU shipments are achieved. The first tranche vests with the initial 1-gigawatt of shipments, with additional tranches vesting as Meta’s purchases scale to 6 gigawatts. Vesting is further tied to AMD achieving certain stock price thresholds and exercise is tied to Meta achieving key technical and commercial milestones.
“We expect this partnership to drive substantial multi-year revenue growth and be accretive to our non-GAAP earnings per share, marking another significant step forward in delivering on our ambitious long-term financial model,” said Jean Hu, EVP, CFO and treasurer, AMD. “The performance-based structure also tightly aligns AMD and Meta around execution and long-term value creation.”
Together, AMD and Meta are collaborating across silicon, systems and software to enable AI infrastructure at a global scale that accelerates AI innovation and brings AI-powered services and experiences to billions of users.
AMD Teleconference
AMD will hold a conference call at 7:30 a.m. CT (8:30 a.m. ET) today to discuss the announcement. AMD will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at www.amd.com.
About AMD
AMD (NASDAQ: AMD) drives innovation in high-performance and AI computing to solve the world’s most important challenges. Today, AMD technology powers billions of experiences across cloud and AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack AI solutions that provide the performance and scalability needed for a new era of intelligent computing. Learn more at www.amd.com.
About Meta
Meta is building the future of human connection, powered by artificial intelligence and immersive technologies. When Meta launched in 2004, it changed the way people connect. Apps like Messenger, Instagram, and WhatsApp further empowered billions around the world. Now, Meta is moving beyond 2D screens toward experiences that foster deeper connections and unlock new possibilities.
Forward-Looking Statements
This press release contains forward-looking statements concerning Advanced Micro Devices, Inc. (AMD), such as the anticipated benefits and expectations of the proposed strategic partnership with Meta; the use of current and future AMD technology for large-scale AI deployments; the expected benefits from the parties’ collaboration across silicon, systems and software roadmaps; expected milestone and performance-based value creation; the deployment of six gigawatts of AMD Instinct™ GPUs and timing thereof; the expected business performance results; AMD’s outlook on the AI industry; the expected partnership between AMD and Meta regarding AMD EPYC™ CPUs and anticipated benefits; the expected demand of AMD platforms across large-scale AI deployments; the expectation that the partnership between AMD and Meta will drive multi-year revenue growth and be accretive to AMD’s non-GAAP earnings per share; expectations regarding AMD’s long-term financial model; expected alignment of AMD and Meta around execution and long-term value creation; the ability of AMD and Meta to deploy large-scale AI compute foundation needed for global demand and accelerate the future of high-performance and AI computing; the availability, timing and expected benefits of AMD products and roadmaps; and the expected demand for AMD products, all of which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “would,” “may,” “expects,” “believes,” “plans,” “intends,” “projects” and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this press release are based on current beliefs, assumptions and expectations, speak only as of the date of this press release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and are generally beyond AMD’s control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: AMD's ability to introduce products, including AMD Instinct GPUs, on a timely basis with expected features and performance levels; uncertainties involving the ordering and shipment of AMD’s products; ability of third party manufacturers to manufacture AMD's products on a timely basis in sufficient quantities and using competitive technologies; availability of essential equipment, materials, substrates or manufacturing processes; ability to achieve expected manufacturing yields for AMD’s products; AMD's ability to rely on third party supply-chain logistics functions; competitive markets in which AMD’s products are sold; the cyclical nature of the semiconductor industry; market conditions of the industries in which AMD products are sold; loss of a significant customer; economic and market uncertainty; quarterly and seasonal sales patterns; AMD's ability to adequately protect its technology or other intellectual property; unfavorable currency exchange rate fluctuations; AMD's ability to generate revenue from its semi-custom SoC products; potential security vulnerabilities; potential security incidents including IT outages, data loss, data breaches and cyberattacks; AMD’s reliance on third-party intellectual property to design and introduce new products; AMD's reliance on third-party companies for design, manufacture and supply of motherboards, software, memory and other computer platform components; AMD's reliance on Microsoft and other software vendors' support to design and develop software to run on AMD’s products; AMD’s reliance on third-party distributors and add-in-board partners; impact of modification or interruption of AMD’s internal business processes and information systems; compatibility of AMD’s products with some or all industry-standard software and hardware; costs related to defective products; AMD’s ability to effectively control sales of its products on the gray market; impact of climate change on AMD’s business; impact of government actions and regulations such as export regulations, import tariffs, trade protection measures, and licensing requirements; AMD’s ability to realize its deferred tax assets; potential tax liabilities; current and future claims and litigation; impact of environmental laws, conflict minerals related provisions and other laws or regulations; evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters; issues related to the responsible use of AI; restrictions imposed by agreements governing AMD’s notes, the guarantees of Xilinx’s notes and the revolving credit agreement; AMD’s ability to satisfy financial obligations under guarantees and other commercial commitments; impact of acquisitions, joint ventures and/or investments on AMD’s business and AMD’s ability to integrate acquired businesses; impact of any impairment of the combined company’s assets; political, legal and economic risks and natural disasters; future impairments of technology license purchases; AMD’s ability to attract and retain key employees; and AMD’s stock price volatility. Investors are urged to review in detail the risks and uncertainties in AMD’s Securities and Exchange Commission filings, including but not limited to AMD’s most recent reports on Forms 10-K and 10-Q.
FAQ
What did AMD (AMD) announce in its 8-K about Meta?
AMD announced a multi-year strategic partnership with Meta to deploy up to six gigawatts of AMD Instinct GPUs for Meta’s AI infrastructure. The deal aligns AMD’s silicon, systems and software roadmaps with Meta’s workloads across multiple GPU and EPYC CPU generations.
How large is the AMD and Meta GPU deployment agreement?
The agreement targets deployment of up to six gigawatts of AMD Instinct GPUs to power Meta’s next-generation AI infrastructure. The initial one-gigawatt deployment will use a custom MI450-based GPU and 6th Gen AMD EPYC CPUs, with shipments for the first gigawatt expected to begin in the second half of 2026.
What are the key terms of the AMD warrant issued to Meta?
AMD issued Meta a performance-based warrant to purchase up to 160 million AMD common shares at an exercise price of $0.01 per share. Vesting occurs in tranches tied to GPU purchase milestones up to six gigawatts, escalating AMD stock price thresholds up to $600 and specified technical and commercial conditions.
How long is the Meta warrant on AMD shares exercisable?
The warrant is exercisable in whole or in part after issuance until 5:00 p.m. Eastern time on February 23, 2031. Meta may exercise by cash payment or cashless exercise, subject to milestone vesting and other conditions detailed in the warrant agreement between AMD and Meta.
How does AMD expect the Meta partnership to affect its financials?
AMD’s CFO said the Meta partnership is expected to drive substantial multi-year revenue growth and be accretive to AMD’s non-GAAP earnings per share. Management also described it as an important step toward delivering on AMD’s ambitious long-term financial model and long-term value creation goals.
What products and technologies are included in the AMD–Meta AI partnership?
The partnership spans AMD Instinct GPUs, 6th Gen AMD EPYC CPUs codenamed “Venice,” and a future EPYC processor codenamed “Verano.” It also leverages AMD’s ROCm software and the AMD Helios rack-scale architecture, which was developed jointly with Meta through the Open Compute Project.
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