How is the Amazon-related warrant to buy QCOM shares structured to vest?

The warrant shares vest in tranches based on commercial arrangements, binding purchase orders and actual purchases of Qualcomm server chip products and related services by Amazon, tied to up to $60 billion in payments. 3,750,000 shares vested immediately upon issuance based on initial purchase commitments.

Qualcomm grants Amazon warrant for 25M shares

Q: What equity did QUALCOMM (QCOM) grant to Amazon’s affiliate in this 8-K?

QUALCOMM issued a warrant for up to 25,000,000 shares of its common stock to Amazon.com NV Investment Holdings LLC, exercisable at $161.26 per share, with cashless exercise permitted and an expiration date of September 3, 2036.

Q: What registration plans does QUALCOMM (QCOM) have for the Amazon warrant shares?

QUALCOMM reports that the warrantholder has customary registration rights for the warrant shares and that the company expects to file a resale prospectus supplement with the SEC to register the resale of the warrant shares after the reported date.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

QUALCOMM INC/DE (QCOM) disclosed that on September 3, 2026 it issued a warrant to Amazon.com NV Investment Holdings LLC, an affiliate of Amazon, in connection with a strategic collaboration for Amazon’s purchases of Qualcomm Technologies, Inc. server chip products, technology, systems and manufacturing services.

The warrant allows Amazon’s affiliate to acquire up to 25,000,000 shares of QCOM common stock at an exercise price of $161.26 per share, permits cashless exercise, and expires on September 3, 2036. Warrant shares vest in tranches based on execution of commercial arrangements, binding purchase orders and actual purchases by Amazon over the term of the warrant, tied to up to $60 billion in payments, with 3,750,000 shares vested upon issuance based on initial purchase commitments. The warrant was issued under an exemption from registration under Section 4(a)(2), and the company plans to register the resale of the warrant shares, while the holder has no voting or other stockholder rights until exercise.

Positive

Strategic Amazon collaboration with up to $60 billion in potential payments over the warrant term ties Amazon’s server chip purchases directly to equity-based incentives.
Performance-vested warrant structure links Amazon’s equity upside to actual commercial arrangements, binding orders and purchases, helping align long-term interests.

Negative

None.

Filing Explained

The September 3 filing records a warrant issuance, not an issuance of the underlying shares: 3,750,000 shares vested at grant, while the filing says warrant shares are expected to be issued and permits exercise for up to 25,000,000 shares, making any dilution conditional on exercise.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Maximum Warrant Shares: 25,000,000 shares Exercise Price: $161.26 per share Initial Vested Shares: 3,750,000 shares +3 more

6 metrics

Maximum Warrant Shares 25,000,000 shares Common stock subject to warrant issued to Amazon.com NV Investment Holdings LLC

Exercise Price $161.26 per share Exercise price for each warrant share of QUALCOMM common stock

Initial Vested Shares 3,750,000 shares Shares vested upon issuance of the warrant based on initial purchase commitments

Potential Payments Tied to Vesting $60 billion Maximum amount of payments from Amazon purchases linked to full vesting of warrant shares

Warrant Expiration Date September 3, 2036 Date on which the warrant issued to Amazon’s affiliate expires

Warrant Issuance Date September 3, 2026 Date on which QUALCOMM issued the warrant in connection with the collaboration

Key Terms

Unregistered Sale of Equity Securities, cashless exercise, registration rights, resale prospectus supplement, +1 more

5 terms

Unregistered Sale of Equity Securities regulatory

"Item 3.02. Unregistered Sale of Equity Securities."

cashless exercise financial

"The Warrant allows for cashless exercise and expires on September 3, 2036."

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

registration rights regulatory

"The Warrantholder has certain customary registration rights with respect to the Warrant Shares"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

resale prospectus supplement regulatory

"the Company expects to file with the Securities and Exchange Commission a resale prospectus supplement"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

FAQ

What equity did QUALCOMM (QCOM) grant to Amazon’s affiliate in this 8-K?

QUALCOMM issued a warrant for up to 25,000,000 shares of its common stock to Amazon.com NV Investment Holdings LLC, exercisable at $161.26 per share, with cashless exercise permitted and an expiration date of September 3, 2036.

Does the Amazon warrant give voting rights in QUALCOMM (QCOM) before exercise?

No. QUALCOMM states that as long as the warrant remains unexercised, it does not confer voting or other stockholder rights on the Amazon-affiliated warrantholder. Such rights would arise only upon exercise and issuance of common shares.

What registration plans does QUALCOMM (QCOM) have for the Amazon warrant shares?

QUALCOMM reports that the warrantholder has customary registration rights for the warrant shares and that the company expects to file a resale prospectus supplement with the SEC to register the resale of the warrant shares after the reported date.

Under what securities law exemption was the Amazon warrant issued by QCOM?

QUALCOMM states that the warrant was issued, and the warrant shares are expected to be issued, in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

When does the Amazon warrant on QUALCOMM (QCOM) common stock expire?

The company discloses that the warrant issued to Amazon.com NV Investment Holdings LLC expires on September 3, 2036, providing a long-dated option period linked to the strategic collaboration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 09:00 AM Accepted by SEC EDGAR 09/08/2026 - 09:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 3, 2026

Date of Report (Date of earliest event reported)

QUALCOMM Incorporated

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation)

000-19528		95-3685934
(Commission File Number)		(IRS Employer Identification No.)

5775 Morehouse Dr., San Diego, California,

92121

(Address of Principal Executive Offices)

(Zip Code)

858-587-1121

(Registrant’s Telephone Number, Including Area Code)

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
Common Stock, $0.0001 par value		QCOM		The Nasdaq Stock Market LLC

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 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02. Unregistered Sale of Equity Securities.

On September 3, 2026, in connection with a strategic collaboration between QUALCOMM Incorporated (the “Company”), and Qualcomm Technologies, Inc., a subsidiary of the Company, and certain of its affiliates (collectively, “QTI”), and Amazon Data Services, Inc. and certain of its affiliates (collectively, “Amazon”) related to the purchase of certain QTI server chip products, technology, systems and manufacturing services by Amazon, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC, an affiliate of Amazon (the “Warrantholder”) to acquire up to an aggregate of 25,000,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $161.26 per share.

The Warrant allows for cashless exercise and expires on September 3, 2036. The Warrant Shares vest in tranches tied to the execution of certain commercial arrangements, the placement of binding purchase orders and actual purchases of QTI’s server chip products, technology, systems and manufacturing services by Amazon during the term of the Warrant, up to a maximum amount of $60 billion in payments, with 3,750,000 shares being vested upon issuance of the Warrant based on initial purchase commitments.

The exercise price and the number of Warrant Shares are subject to customary adjustments. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or other rights as a holder of the Company’s common stock. The Warrantholder has certain customary registration rights with respect to the Warrant Shares, and the Company expects to file with the Securities and Exchange Commission a resale prospectus supplement to register the resale of the Warrant Shares in connection therewith after the date hereof.

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.

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.

	QUALCOMM Incorporated

Date: September 8, 2026	By:	/s/ Akash Palkhiwala
	Name:	Akash Palkhiwala
	Title:	Executive Vice President, Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents