AMD has promised OpenAI and Meta up to 320 million shares at a penny each

Advanced Micro Devices has handed two of the biggest names in AI a remarkable deal: the right to buy up to 320 million AMD shares for one cent apiece.

The catch is that OpenAI and Meta Platforms have to earn them. They do it by buying staggering amounts of AMD hardware, and by watching AMD’s stock climb to targets that would have sounded like fan fiction a few years ago.

How the penny-share deals work

AMD issued the first warrant to OpenAI on October 5, 2025. Meta received a matching one on February 23, 2026.

Each warrant covers up to 160 million shares at an exercise price of $0.01 per share. Both expire in five years.

A warrant is essentially a coupon for stock. The holder can redeem it at a fixed price, but only if certain conditions are met.

Here, the conditions are tied to compute. Each customer has committed to purchase up to 6 gigawatts of AMD’s Instinct MI450-series GPUs over roughly five years. The first 1 gigawatt tranche is expected to start shipping in the second half of 2026.

Vesting happens in stages. Shares unlock as the customers hit purchase milestones and as AMD’s stock price clears a series of rising targets, the last of which sits at $600.

As of AMD’s mid-2026 SEC filings, none of the warrants had vested. So for now, the penny shares remain a promise rather than a transfer.

What it does to the share count

AMD had about 1.63 billion shares outstanding as of late July 2026. The company has 4 billion authorized shares in total, so there is plenty of room under the ceiling.

If both warrants were fully exercised, the 320 million new shares would boost the outstanding count by roughly 19.6%.

The cash AMD would collect for those shares is almost comically small. Full exercise would bring in approximately $3.2 million.

With AMD trading between $600 and $630 in September 2026, the exercisable shares would carry a paper value of approximately $192 billion to $202 billion, contingent on the purchase milestones being met.

Why AMD would give away this much equity

AMD wants a bigger share of the AI accelerator market, where Nvidia has long been the incumbent. Winning that fight requires anchor customers willing to commit to multi-year, multi-gigawatt deployments.

The stock-price targets also protect existing shareholders to a degree. The final tranche only unlocks if AMD reaches $600, which means the dilution arrives alongside a much larger company.

That target is no longer hypothetical. AMD’s run to the $600 to $630 range in September 2026 pushed its market capitalization past $1 trillion.

What this means for investors and the AI chip race

For AMD shareholders, they accept a smaller ownership percentage in return for what could be a much bigger and more durable business. Two customers each committing to as much as 6 gigawatts of capacity represents a level of locked-in demand that few chipmakers can point to.

Vesting depends on execution, both AMD’s ability to deliver MI450-series chips on schedule and the customers’ ability to deploy them. Any delays to the first 1 gigawatt tranche slated for the second half of 2026 would be watched closely.

Investors should keep an eye on AMD’s future SEC filings for the first signs of vesting. That will be the clearest indication that the hardware is shipping, the milestones are landing, and the penny shares are turning from a contractual promise into actual dilution.