AMD Files 8-K: Material Agreement, Equity Sales, and Financials

TL;DR

AMD filed an 8-K on Oct 5th for a material agreement and equity sales. Expect updates.

AI Summary

Advanced Micro Devices, Inc. (AMD) filed an 8-K on October 6, 2025, reporting on events that occurred on October 5, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and a Regulation FD disclosure. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing by AMD signals significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-07882 — Commission File Number (Identifies AMD's filing with the SEC.)
• 94-1692300 — IRS Employer Identification Number (AMD's tax identification number.)

Key Players & Entities

• ADVANCED MICRO DEVICES, INC. (company) — Registrant
• 2485 Augustine Drive (location) — Principal executive offices address
• Santa Clara, California 95054 (location) — Principal executive offices city, state, zip
• October 5, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value AMD The Nasdaq Global Sel
• $600 — ny stock price targets that escalate to $600 per share for the final tranche and sto

Filing Documents

• d28189d8k.htm (8-K) — 30KB
• d28189dex41.htm (EX-4.1) — 70KB
• d28189dex101.htm (EX-10.1) — 55KB
• d28189dex991.htm (EX-99.1) — 18KB
• g28189g0518100241981.jpg (GRAPHIC) — 2KB
• g28189g22m01.jpg (GRAPHIC) — 13KB
• 0001193125-25-230895.txt ( ) — 352KB
• amd-20251005.xsd (EX-101.SCH) — 3KB
• amd-20251005_lab.xml (EX-101.LAB) — 17KB
• amd-20251005_pre.xml (EX-101.PRE) — 11KB
• d28189d8k_htm.xml (XML) — 3KB

From the Filing

8-K 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 October 5, 2025 Date of Report (Date of earliest event reported) ADVANCED MICRO DEVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-07882 94-1692300 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 2485 Augustine Drive Santa Clara , California 95054 (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 Common Stock, $0.01 par value AMD The Nasdaq Global Select Market 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. Item1.01 Entry into a Material Definitive Agreement. Warrant On October 5, 2025, Advanced Micro Devices, Inc. (the " Company ") issued to OpenAI OpCo, LLC (" Warrantholder ") a warrant (the " Warrant ") to purchase up to an aggregate of 160 million shares of common stock of the Company (the " Warrant Shares ") at an exercise price of $0.01 per share. The Warrant Shares vest in tranches based on milestones tied to purchases of AMD Instinct GPU products by Warrantholder or its affiliates, or indirectly through third parties (" Authorized Purchasers "), with the first tranche of shares vesting after the delivery of the initial one (1) gigawatt of AMD Instinct MI450 Series GPU products and full vesting for the 160 million shares contingent upon Warrantholder, its affiliates or Authorized Purchasers purchasing six (6) gigawatts of AMD Instinct GPU products. Vesting of Warrant Shares are further subject to achievement of specified Company stock price targets that escalate to $600 per share for the final tranche and stock performance thresholds. Additionally, each tranche of vested Warrant Shares is subject to the fulfillment of certain other technical and commercial conditions prior to exercise. The Warrant was issued in connection with and concurrent with the entry into that certain product purchase agreement (the " Agreement ") by and between the Company and Warrantholder, which govern the purchase of AMD Instinct GPU products from the Company. Concurrent with signing, Warrantholder agreed to a binding commitment to purchase (directly or through its affiliates or Authorized Purchasers) the initial one (1) gigawatt of AMD Instinct MI450 Series GPU products. 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. Item3.02 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. Item7.01 Regulation FD Disclosure. Attached hereto as Exhibit 99.1 is a copy of the press release with the Company's announcement regarding the execution of the Agreement 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 the Company's filings with the Securities

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