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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11AMD has not issued 320 million shares to OpenAI and Meta. The company disclosed warrants allowing the two partners to buy up to 160 million shares each for $0.01 per share, subject to vesting and other conditions. Against AMD’s 1.632 billion shares outstanding on June 27, 2026, full exercise would add 19.6% to that baseline; the new shares would represent 16.4% of the resulting 1.952 billion-share total.
What the 320 million figure means
The figure is the combined maximum number of shares covered by two warrants: up to 160 million for OpenAI and up to 160 million for Meta. It is a potential future issuance, not AMD’s current share count and not an unconditional commitment to issue every share.
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Each warrant has an exercise price of one cent per share. But the penny price does not make the shares automatic: vesting milestones and additional technical and commercial conditions must be satisfied before vested portions can be exercised. AMD reported that, as of June 27, 2026, no shares under either warrant had vested or become exercisable.
How much could the share count increase?
AMD reported 1.632 billion common shares outstanding on June 27, 2026. The following calculations assume every warrant share is issued and that no other changes to the share count occur:
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| Measure | Calculation | Result |
|---|---|---|
| Potential shares as a share of the June 27, 2026 baseline | 320 million ÷ 1.632 billion | About 19.6% increase relative to the reported baseline |
| Illustrative total after full issuance | 1.632 billion + 320 million | 1.952 billion shares |
| Potential new shares as a share of that illustrative total | 320 million ÷ 1.952 billion | About 16.4% of the post-issuance total |
These percentages answer different questions. The 19.6% compares potential new shares with the existing baseline; the 16.4% measures their portion of the hypothetical enlarged total. Neither is a forecast. AMD’s share count can change for other reasons, and the warrants may not vest or be exercised in full.
What must happen before the warrants can be exercised?
OpenAI: GPU purchases, stock thresholds, and further conditions
AMD issued OpenAI’s warrant on October 5, 2025. Its October 6, 2025 Form 8-K says vesting is tied to purchases of AMD Instinct GPUs by OpenAI, its affiliates, or authorized purchasers. The first tranche follows delivery of the initial 1 gigawatt of MI450-series GPUs, and full vesting is contingent on purchases of 6 gigawatts. OpenAI agreed to a binding commitment for the initial 1 gigawatt. AMD’s later filing also summarizes stock-price targets and stock-performance thresholds for the OpenAI warrant. Even after vesting, each tranche must meet additional technical and commercial conditions before it is exercisable.
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Meta: broad milestones disclosed, detailed thresholds not established here
AMD’s August 2026 Form 10-Q says the Meta warrant was issued in February 2026 and, like OpenAI’s, covers up to 160 million shares at $0.01 each. AMD summarizes both warrants as vesting in tranches tied to Instinct GPU purchase milestones and stock-price targets. The filing’s cited summary does not establish the Meta warrant’s exact tranche thresholds, so those should not be assumed to match OpenAI’s specific 1-to-6-gigawatt terms. Vested Meta tranches also require additional technical and commercial conditions before exercise.
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AMD’s August 2026 Form 10-Q reports that the OpenAI warrant is exercisable through October 5, 2030, and the Meta warrant through February 23, 2031. The same filing says no shares under either warrant had vested or become exercisable as of June 27, 2026. AMD classifies the warrants as liabilities until specified conditions for equity classification are met.
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The filings establish the maximum share amounts, exercise price, and broad conditional structure; the OpenAI Form 8-K says its summary is qualified by the full warrant and registration-rights agreement. The cited summary disclosure does not provide the Meta warrant’s exact tranche thresholds. The share-count snapshot is dated June 27, 2026, so later filings may report changes to shares outstanding or warrant status.
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