AMD Warrants and Share Count Explained: How Dilution Works

A company's share count looks like a fixed number on a quote page, but it is really a running total. Each quarter some new shares go to staff as pay and some are bought back and retired, and now and then a deal creates a large block of shares at once.

The single figure on a data site therefore hides several questions: which count it is, on what date, and what could be added to it later. Headlines about a company giving away part of itself make this harder, because they rarely say which count they divided by.

A share count is the denominator of everything a shareholder owns, since it sets each share's slice of the profit, the votes and the company's value. Shares that could be added later are part of what a share is worth now.

Advanced Micro Devices (AMD) is a live case, because it has promised two customers up to 160 million new shares each on conditions that have yet to be met. On BloFin, traders follow AMD's price through the AMDUSDT Perpetual, a futures contract that moves with the stock. It settles in USDT, a stablecoin pegged to the US dollar.

What are AMD's warrants?

AMD's warrants are rights it gave OpenAI in October 2025 and Meta in February 2026 to buy up to 160 million new AMD shares each. Each can buy at $0.01 a share once purchase, share-price and further conditions are met. None of those shares had vested by June 27, 2026 (source: AMD 10-Q, Q2 2026).

Seen from the share count, a warrant is a promise by AMD to create new shares later. The shares would come from AMD itself rather than from other investors, so every one would add to the total. If all 320 million were used, the two customers would pay AMD $3.2 million in all, because the price is one cent a share. With a price that low, the cash AMD receives would offset almost none of the dilution to existing holders. AMD closed at $630.63 on September 25, 2026. At that price the 320 million shares would be worth about $201.8 billion on paper, worked out as 320 million × $630.63 (source: Stock Analysis, AMD price history).

The first warrant came with the OpenAI deal and the second with the Meta deal, and each customer plans to deploy up to 6 gigawatts of AMD's data-center graphics processing units (GPUs). OpenAI's warrant can be exercised through October 5, 2030 and Meta's through February 23, 2031, so each runs for about five years from its deal (source: AMD 10-Q, Q2 2026).

Here is where AMD's count and the warrants stood in mid-2026:

How many shares does AMD have outstanding?

AMD had 1,632,475,042 shares outstanding on July 29, 2026, the count on the cover of its latest quarterly report. That is the number held by investors on that date, and it sits inside a limit of 4.0 billion shares that AMD is allowed to issue (source: AMD 10-Q, Q2 2026).

The shares-outstanding figure is only one of several share counts in AMD's filings, and data sites pick different ones:

Treasury shares are shares a company has bought back and kept instead of canceling, so they count as issued but are never outstanding. In the quarter to June 27, 2026, AMD retired 66.9 million of them, and they went back to being authorized but unissued (source: AMD 10-Q, Q2 2026). The retirement lowered the issued count and left the outstanding count where it was. With the half year's other share movements, the issued count went from 1,695 million at the end of 2025 to 1,632 million on June 27, 2026.

A weighted average is the count averaged over a period, and earnings per share divides by it. The basic figure counts shares that exist, while the diluted figure adds shares that employee awards could create, which came to 27 million in the second quarter of 2026. The warrants added nothing to the diluted figure that quarter.

How AMD's warrant shares vest

A block of warrant shares, called a tranche, turns into AMD shares only after several steps. The customer must buy enough chips, AMD's share price must clear a set level, further conditions must be met, and the customer must then exercise the warrant (source: AMD 10-Q, Q2 2026).

To vest means the customer has earned the right to that tranche, and to exercise means actually buying the shares. The path runs in this order:

For OpenAI, the first tranche comes with the first gigawatt of GPUs, full vesting needs 6 gigawatts bought, and the final tranche's share-price level is $600 (source: OpenAI 8-K). Meta's final tranche carries the same $600 level (source: Meta 8-K). Under OpenAI's warrant, AMD has five business days to issue the shares once the customer has exercised and any antitrust wait has ended (source: OpenAI warrant).

Purchases and price have to line up for the same tranche, so a share price above $600 releases nothing on its own, even after AMD's $630.63 close on September 25, 2026. Each tranche therefore passes two gates to vest and two more before any share exists. AMD has kept the size of each tranche and the price levels below $600 private, because those schedules are blacked out in the public copies of the warrants (source: Meta warrant).

After a 2-for-1 stock split, OpenAI's warrant would cover up to 320 million shares instead of 160 million (source: OpenAI warrant). Meta's warrant adjusts for a split in the same way (source: Meta warrant). AMD's own count would double in the same split, so each warrant's percentage of AMD would stay the same. The $0.01 a share the customer pays could not be cut below the par value of AMD's stock. Par value is a nominal amount per share, $0.01 today, so at today's par value the price would stay at $0.01. The warrants' public text leaves out how a split would move the share-price levels, which sit in the blacked-out vesting schedule.

AMD dilution: Basic and fully diluted

If every warrant share were issued, AMD's count would rise from 1,632,475,042 to 1,952,475,042 shares, about 19.6% more, worked out as 320 million ÷ 1,632.5 million. The new shares would make up about 16.4% of the enlarged company, so each existing share's slice would shrink by that same proportion.

Dilution is the drop in each share's slice of the company, its ownership percentage, when new shares are created. The basic view divides by today's count. The fully diluted view counts every warrant share as if it already existed, so it goes further than the diluted count AMD reports for earnings per share:

Earnings per share shows the same effect from the other side. AMD earned $1.40 a share on its basic count in the second quarter of 2026, from net income of about $2.3 billion (source: AMD 10-Q, Q2 2026). Spread over 1,952 million shares, the same profit would come to about $1.18 a share, worked out as $2.3 billion ÷ 1,952.5 million. Say you own 100 AMD shares: you would still own 100 shares, but each would claim about a sixth less of AMD's profit.

A cashless exercise barely changes these figures, because the holder only gives up a few shares in place of paying cash. The number comes from a formula based on AMD's average price over five trading days (source: OpenAI warrant). At a $600 average, 160 million shares exercised this way would still deliver 159,997,333 new shares, worked out as 160 million × $599.99 ÷ $600.

A February 2026 Investopedia report said Meta could own up to 10% of AMD (source: Investopedia via Yahoo Finance). That figure matches Meta's 160 million shares divided by the count before any new shares exist, about 9.8% on the July 2026 count. Once those shares exist, Meta's warrant would be about 8.9% of AMD.

Warrant shares that lapse at expiry

Warrant shares that are still unvested, or vested but not yet exercisable, lapse on their own once the warrant expires or if AMD ends the supply agreement early for cause. Shares that are ready to exercise on that date are exercised automatically instead (source: OpenAI warrant).

The two warrants end on different dates, October 5, 2030 for OpenAI and February 23, 2031 for Meta, and the same rules apply to each:

The early trigger is narrow, since AMD must end the supply agreement for cause. The Meta extension is narrow too: it covers only shares that were already vested and exercisable, and the extra time vests nothing new (source: Meta warrant). A canceled share never enters any count, so every lapse leaves the dilution smaller than it would be with every warrant share issued.

How many tranches lapse depends on how much the customers buy. Only the first gigawatt of OpenAI's plan is a binding purchase commitment (source: OpenAI 8-K). The same holds for the first gigawatt of Meta's plan (source: Meta 8-K). AMD describes the full 6 gigawatts as what each customer intends to deploy (source: AMD 10-Q, Q2 2026). That first gigawatt is also the milestone for each warrant's first tranche.

Registration rights: When OpenAI and Meta could sell

AMD signed a registration rights agreement with each customer. It lets the customer ask AMD to register warrant shares with the Securities and Exchange Commission (SEC) for sale to the public. OpenAI's rights run to October 5, 2033 at the latest (source: OpenAI registration rights). Meta's run to February 23, 2036 at the latest (source: Meta registration rights).

The worry these agreements speak to is overhang, a large block of shares that could come to market later and weigh on the price. The two agreements handle it differently:

A holder can also sell without a registration under the SEC's Rule 144. Each warrant commits AMD to remove the restrictive legends once the shares are freely tradeable under Rule 144 and have been held for at least a year. That promise excludes a holder who is an AMD affiliate or was one in the previous three months (source: OpenAI warrant). Both warrants also require advance notice before a large transfer, except for ordinary open-market sales and the other market sales each warrant exempts. The threshold is 10 million shares for OpenAI, and for Meta the larger of 10 million shares and 10% of recent average daily volume (source: Meta warrant).

The agreements set how a sale could happen, and they leave open whether one will. Until they exercise, the warrants give OpenAI and Meta no place on the list of AMD's shareholders.

A registered sale or a block trade by OpenAI or Meta could weigh on AMD's share price, which the AMDUSDT Perpetual tracks. The contract's live price is on the AMDUSDT Perpetual page.

AMD's authorized shares and the 2025 vote

Authorized shares are the most AMD's charter lets it issue, counting the shares already issued and those it could still issue. Stockholders raised the limit from 2,250,000,000 to 4,000,000,000 shares at the annual meeting on May 14, 2025, and the change took effect the next day (source: AMD 8-K, May 2025).

About 2.4 billion of those shares were unissued at June 27, 2026, worked out as 4,000 million authorized less the 1,632 million issued. The dates line up like this:

On March 19, 2025, AMD also had 187,591,418 shares reserved for its equity plans and 33,556,769 for convertible notes due in 2026. Its proxy said the new shares could be used for a variety of purposes, including staff equity plans, raising cash, and acquisitions or other deals. It also said the board had no present plans to issue any of the new shares (source: AMD proxy, 2025). About 94% of the votes cast on the proposal were in favor (source: AMD 8-K, May 2025).

Each warrant makes AMD keep enough authorized shares set aside for it at all times, and if AMD ever ran short it would have to seek more (source: OpenAI warrant). With about 2.4 billion unissued shares in mid-2026, the 320 million warrant shares fit well inside the limit.

How AMD accounts for the warrants

AMD says it will treat the warrants as liabilities until certain conditions for counting them as equity are met. As of June 27, 2026, no warrant share had vested or become exercisable, and the warrants had no effect on AMD's financial statements (source: AMD 10-Q, Q2 2026).

A liability is something a company owes, and equity is the part that belongs to its owners. The two quarterly reports of 2026 use slightly different words for the same position. The first-quarter report said AMD "will account for the warrants as a liability until certain conditions for equity classification are satisfied" (source: AMD 10-Q, Q1 2026). The second-quarter report says they "will be classified as liabilities" until those conditions are met.

The year-end report for 2025 said the same about the OpenAI warrant alone. None of its shares had met the vesting or exercise conditions, and it had no effect on that year's statements (source: AMD 10-K, 2025). The 2026 reports leave open what the conditions for equity treatment are and how the liability would be measured, two points to check in each new report.

Say you are reading AMD's next quarterly report for news on the warrants. Start with the warrant paragraph in the equity note, since a change there, such as a first vested tranche, would be the earliest sign that new shares are on the way. Then check the share count on the cover and the shares left in the employee equity plan, which show the everyday flows around the warrants.

AMD's share count since Xilinx

AMD's share count jumped by 429 million shares when it bought Xilinx on February 14, 2022, its last large issuance (source: AMD 10-K, 2022). Since the end of 2022 the count has risen by about 20 million, worked out from 1,612 million then to 1,632,475,042 on July 29, 2026 (source: AMD 10-Q, Q2 2026).

Xilinx was a chip designer that AMD paid for mostly in its own shares. The year-end counts from AMD's own filings show that step and the smaller moves around it:

The Xilinx shares were 35.5% of the 1,207 million AMD had at the start of 2022, worked out as 429 million ÷ 1,207 million. The two warrants' 320 million would be about three quarters of that block. In 2025 AMD issued 9 million shares for a much smaller deal, the purchase of ZT Systems (source: AMD 10-K, 2025).

Data sites that report averages show the Xilinx year differently. Stock Analysis shows AMD's average diluted share count up 27.83% in 2022, because the new shares counted for only part of that year (source: Stock Analysis).

Stock-based pay and buybacks in AMD's share count

Stock-based compensation is pay in AMD shares, adding shares as awards vest, while buybacks remove shares AMD repurchases. AMD's stock-based pay ran above its program buybacks in dollars every year from 2023 to 2025 (source: AMD 10-K, 2025). It stayed higher in the first half of 2026, and the count has crept up (source: AMD 10-Q, Q2 2026).

The dollar figures and the share figures move apart, because a buyback at $600 a share retires fewer shares per dollar than one at $200. A higher share price therefore makes buybacks a weaker brake on the count.

Taxes play a smaller part: when awards vest, AMD holds back some shares to cover employees' taxes. That took 4 million shares out of the count in 2023, 5 million in 2024 and 4 million in 2025 (source: AMD 10-K, 2025). In the first half of 2026 the count rose by about 2 million. AMD issued 4 million shares to employees, bought back 1 million and held back 1 million for taxes (source: AMD 10-Q, Q2 2026).

The room for future staff awards is set by AMD's employee equity plan. On May 13, 2026, AMD raised the plan by 65 million shares to 153 million in total, and 107 million remained available on June 27, 2026 (source: AMD 10-Q, Q2 2026). AMD returns cash to shareholders through its buyback program and pays no dividend.

AMD's share count and the AMDUSDT Perpetual

On BloFin, the AMDUSDT Perpetual is a USDT-settled futures contract whose price follows AMD stock. It offers up to 20x leverage (source: BloFin, AMDUSDT contract information). It holds no AMD shares, so a new share issue never changes how many contracts you hold, and dilution reaches a position only through the price.

BloFin's stock futures track the price of the shares and carry no ownership interest, so no vote, dividend or other shareholder right comes with the contract (source: BloFin notice). Share-count news, such as a filing or a sale notice, can land outside the regular weekday session. BloFin sets that session at 1.30PM to 8PM Coordinated Universal Time (UTC) in US daylight saving time and 2.30PM to 9PM UTC in standard time (source: BloFin notice). Outside it, and on weekends and market holidays, BloFin may limit stock futures to reduce-only orders, which cut or close a position. You could then exit or trim an AMDUSDT trade, while an order to add to it could be refused until the session reopens (source: BloFin notice).

Say you hold 100 AMDUSDT contracts. Each stands for 0.01 of an AMD share, the size BloFin set when it listed the contract on May 6, 2026 (source: BloFin listing notice). Your position therefore follows one share, about $630.63 of exposure at AMD's September 25, 2026 close, worked out as 100 × 0.01 × $630.63. If AMD issued a block of warrant shares, you would still hold 100 contracts, and only a move in AMD's price would change the position's value.

A tranche vesting, a large sale by a holder or a change in the buyback pace can all move AMD's price, like the other forces that move AMD stock. The perpetual follows that price. If you think dilution will weigh on the stock, shorting AMD on BloFin is one way to act on that view.

The AMDUSDT Perpetual also has funding, a payment between traders on the long side and the short side. BloFin settles it every eight hours (source: BloFin, AMDUSDT contract information). Hold a leveraged AMD trade for months while you wait on warrant or buyback news, and you keep paying or receiving it the whole time.

Looking to trade the AMDUSDT Perpetual as AMD's share count changes? To get started, you'll need to first create a BloFin account, fund your account with cryptocurrency, and go to the AMDUSDT Perpetual trading page.

Frequently asked questions

When does AMD need a shareholder vote to issue new shares?

Within the 4.0 billion shares its charter authorizes, AMD can usually issue shares on the board's decision. AMD's 2025 proxy said the higher limit lets it act quickly without further stockholder approval or a special meeting, except where Delaware law or Nasdaq rules require a vote (source: AMD proxy, 2025). The proxy also noted that AMD stockholders have no preemptive rights, meaning an existing holder has no right to buy into a new issue to keep the same percentage.

Do OpenAI and Meta get votes or dividends before they exercise their AMD warrants?

A warrant holder has no shareholder rights until it becomes the holder of record of the shares, so until then it cannot vote and is not entitled to dividends (source: OpenAI warrant). AMD pays no dividend in any case, which makes votes the practical point. OpenAI and Meta would gain voting power only for tranches they have vested, cleared for exercise and actually bought. Each warrant covers up to 160 million shares, which caps the votes either could gain from it.

Who are OpenAI and Meta barred from selling AMD shares to?

Each warrant bars sales of the shares to a list of restricted persons without AMD's consent, and that list is blacked out in the public copies (source: Meta warrant). Ordinary brokered sales on the open market are exempt when the seller does not know the buyer. Block trades made without prior knowledge of the buyer are exempt too, though OpenAI must make commercially reasonable efforts to check that the buyer is off the list (source: OpenAI warrant). Meta's version also exempts sales through an underwritten public offering (source: Meta warrant).

Can an antitrust review delay AMD's warrant shares for OpenAI and Meta?

A large exercise can require a filing under US antitrust law, known as the Hart-Scott-Rodino Act. Under OpenAI's warrant, AMD issues the shares within five business days after the later of the exercise date and the end of any required waiting period (source: OpenAI warrant). For Meta, a review still running at expiry keeps shares alive only if Meta had already committed to exercise them. Those shares then stay open until 180 days after the original expiry date (source: Meta warrant).

Why do websites show different AMD share counts?

They measure different things on different dates. AMD's own count on the cover of its latest quarterly report is 1,632,475,042 shares on July 29, 2026 (source: AMD 10-Q, Q2 2026). Stock Analysis shows 1,629 million basic shares for the latest twelve months, because it reports the weighted average used for earnings per share (source: Stock Analysis). Sites that round show 1.63 billion, so always check the date and the basis before comparing.

Researched and written by the BloFin Academy editorial team with AI-assisted drafting. All facts independently verified. Primary sources include AMD's quarterly reports for the first and second quarters of 2026 and its annual reports for 2022 and 2025. They also include the warrants and registration rights agreements AMD filed in October 2025 and February 2026, its 2025 proxy statement and its May 2025 vote results. Other sources are the current reports announcing the OpenAI and Meta deals and an Investopedia report carried by Yahoo Finance. Market data comes from Stock Analysis, and venue details from BloFin's AMDUSDT listing notice, stock futures notice and contract information, current as of September 28, 2026.

Nothing in this article constitutes financial advice, and nothing in it is a recommendation to buy, sell or hold AMD in any form. Up to 320 million more shares could be issued if the OpenAI and Meta warrants vest and are exercised, which would give each share a smaller claim on AMD's profits. The AMDUSDT Perpetual holds no shares, so that dilution reaches it only through AMD's price. A filing or a sale notice can land outside the regular weekday session, when BloFin may accept only orders that reduce a position. On a leveraged position, a sharp move on share-count news can bring your margin down to the maintenance margin, and BloFin may then reduce the position in part or liquidate it. Past performance does not indicate future results. Do your own research and consider your risk tolerance before you trade on BloFin.