Latham & Watkins Advises AMD on Warrant Agreement With Open AI

AMD (NASDAQ: AMD) and OpenAI announced a 6 gigawatt agreement to power OpenAI’s next-generation AI infrastructure across multiple generations of AMD Instinct GPUs. The first 1 gigawatt deployment of AMD Instinct MI450 GPUs is set to begin in the second half of 2026. As part of the agreement, to further align strategic interests, AMD has issued OpenAI a warrant for up to 160 million shares of AMD common stock, structured to vest as specific milestones are achieved. The first tranche vests with the initial 1 gigawatt deployment, with additional tranches vesting as purchases scale up to 6 gigawatts. Vesting is further tied to AMD achieving certain share-price targets and to OpenAI achieving the technical and commercial milestones required to enable AMD deployments at scale.

Latham & Watkins LLP represented AMD in the transaction with a corporate deal team led by Bay Area partners Tad Freese and Richard Kim, with associate Annie Kim. Advice was also provided on technology transactions matters by Bay Area partner Anthony Klein, with associate Andrew Abokhair; and on tax matters by Bay Area partner Kirt Switzer, with associate Derek Gumm.