A right to buy a company’s shares at a set price. Chip vendors gave warrants to buyers, vesting as the buyers bought. Chapter 5.
From The AI Compute Race. Read the book
Where the book uses it
- Chapter 5 — The Island in Every Machine
Why every accelerator runs through Taiwan: the foundry, the packaging and the memory that are booked years ahead, and what that does to anyone arriving late with cash.
Sources that use it
- 3M Company, Form 8-K, Item 7.01, 19 October 2026 (3M issued a warrant “to a separate wholly-owned subsidiary of Amazon to purchase up to 3,162,015 shares” of its common stock “over a seven year period, at a purchase price per common share of $164.89”; “85% of the Warrant Shares will vest subject to payments from Amazon for optical connectivity and other Data Center products, with full vesting once cumulative payments reach $6 billion, and the remaining Warrant Shares vesting subject to event-based milestones”; the filing carries no exhibit, and neither the warrant’s text nor the milestones are filed). In the Sources
- AMD, Form 8-K, event 5 October 2025, filed 6 October 2025, accession 0001193125-25-230895, Item 1.01 “Warrant” (a warrant to OpenAI OpCo, LLC “to purchase up to an aggregate of 160 million shares … at an exercise price of $0.01 per share”, which expires 5 October 2030; “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 … purchasing six (6) gigawatts of AMD Instinct GPU products”, vesting also subject to stock price targets escalating to $600; OpenAI’s “binding commitment to purchase … the initial one (1) gigawatt”; Exhibit 4.1’s preamble “a material inducement for OpenAI to enter into the Supply Agreement”, its tax clause, Section 15, “giving rise to a sales discount or allowance in respect of the supply of product”). In the Sources
- Cerebras Systems Inc., Form 424(b)(4) final prospectus, dated 13 May 2026, filed 14 May 2026 (accession 0001628280-26-035214) (the December 2025 Master Relationship Agreement with OpenAI OpCo, LLC: 750MW of “Committed Capacity” OpenAI is “contractually obligated to purchase”, an option on “an additional 1.25GW” for up to 2GW in all; the “$1.0 billion” Working Capital Loan on “a secured promissory note” maturing no later than 31 December 2032, bearing “6% per annum” with interest waived where repaid in compute or services; the OpenAI Warrant over “up to 33,445,026 shares of our Class N common stock at an exercise price of $0.00001 per share”, 4,459,337 vested in January 2026, full vesting only at 2GW purchased; remaining performance obligations of $24.6 billion at 31 December 2025; “a significant amount” of the $24.6 billion attributable to the OpenAI agreement, of which the company “expects to recognize approximately 15% of this revenue over the initial 24 months ending December 31, 2027, 43% between months 25 and 48, and the remaining balance recognized thereafter”, though “time periods for revenue recognition may vary” with “changes in timing of delivery at the customer’s request or otherwise”; “No revenue was recognized for this arrangement during the year ended December 31, 2025”, and the MRA term is “three or four years that is extendable by OpenAI to a maximum of five years in total” (pp. F-19 to F-20); “a binding commitment for us to issue a warrant to purchase up to 2,696,678 shares of our Class N common stock to AWS, at an exercise price of $100.00 per share, with vesting tied to product purchases in volumes substantially beyond the initial lease, as well as certain other triggers” (p. 25), committed and not yet issued; 5,574,171 of the warrant shares vest on the earlier of a $40 billion market capitalization and certain fee payments from OpenAI, and 23,411,518 in tranches on committed delivery dates; the company depends on “one third-party foundry, Taiwan Semiconductor Manufacturing Company Limited … to manufacture our proprietary processor”, p. 33; on the OpenAI agreement, which the filing says represents “a substantial portion” of its projected revenues over the next several years (Risk Factors, p. 24); on its customers, G42 “accounted for 24.0% and 85.0% of our total revenue for the years ended December 31, 2025 and 2024, respectively”, and MBZUAI “accounted for 62.0% of our total revenue” in 2025; “In December 2025, we issued a warrant to G42 to purchase an aggregate of up to 1,857,516 shares of our Class N common stock”, which “was exercised in full in January 2026”, and “In April 2026, we issued a warrant to G42 to purchase an aggregate of up to 1,655,975 shares”, which “was exercised in full in April 2026”). In the Sources
- Intel Corporation, Form 8-K, event 22 August 2025, filed 25 August 2025 (accession 0000050863-25-000129): the 8-K body, Item 1.01 ($8,869,800,000 of disbursements for up to 433,323,000 shares in two tranches — 274,583,000 at closing “corresponding to a $20.74 per share price if all Released Funds are received” and 158,740,000 into escrow “corresponding to a $20.00 per share price”; neither “$20.74” nor “274,583,000” appears in Exhibit 10.1, which the row cited for them until 18 September 2026; the body’s escrow rule, which Exhibit 10.1 carries at §4.4(b): shares released from escrow as each Secure Enclave Disbursement is received, at $20.00 a share, and at the end of the eligibility period “half of any remaining Escrowed Shares will be released from escrow to DOC at such time with no additional consideration payable to the Company” and “the other half of the remaining Escrowed Shares automatically forfeited and cancelled” (the exhibit: “50% of the Escrowed Shares shall be delivered to Commerce and the remaining 50% of the Escrowed Shares shall be immediately and automatically forfeited and cancelled”); the body’s Item 8.01 risk factors on the transactions: “The issuance of shares of common stock to the US Government at a discount to the current market price is dilutive to existing stockholders”, and “Having the US Government as a significant stockholder of the Company could subject the Company to additional regulations, obligations or restrictions, such as foreign subsidy laws or otherwise, in other countries”); Exhibit 10.1, the Warrant and Common Stock Agreement, which carries the escrow tranche, the $20.00 divisor and, at §4.6, Commerce “shall … vote or cause to be voted … all of the Voted Company Stock (x) in favor of each nomination and proposal recommended by the Board of Directors and (y) against any other nomination or proposal not recommended by the Board”; Exhibit 99.1, the press release (“433.3 million primary shares … at a price of $20.47 per share, equivalent to a 9.9 percent stake”; “a passive ownership, with no Board representation or other governance or information rights”; the release’s next sentence: “The government also agrees to vote with the Company’s Board of Directors on matters requiring shareholder approval, with limited exceptions”; the exceptions are in Exhibit 10.1 at §4.6, under which Commerce “may vote any of its Common Stock as it wishes” on three classes of vote, among them any vote “seeking to reject, disclaim, unwind, terminate or otherwise materially and adversely impact the Company’s or its Subsidiaries’ relationship with the Federal Government”; the release on the source of the money: “The government’s equity stake will be funded by the remaining $5.7 billion in grants previously awarded, but not yet paid, to Intel under the U.S. CHIPS and Science Act and $3.2 billion awarded to the company as part of the Secure Enclave program”; the release on the grant already paid: “The existing claw-back and profit-sharing provisions associated with the government’s previously dispersed $2.2 billion grant to Intel under the CHIPS Act will be eliminated to create permanency of capital as the company advances its U.S. investment plans”; Exhibit 10.1 names neither provision, and at §1.1(b) writes: “Commerce agrees that to the maximum extent permissible under applicable Law, Intel’s obligations pursuant to the DFA shall be considered discharged (other than with respect to Secure Enclave),” the DFA being the Direct Funding Agreement of 25 November 2024; and the agreement’s §5.9, No Third Party Beneficiaries: “Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Company and Commerce any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit of the persons referred to in that Section”; the Warrant’s “Triggering Event” is “any transaction or series of transactions which results in the Company ceasing to have at least a 51% direct or indirect ownership interest in the Company’s foundry business”, and the Warrant “is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the occurrence of a Triggering Event, but in no event later than 5:00 p.m., New York City time on the fifth anniversary of the Issue Date of this Warrant”). In the Sources
- Intel, Form 10-Q for the quarter ended 27 June 2026 (Intel Foundry: revenue $5.765 billion, of which $293 million external; operating loss $2.089 billion; Intel 14A: “During Q2 2026, we committed to completing development of Intel 14A”, with “potential significant customers to evaluate Intel 14A for their future products”; the derivative suit over the warrant: “A stockholder filed a derivative lawsuit in the Delaware Court of Chancery in March 2026 against our directors, the Department of Commerce and Secretary of the U.S. Department of Commerce, Howard W. Lutnick”, claiming the directors “breached their fiduciary duties and engaged in waste by approving the Warrant and Common Stock Agreement” and “that the agreement was unlawful”; “Plaintiff seeks invalidation of the agreement, as well as damages on our behalf”; “In April 2026, the U.S. Department of Commerce removed the case to the U.S. District Court for the District of Delaware. In May 2026, defendants filed motions to dismiss”; Notes, Altera: “We provide semiconductor wafer manufacturing services to Altera, a related party, in accordance with a wafer manufacturing and sale agreement, for which we recognized revenue of $ 181 million in the second quarter of 2026”; Altera deconsolidated “effective September 12, 2025, following the closing of the sale of 51 % of Altera’s issued and outstanding common stock”). In the Sources
And 1 more: search the Sources.
Related terms
From the glossary of The AI Compute Race.
How to cite this page
Dryburgh, Lee S. “Warrant.” In The AI Compute Race. DRYBURGH. https://dryburgh.com/vol1/glossary/warrant (accessed 2026-11-01).
BibTeX
@misc{dryburgh-warrant-2026,
author = {Dryburgh, Lee S.},
title = {{Warrant}},
howpublished = {In \emph{The AI Compute Race}, DRYBURGH},
year = {2026},
url = {https://dryburgh.com/vol1/glossary/warrant},
note = {Accessed 2026-11-01}
}