Qualcomm filed an 8-K with the SEC this morning (8 September 2026) under Item 3.02, Unregistered Sale of Equity Securities. The disclosure: as part of a strategic collaboration under which Amazon will buy Qualcomm server chip products, technology, systems and manufacturing services, Qualcomm has handed Amazon a warrant to buy up to 25 million Qualcomm shares at $161.26 each, with the shares vesting only as Amazon actually spends — up to a ceiling of $60 billion in payments.

The terms, straight from the filing

• Who: Qualcomm Incorporated and its subsidiary Qualcomm Technologies, Inc. ("QTI") on one side; Amazon Data Services, Inc. and affiliates on the other. The warrant itself was issued to Amazon.com NV Investment Holdings LLC.
• What Amazon is buying: QTI server chip products, technology, systems and manufacturing services.
• Size of the warrant: up to 25,000,000 Qualcomm common shares at an exercise price of $161.26 per share. Cashless exercise is permitted.
• Vesting: in tranches tied to signing the commercial arrangements, placing binding purchase orders, and Amazon's actual purchases — up to a maximum of $60 billion in payments over the life of the warrant.
• Already vested: 3,750,000 shares vested on issuance, "based on initial purchase commitments." That is 15% of the pool.
• Event date vs filing date: the warrant was issued 3 September 2026; the 8-K was filed 8 September 2026.
• Term: the warrant expires 3 September 2036 — a ten-year runway.
• No votes: while unexercised, the warrant carries no voting rights. Amazon also gets customary registration rights, and Qualcomm says it expects to file a resale prospectus supplement so those shares can later be sold.

What an 8-K Item 3.02 is

An 8-K is the "something happened" form — a company files one between its quarterly reports when a specific listed event occurs, usually within four business days. Each 8-K is tagged with an item number telling you what kind of event it was.

Item 3.02 is "Unregistered Sales of Equity Securities." Normally, when a company sells its own shares it registers them with the SEC first. There are exemptions — here, Section 4(a)(2), the private-placement exemption, which covers sales to a single sophisticated counterparty rather than the public. When a company uses one of those exemptions and the amount is large enough, Item 3.02 makes it tell shareholders: who got the securities, how many, at what price, and what the company received in return.

So Item 3.02 is the item that catches dilution you would not otherwise see — stock issued in a deal, not in a public offering. It is worth reading precisely because there is no press release requirement attached to it.

A side note on the dates: the warrant was issued 3 September and the filing landed 8 September. That is not a delay — 4 September was the Friday, 7 September was Labor Day with US markets shut, so 8 September is comfortably inside the four-business-day window.

Why it matters

1. It is a customer paid partly in equity. This structure — give a big customer warrants that vest as they buy — has become a signature of the AI infrastructure buildout. The logic is that a hyperscaler committing to a new, unproven supplier is taking a risk, so the supplier shares the upside. The cost is real: 25 million shares is roughly 2.4% of Qualcomm's 1.05 billion shares outstanding (per the share count on its most recent 10-Q, as of 27 July 2026). Existing holders own a slightly smaller slice of every future dollar of profit. At the $161.26 strike, full exercise would bring Qualcomm about $4.0 billion in cash — though cashless exercise means it may collect less than that and issue fewer shares.

2. The dilution is earned, not given. This is the part worth understanding. Only 3.75 million shares — 0.36% of the company — vested on day one. The other 21.25 million vest only if Amazon signs the arrangements, places binding orders and actually pays. If the chips disappoint and Amazon buys little, most of the warrant never vests and most of the dilution never happens. The structure ties the shareholder cost to the revenue that justifies it.

3. It puts a second hyperscaler behind Qualcomm's data-center bet. In June 2026 Qualcomm announced a multi-generation data center CPU agreement with Meta around its Dragonfly C1000 CPU, with deployment starting in the second half of 2028, and raised its non-handset revenue target to roughly $40 billion by fiscal 2029 including more than $15 billion from data centre AI infrastructure. Amazon is the second name of that scale. For a company whose revenue has long leaned on smartphone chips, customer concentration in a brand-new segment is the obvious risk, and a second anchor customer reduces it.

4. What the $60 billion figure is, and is not. It is a ceiling on the warrant's vesting schedule — the maximum amount of Amazon purchases the 25 million shares can be earned against. The filing does not say Amazon has committed to spend $60 billion, and it does not say over what period the spending would occur beyond the warrant's 2036 expiry. Read it as the size of the opportunity the two sides sized the equity against, not as booked revenue.

What this filing does not tell you

The 8-K discloses the warrant, not the commercial contract. It does not give the value of the initial purchase commitments, the vesting thresholds tranche by tranche, the products by name, delivery timing, pricing or margins. Those may surface in Qualcomm's next 10-Q, in an exhibit, or in a company announcement — or not at all, if Qualcomm judges them confidential. A filing that tells you the equity cost of a deal without telling you the revenue is a genuinely incomplete picture, and it is fair to treat it that way.

Beginner takeaway

An 8-K Item 3.02 tells you a company issued stock outside a public offering, and the interesting question is always what did it get in return. Here Qualcomm gave Amazon the right to buy up to 2.4% of the company at a fixed $161.26, and Amazon only earns most of that right by actually buying chips. The dilution is real but conditional, and the number to watch in coming quarters is not the warrant — it is whether Qualcomm's data-centre revenue starts showing up in the segment disclosures.

FAQ

What is a warrant? It is a right, issued by the company itself, to buy newly created shares at a set price for a set period. Unlike buying stock on the market, exercising a warrant creates new shares — which is where the dilution comes from.

Does this mean Amazon now owns 2.4% of Qualcomm? No. Amazon holds a right to acquire shares, most of which has not vested, and none of which has been exercised. The filing explicitly says the warrant carries no voting rights while unexercised.

What does "cashless exercise" mean? Instead of paying $161.26 per share in cash, the holder can settle by taking only the net value — receiving fewer shares and paying nothing. It means Qualcomm may never collect the full ~$4.0 billion, and the actual share count issued may end up below 25 million.

Why does the company have to disclose this at all? Because issuing stock privately changes what existing shareholders own without them voting on it. Item 3.02 exists so that dilution arriving through a business deal is visible in the public record rather than only appearing later in the share count.

As of 8 September 2026. Sources: the official SEC filing — read it directly here — with the share count from Qualcomm's fiscal Q3 2026 Form 10-Q and the Meta agreement details from Qualcomm's 24 June 2026 announcement. Percentages and the ~$4.0 billion exercise figure are our arithmetic on the filing's own numbers. We summarise filings for education and may make errors, so always verify against the official document. Educational content only — not investment advice, not a buy/sell recommendation.