On September 3, 2026, in connection with a strategic collaboration between QUALCOMM Incorporated (the "Company"), and Qualcomm Technologies, Inc., a subsidiary of the Company, and certain of its affiliates (collectively, "QTI"), and Amazon Data Services, Inc. and certain of its affiliates (collectively, "Amazon") related to the purchase of certain QTI server chip products, technology, systems and manufacturing services by Amazon, the Company issued a warrant (the "Warrant") to Amazon.com NV Investment Holdings LLC, an affiliate of Amazon (the "Warrantholder") to acquire up to an aggregate of 25,000,000 shares (the "Warrant Shares") of the Company’s common stock at an exercise price of $161.26 per share.

 

The Warrant allows for cashless exercise and expires on September 3, 2036. The Warrant Shares vest in tranches tied to the execution of certain commercial arrangements, the placement of binding purchase orders and actual purchases of QTI’s server chip products, technology, systems and manufacturing services by Amazon during the term of the Warrant, up to a maximum amount of $60 billion in payments, with 3,750,000 shares being vested upon issuance of the Warrant based on initial purchase commitments.

 

The exercise price and the number of Warrant Shares are subject to customary adjustments. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or other rights as a holder of the Company’s common stock. The Warrantholder has certain customary registration rights with respect to the Warrant Shares, and the Company expects to file with the Securities and Exchange Commission a resale prospectus supplement to register the resale of the Warrant Shares in connection therewith after the date hereof.