On September 3, 2026, Qualcomm Incorporated issued a warrant to Amazon.com NV Investment Holdings LLC to purchase up to 25,000,000 shares of Qualcomm common stock at an exercise price of $161.26 per share, exercisable through September 3, 2036 and subject to cashless exercise and customary adjustments. The warrant was issued in connection with a strategic collaboration under which Amazon and its affiliates may purchase up to $60 billion of Qualcomm Technologies server chip products, technology, systems, and manufacturing services; 3,750,000 shares vested at issuance based on initial purchase commitments, with additional tranches vesting upon specified commercial arrangements, purchase orders, and actual purchases. The warrant provides no voting or other stockholder rights until exercised, and Qualcomm expects to file a resale prospectus supplement to register the warrant shares. The warrant and related shares were or are expected to be issued in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Original SEC Filing Text expand_more
Item 3.02. Unregistered Sale of Equity Securities. 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. The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUALCOMM Incorporated Date: September 8, 2026 By: /s/ Akash Palkhiwala Name: Akash Palkhiwala Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer
