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.…
Qualcomm is a global computing leader at the center of the AI era, enabling intelligence to scale from the most personal devices to large‑scale infrastructure. Building on more than four decades of innovation, we develop platforms and solutions that bring together advanced AI, high‑performance, low-power computing and industry‑leading connectivity - powering products and services used around the world. At Qualcomm, we are engineering human progress.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
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.
