Edited by Wolfgang Peti AMP-activated protein kinase (AMPK) is an attractive therapeutic target for managing metabolic diseases. A class of pharmacological activators, including Merck 991, binds the AMPK ADaM site, which forms the interaction surface between the kinase domain (KD) of the ␣-subunit and the carbohydratebinding module (CBM) of the -subunit. Here, we report the development of two new 991-derivative compounds, R734 and R739, which potently activate AMPK in a variety of cell types, including  2-specific skeletal muscle cells. Surprisingly, we found that they have only minor effects on direct kinase activity of the recombinant ␣ 1  2 ␥ 1 isoform yet robustly enhance protection against activation loop dephosphorylation. This mode of activation is reminiscent of that of ADP, which activates AMPK by binding to the nucleotide-binding sites in the ␥-subunit, more than 60 Å away from the ADaM site. To understand the mechanisms of full and partial AMPK activation, we determined the crystal structures of fully active phosphorylated AMPK ␣ 1  1 ␥ 1 bound to AMP and R734/R739 as well as partially active nonphosphorylated AMPK bound to R734 and AMP and phosphorylated AMPK bound to R734 in the absence of added nucleotides at <3-Å resolution. These structures and associated analyses identified a novel conformational state of the AMPK autoinhibitory domain associated with partial kinase activity and provide new insights into phosphorylation-dependent activation loop stabilization in AMPK. AMPK 2 is a three-subunit protein kinase that consists of two alternative kinase domain-containing ␣-subunits (␣ 1 and ␣ 2), two alternative carbohydrate-binding module-containing -subunits ( 1 and  2), and three alternative AMP/ADP/ATPbinding ␥-subunits (␥ 1 , ␥ 2 , and ␥ 3) (1-3). In humans, the  1 isoform is only present in a fraction of AMPK complexes in liver but not immunologically detectable in skeletal muscle, whose predominant isoform is ␣ 2  2 ␥ 1 (4-6). AMPK senses the energy state of cells by competitive binding of AMP, ADP, and ATP to three separate sites in its ␥-subunit. Upon energy stress, i.e. increases in the ratio of AMP and ADP to ATP, AMPK is activated ϳ100-fold by activation loop phosphorylation and an additional 2-10-fold by direct allosteric kinase activation (7). The activated enzyme phosphorylates key metabolic and regulatory proteins to stimulate ATP-generating catabolic pathways and inhibit ATP-consuming anabolic pathways and cellular programs (8-10). AMPK is an attractive potential target for the treatment of metabolic diseases, most prominently type 2 diabetes (9, 11, 12). Currently, metformin is the frontline drug for the treatment of type 2 diabetes. Metformin is taken up predominantly by the liver where it generates AMPK-activating energy stress by mildly inhibiting oxidative phosphorylation. In addition, it has been reported that at low pharmacological levels AMPK increases phosphorylation through LKB1 by inducing AMPK heterotrimer formation (13) and formation of an LKB1-This work was suppo...