How to Upgrade to Windows 11 on Unsupported Hardware (3 Methods)

To upgrade to Windows 11 on unsupported hardware, use FlyOOBE (formerly Flyby11) — a free tool that bypasses Microsoft’s artificial hardware requirements (TPM 2.0, Secure Boot) while checking your CPU’s real compatibility. Download it from GitHub, drag in a Windows 11 ISO created with the Media Creation Tool, and the setup will let you keep all your files, settings, and apps during the upgrade.

Applies to: Windows 10 (22H2) upgrading to Windows 11 (23H2, 24H2, 25H2) | Last updated: March 31, 2026

Key Takeaways

• Microsoft blocks many capable PCs from upgrading to Windows 11 with artificial hardware requirements (TPM 2.0, Secure Boot). These can be bypassed safely.
• Windows 11 24H2 and 25H2 have a real CPU requirement — your processor must support PopCnt and SSE 4.2 instructions. This cannot be bypassed.
• FlyOOBE is the easiest method: it checks real compatibility and handles the bypass automatically. Two alternative methods (command prompt and appraiserres.dll edit) are also covered below.
• The ISO file’s language must exactly match your system language, or you will not get the option to keep your files and apps during the upgrade.
• If the in-place upgrade keeps failing and rolling back, a clean installation is usually the most reliable fix.

In This Guide

This guide covers three different methods to upgrade to Windows 11 on unsupported hardware. Each one bypasses Microsoft’s artificial restrictions while keeping your files and apps intact:

• Method 1: FlyOOBE — The easiest option. A GUI tool that checks compatibility and handles everything for you. (Recommended)
• Method 2: Command Prompt — Run setup.exe /product server to bypass hardware checks with no third-party tools needed.
• Method 3: Appraiserres.dll Edit — Extract the ISO, empty the hardware checker file, and run setup. A fallback if the other methods give you trouble.
• Alternative: VHD + Rufus Method — Create a virtual USB drive and use Rufus to write the ISO with bypass options. More involved, but useful if the other methods fail.

Quick Steps (FlyOOBE Method)

1. Download FlyOOBE from the official GitHub repository and extract the zip file.
2. Run FlyOOBE and check your CPU compatibility (PopCnt + SSE 4.2 required for 24H2+).
3. Download the Windows 11 ISO using the Media Creation Tool with “Use recommended options for this PC” checked.
4. Drag the ISO into FlyOOBE and follow the setup wizard.
5. Select “Keep personal files, apps, and Windows settings” and click Install.

Can Your CPU Actually Run Windows 11 24H2?

Before you try any bypass method, you need to understand the difference between Microsoft’s artificial requirements and real hardware limitations.

Artificial requirements like TPM 2.0 and Secure Boot are policy decisions by Microsoft. Your PC can run Windows 11 perfectly fine without them, and all three methods in this guide bypass these checks.

Real hardware requirements are different. Starting with Windows 11 24H2, your CPU must support PopCnt and SSE 4.2 instructions. If your processor does not have these, there is no workaround — you will be stuck on older versions of Windows 11. Most CPUs made after roughly 2010-2012 have these instructions, but very old processors do not.

I have a detailed guide explaining Windows 11 24H2 hardware compatibility if you want to understand these differences in depth.

How to Check Your System Language (Critical Step)

This applies to all three methods below. The Windows 11 ISO file must have the exact same language as your current system. If the language does not match, the setup will not give you the option to keep your files and apps — you will only see “Keep nothing.”

To check your system language, open PowerShell as administrator and run:

Get-WinSystemLocale

Or alternatively:

dism /online /get-intl

Look at the “Default system UI language” in the output. If it says en-US, select “English (United States)” when downloading the ISO. If it says en-GB or any other English variant, select “English International” instead. This one detail is the most common reason people lose their files during the upgrade.

Method 1: Upgrade With FlyOOBE (Recommended)

FlyOOBE is the easiest way to upgrade. It is a free, open-source tool that bypasses Microsoft’s artificial restrictions and gives you an honest compatibility check before you start.

Download and run FlyOOBE

Go to the FlyOOBE GitHub repository, scroll down to the releases section, and download the latest zip file. Extract it to a folder and run the FlyOOBE application. If Windows SmartScreen blocks it, click “More info” then “Run anyway.”

FlyOOBE immediately runs a compatibility check when it launches. It tests for PopCnt and SSE 4.2 CPU instruction support and shows you an upgrade probability score. If both checks pass, you are good to proceed.

Download the ISO with Media Creation Tool

Click “Start Upgrade Now” in FlyOOBE. It will ask you for a Windows 11 ISO file. While you can download the ISO directly from Microsoft’s website, I strongly recommend using the Media Creation Tool instead. Here is why: the Media Creation Tool has a “Use the recommended options for this PC” checkbox that ensures the ISO matches your system’s language and edition perfectly. This gives you the best chance of keeping all your files, settings, and apps.

Download the Media Creation Tool from the Windows 11 download page, run it, leave “Use the recommended options for this PC” checked, select “ISO file” as the output, and save it somewhere easy to find like your Desktop.

Run the upgrade

Drag the downloaded ISO file into the FlyOOBE window. FlyOOBE will mount the ISO and launch the Windows 11 setup with hardware restrictions bypassed automatically.

The setup wizard will appear. I recommend clicking “Change how setup downloads updates” and selecting “Not right now” — this speeds up the process. Accept the license terms and you will reach the critical screen: “Choose what to keep.”

If you used the Media Creation Tool with recommended options, you should see “Keep personal files, apps, and Windows settings” as a choice. Select it, click Next, then click Install. The upgrade will take roughly 1-2 hours depending on your system speed.

Note: The setup may say “Windows Server” in the title bar — this is normal. It will still upgrade you to the same Windows 11 edition you are entitled to (Home, Pro, etc.).

Method 2: Command Prompt With /product server

If you prefer not to install a third-party tool, you can bypass the hardware checks using a single command. This method works for upgrading from Windows 10 to Windows 11, or from an older Windows 11 version to 24H2 or 25H2.

Steps

1. Download the Windows 11 ISO from Microsoft’s website. Make sure the language matches your system (check with Get-WinSystemLocale in PowerShell).
2. Right-click the ISO file and select Mount. Note the drive letter that appears (for example, D:).
3. Open Command Prompt as administrator and run the following command, replacing D: with your mounted drive letter:

D:\setup.exe /product server

The /product server flag tricks the setup into thinking it is a server installation, which skips the TPM and Secure Boot checks entirely. Despite saying “Windows Server” in the title bar, the setup will upgrade you to the correct Windows 11 edition (Home, Pro, etc.) based on your current license.

4. On the first setup screen, click “Change how Setup downloads updates” and select Not right now.
5. Accept the license terms. On the “Choose what to keep” screen, select Keep personal files, apps, and Windows settings.
6. Click Install and wait for the upgrade to complete.

Tip: If the “Keep personal files, apps, and Windows settings” option is missing, the ISO language does not match your system. Re-download the ISO with the correct language selected.

Method 3: Edit the Appraiserres.dll File

This older method involves extracting the ISO and emptying a file that performs the hardware compatibility check. It is more manual than the other two methods, but it works as a fallback if FlyOOBE or the command prompt method give you trouble.

Steps

1. Download the Windows 11 ISO with the correct language for your system.
2. Install 7-Zip if you do not already have it. Right-click the ISO file and select 7-Zip > Extract to [folder name].
3. Open the extracted folder, navigate to the sources subfolder, and find the file named appraiserres.dll (not appraiser.dll — that is a different file).
4. Right-click appraiserres.dll, open it with Notepad, press Ctrl+A to select all the contents, press Delete to clear them, then save the file (Ctrl+S). This empties the hardware compatibility checker.
5. Go back to the extracted folder’s root directory and double-click setup.exe to launch the installer.
6. Click “Change how Setup downloads updates” and select Not right now — this prevents the setup from re-downloading the original appraiserres.dll and undoing your edit.
7. Accept the license terms, select Keep personal files, apps, and Windows settings, and click Install.

Method 4: VHD + Rufus Method

If the three methods above do not work for your system, you can use a virtual hard disk (VHD) combined with Rufus to create a modified Windows 11 installation that bypasses the hardware checks. This method creates a virtual USB drive on your system, writes the Windows 11 ISO to it with the TPM and Secure Boot requirements stripped out, and then runs the upgrade directly from that virtual drive.

Note: This method is more complex than FlyOOBE or the command prompt method and is only recommended if the simpler methods fail. Remember that Windows 11 24H2 and later require CPUs with PopCnt and SSE 4.2 support regardless of which bypass method you use — these are hard requirements that cannot be bypassed.

Step 1: Create a virtual USB drive

1. Right-click the Start button and select Disk Management.
2. Click Action in the menu bar, then select Create VHD.
3. Click Browse, navigate to your C: drive, create a new folder called VHD, and save the file as virtual.vhd inside it.
4. Set the virtual hard disk size to 8 GB (this needs to be large enough to hold the Windows 11 installation files).
5. Leave the format as VHD and the disk type as Fixed size. Click OK.

Step 2: Initialize and format the virtual disk

1. In Disk Management, scroll down to find the new disk (it will show as “Not Initialized”).
2. Right-click on it and select Initialize Disk. Choose MBR and click OK.
3. Right-click the unallocated space on the new disk and select New Simple Volume.
4. Click through the wizard — use the maximum size, assign any drive letter, format as NTFS, and finish.

You should now see the virtual drive with a drive letter in File Explorer. This is the virtual USB drive that Rufus will write to.

Step 3: Download the Windows 11 ISO and Rufus

• Download the latest Windows 11 ISO from Microsoft’s download page. For detailed instructions, see my Windows 11 ISO download guide.
• Download the latest version of Rufus from the official website.

Step 4: Write the ISO to the virtual drive with Rufus

1. Open Rufus. If prompted about online updates, click No.
2. Under Device, select your virtual drive (it will show the drive letter you assigned).
3. Click SELECT and choose the Windows 11 ISO file you downloaded.
4. Click START. Rufus will show a dialog with Windows 11 customization options.
5. Check “Remove requirement for 4GB+ RAM, Secure Boot and TPM 2.0”. You can also check “Remove requirement for an online Microsoft account” if you want to use a local account.
6. Click OK and let Rufus write the modified ISO to the virtual drive.

Step 5: Run the upgrade from the virtual drive

1. Open File Explorer and navigate to the virtual drive.
2. Double-click setup.exe to launch the Windows 11 installation wizard.
3. Click “Change how Setup downloads updates” and select Not right now. Uncheck the telemetry box.
4. Accept the license terms. On the “Ready to install” screen, confirm it shows Keep personal files and apps.
5. Click Install. Your PC will restart several times to complete the upgrade.

Step 6: Clean up the virtual drive

After the upgrade completes, the virtual drive is no longer needed. Open Disk Management, right-click the virtual disk, and select Detach VHD. Then delete the C:\VHD folder to reclaim the disk space.

Upgrading to Windows 11 24H2 or 25H2 Specifically

If you are already running an older version of Windows 11 on unsupported hardware and want to update to 24H2 or 25H2, the process is the same. Use any of the three methods above with a Windows 11 24H2 or 25H2 ISO file. The command prompt method (setup.exe /product server) is the quickest option for version-to-version upgrades since you do not need any third-party tools.

Remember: 24H2 and 25H2 require PopCnt and SSE 4.2 CPU instructions. If your processor does not support these, you will be limited to Windows 11 23H2 or earlier. FlyOOBE will tell you upfront if your CPU has these instructions.

What to Do After the Upgrade

Once Windows 11 finishes installing and you are on the desktop, there are a few things I always do right away:

1. Check for updates: Go to Settings > Windows Update and click “Check for updates” to get the latest security patches and drivers.
2. If updates are stuck: Pause updates for 7 days, then immediately resume and check again. This clears any temporary issues from the upgrade.
3. Debloat and optimize: Run Winhance to remove bloatware, disable telemetry, and customize Windows 11 to your liking. It is a tool I built specifically for this.
4. Skip the Microsoft account: If you were forced into a Microsoft account during setup, check out my guide on bypassing the Microsoft account requirement for next time.

Troubleshooting Failed Upgrades

If the upgrade keeps failing and rolling back to Windows 10, the problem is almost never the bypass method itself. Common causes include:

• Incompatible software or drivers — antivirus programs and outdated drivers are the biggest offenders. Try uninstalling your antivirus temporarily before retrying.
• File system corruption — run sfc /scannow and DISM /Online /Cleanup-Image /RestoreHealth from an elevated command prompt before retrying.
• Language mismatch — if the “Keep files and apps” option does not appear, the ISO language is wrong. Re-download with the correct language.
• Not enough disk space — the upgrade needs at least 8 GB of free space, though I recommend having 20 GB+ available.

If you have tried everything and the in-place upgrade still fails, the most reliable option is to select “Keep nothing” during setup or do a clean installation using a bootable USB created with Rufus. You will lose your installed programs but get a fresh, stable Windows 11 installation. Back up your files first.

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Frequently Asked Questions

Will I lose my files when upgrading to Windows 11 on unsupported hardware?

Not if you follow the steps correctly. The key is using an ISO file that has the same language as your current system. If the language matches, the setup will offer the option to keep your personal files, apps, and settings. All three methods in this guide support this.

Will I still receive Windows updates after upgrading?

Yes, regular Windows updates work normally on unsupported hardware. Monthly security patches and cumulative updates install just like on a supported system. However, major version upgrades (like moving from 24H2 to a future version) may need to be done manually using one of these bypass methods again.

Which method should I use?

FlyOOBE is the easiest option — it has a graphical interface, checks your CPU compatibility, and handles the bypass automatically. The command prompt method is the fastest if you are comfortable with CMD and already have the ISO. The appraiserres.dll edit is a fallback for situations where the other methods do not work.

Can I upgrade directly from Windows 10 to Windows 11 24H2 or 25H2?

Yes. All three methods support upgrading directly from Windows 10 22H2 to the latest Windows 11 version, provided your CPU supports PopCnt and SSE 4.2 instructions. You do not need to install an older Windows 11 version first.

What if my CPU does not support PopCnt or SSE 4.2?

If your CPU lacks these instructions, you cannot run Windows 11 24H2 or later. You can still install Windows 11 23H2 or earlier using these bypass methods, but you will not receive version updates beyond that. FlyOOBE will tell you upfront whether your CPU is compatible.