4: Statement of changes in beneficial ownership of securities
Published on March 16, 2026
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/12/2026 | S | 16,228(1) | D | $197.42(2) | 3,214,778(3) | D | |||
| Common Stock | 03/12/2026 | S | 35,587(1) | D | $198.2(4) | 3,179,191 | D | |||
| Common Stock | 03/12/2026 | S | 18,279(1) | D | $199.15(5) | 3,160,912 | D | |||
| Common Stock | 03/12/2026 | S | 6,303(1) | D | $199.98(6) | 3,154,609 | D | |||
| Common Stock | 03/12/2026 | S | 4,100(1) | D | $201.13(7) | 3,150,509 | D | |||
| Common Stock | 03/12/2026 | S | 3,003(1) | D | $202.46(8) | 3,147,506 | D | |||
| Common Stock | 03/12/2026 | S | 1,500(1) | D | $203.15(9) | 3,146,006 | D | |||
| Common Stock | 99,211 | I | By Lisa Su and Daniel Lin Family Trust dated 11/3/2021 | |||||||
| Common Stock | 165 | I | Through the shareholdings of a family member | |||||||
| Common Stock | 165 | I | Through shareholdings of family member | |||||||
| Common Stock | 26,034 | I | By Grantor Retained Annuity Trust 2021B | |||||||
| Common Stock | 147,617 | I | By Grantor Retained Annuity Trust 2021C | |||||||
| Common Stock | 151,776 | I | By Grantor Retained Annuity Trust LTS 2022 GRAT B | |||||||
| Common Stock | 151,598(10) | I | By Grantor Retained Annuity Trust 2025 GRAT A | |||||||
| Common Stock | 169,872(11) | I | By Grantor Retained Annuity Trust 2025 GRAT B | |||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| PRSU Award | (12) | 03/15/2026 | A | 362,906 | (13) | (13) | Common Stock | 362,906 | $0 | 362,906 | D | ||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 9, 2025. |
| 2. Transaction executed in multiple trades at prices ranging from $196.73 to $197.72 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 3. Includes: (i) an annuity distribution on March 12, 2026 of 48,402 shares of the Issuer's Common Stock from the Reporting Person's Grantor Retained Annuity Trust 2025 GRAT A, dated March 12, 2025, to the Reporting Person; and (ii) an annuity distribution of 30,128 shares of the Issuer's Common Stock from the Reporting Person's Grantor Retained Annuity Trust 2025 GRAT B, dated March 12, 2025, to the Reporting Person, as described in footnotes 10 and 11 below. |
| 4. Transaction executed in multiple trades at prices ranging from $197.73 to $198.72 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 5. Transaction executed in multiple trades at prices ranging from $198.73 to $199.72 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 6. Transaction executed in multiple trades at prices ranging from $199.73 to $200.37 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 7. Transaction executed in multiple trades at prices ranging from $200.84 to $201.62 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 8. Transaction executed in multiple trades at prices ranging from $201.93 to $202.90 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 9. Transaction executed in multiple trades at prices ranging from $202.93 to $203.59 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 10. On March 12, 2026, 48,402 shares were distributed to the Reporting Person as an annuity. |
| 11. On March 12, 2026, 30,128 shares were distributed to the Reporting Person as an annuity. |
| 12. The number of performance-based restricted stock units (PRSU) that may be earned is based on achievement of AMD common stock price hurdles during the performance period that begins on March 15, 2026 and ends on March 15, 2031 (or, if earlier, the date of a change of control of AMD or the Reporting Person's death or disability), with potential payouts at 0%, 50%, 100%, 150% and 200% of the target number of PRSUs. Achievement of each AMD common stock price hurdle is determined using the average closing price of AMD's common stock over any 90-consecutive-trading-day period during the performance period. PRSUs that become earned on or before the 3rd anniversary of the grant date will vest 50% on the 3rd anniversary of the grant date and 50% on the 5th anniversary of the grant date, in each case generally subject to the Reporting Person's continued employment or service as AMD's Chief Executive Officer and/or as Executive Chair of AMD's Board of Directors. |
| 13. The actual number of PRSUs that may be earned, if at all, will be based on actual performance with respect to the performance vesting conditions described in footnote 12, above. Earned and vested PRSUs will generally be settled following the vesting date(s) described in footnote 12. |
| Remarks: |
| /s/Linda Lam by Power of Attorney for Lisa T. Su | 03/16/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.