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Advanced Micro Devices Inc 8-K Filings

AMD NASDAQ

Every 8-K that Advanced Micro Devices Inc (AMD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow AMD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AMD filings page.

Rhea-AI Summary

Advanced Micro Devices, Inc. (AMD) reported board and committee changes tied to a planned director retirement. On August 17, 2026, long-time director Joe (Joseph) Householder notified AMD of his intention to retire from the Board, effective August 19, 2026, after serving as a director since 2014. AMD states that his retirement is not due to any disagreement regarding operations, policies, or practices.

Effective August 19, 2026, Tim Ryan has been appointed to the Board and determined to be an independent director under Nasdaq and SEC rules. Existing director KC McClure will become Chair of the Audit and Finance Committee and join the Nominating and Corporate Governance Committee, while Nora Denzel, AMD’s lead independent director, will join the Audit and Finance Committee. Ryan will receive compensation consistent with AMD’s other non-employee directors and is expected to enter into AMD’s standard indemnity agreement. A press release dated August 19, 2026 describing these changes is filed as Exhibit 99.1.

Rhea-AI Summary

ADVANCED MICRO DEVICES, INC. completed a public debt offering of $4.75 billion aggregate principal amount of senior notes under an existing shelf registration. The issuance consists of $1.25 billion of 4.600% Senior Notes due 2029, $1.50 billion of 5.000% Senior Notes due 2031, $1.00 billion of 5.250% Senior Notes due 2033, and $1.00 billion of 5.500% Senior Notes due 2036. These notes are general unsecured senior obligations of the company.

The notes were sold to a syndicate of underwriters, including Barclays, BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, and Wells Fargo, at public offering prices of 99.889% of principal for the 2029 notes, 99.921% for the 2031 notes, 99.919% for the 2033 notes, and 99.757% for the 2036 notes. AMD intends to use the net proceeds for general corporate purposes, which may include repayment of debt.

Each series carries standard optional redemption features: before specified par call dates, AMD may redeem the notes at the greater of a make-whole amount based on the Treasury Rate plus 10–15 bps (depending on series) or 100% of principal, plus accrued interest; on or after the par call dates, the notes are redeemable at 100% of principal plus accrued interest. If a Change of Control Triggering Event occurs and the notes are not redeemed, holders can require AMD to repurchase their notes at 101% of principal plus accrued interest. The Indenture also includes customary covenants limiting certain liens, sale and leaseback transactions, and fundamental corporate changes, along with standard events of default.

Rhea-AI Summary

Advanced Micro Devices reported record second-quarter 2026 revenue of $11.5 billion, up 50% year over year. GAAP gross margin was 54% and operating income reached $2.0 billion, leading to GAAP net income of $2.3 billion and diluted EPS of $1.38.

On a non-GAAP basis, gross margin was 56%, operating income $3.1 billion and EPS $1.66. Data Center revenue grew 107% to $6.7 billion and represented 58% of total revenue, while Client & Gaming rose 6% to $3.8 billion and Embedded 19% to $977 million. Free cash flow was $1,558 million, with $13.1 billion in cash and short-term investments. For the third quarter of 2026, AMD expects revenue of approximately $13 billion, plus or minus $300 million, and non-GAAP gross margin of about 56%.

Rhea-AI Summary

Advanced Micro Devices, Inc. updated compensation for key executives. Effective July 1, 2026, base salaries rise, including Lisa T. Su to $1,375,000, Jean Hu to $850,000 and Mark Papermaster to $900,000. Amounts for Darren Grasby are converted from British pounds.

On August 15, 2026, these executives will receive long‑term equity awards under the 2023 Equity Incentive Plan. Target values range from $7,500,000 for Darren Grasby to $36,000,000 for Lisa Su, split between performance‑based and time‑based restricted stock units.

For Lisa Su, 75% of the grant is performance‑based and 25% time‑based; for others, the mix is 60% performance‑based and 40% time‑based. Performance share payouts can range from 0% to 250% of target based on relative total shareholder return and non‑GAAP EPS goals over a three‑year period, with vesting generally through August 15, 2029.

Rhea-AI Summary

Advanced Micro Devices, Inc. entered into a new five-year, $5.0 billion unsecured revolving credit facility that replaces its prior agreement and, as of closing, has no borrowings outstanding. The facility may be used for general corporate purposes and includes up to $250 million for letters of credit, with interest based on Base Rate or Term SOFR plus a ratings-based margin.

The company also increased the capacity of its unsecured commercial paper program to a maximum of $5.5 billion outstanding at any time, from $3.0 billion, for general corporate purposes. At its 2026 Annual Meeting, stockholders approved an amendment and restatement of the 2023 Equity Incentive Plan, adding 65,000,000 authorized shares so the plan can issue up to 153,000,000 shares, and approved all directors, auditor ratification, and say-on-pay, while rejecting a proposal to ease requirements to call special meetings.

Rhea-AI Summary

Advanced Micro Devices, Inc. reported very strong first quarter 2026 results with sharp year-over-year growth. Revenue reached $10.3 billion, up 38% from $7.4 billion a year earlier, as Data Center became the main growth engine. GAAP net income rose to $1.4 billion and diluted EPS increased to $0.84, up 91% year-over-year, while non-GAAP diluted EPS grew 43% to $1.37.

Data Center segment revenue climbed 57% to $5.8 billion, driven by AMD EPYC processors and Instinct GPUs, while Client and Gaming revenue rose 23% to $3.6 billion and Embedded grew 6% to $873 million. AMD generated record free cash flow of $2.6 billion and ended the quarter with $12.3 billion in cash, cash equivalents and short-term investments. For the second quarter of 2026, the company expects revenue of about $11.2 billion, plus or minus $300 million, implying roughly 46% year-over-year and 9% sequential growth at the midpoint, with non-GAAP gross margin around 56%.

Rhea-AI Summary

Advanced Micro Devices entered a major multi-year strategic partnership with Meta Platforms to deploy up to six gigawatts of AMD Instinct GPUs for Meta’s next-generation AI infrastructure. To align incentives, AMD issued Meta a performance-based warrant for up to 160 million AMD common shares at an exercise price of $0.01 per share.

The warrant vests in tranches tied to GPU purchase milestones from one to six gigawatts, AMD stock price thresholds escalating to $600 per share and additional technical and commercial conditions. AMD expects the partnership to drive substantial multi-year revenue growth and to be accretive to its non-GAAP earnings per share.

Rhea-AI Summary

Advanced Micro Devices reported new compensation decisions for senior leadership. The Board’s committee approved 2025 annual cash performance bonuses for key executives, including $1,293,187 for CTO Mark Papermaster and $1,179,750 for CFO Jean Hu, with payments expected in March 2026.

The Board also approved a one-time CEO Value Creation Equity Award for Dr. Su with a $75 million target value in performance-based restricted stock units. Earned units can range from 0% to 200% of target, tied to ambitious stock price hurdles including a $600 top tranche and five-year CAGR hurdles of 10%, 15% and 17.5%. Vesting extends up to the fifth anniversary of the March 15, 2026 grant and requires her continued full-time leadership, aiming to align pay with long-term shareholder value creation through the March 15, 2031 performance period.

Rhea-AI Summary

Advanced Micro Devices, Inc. (AMD) furnished an update on its financial position and operating results for its fiscal quarter and fiscal year ended December 27, 2025. The company announced these results in a press release and accompanying financial presentation.

The press release is included as Exhibit 99.1, and a fourth quarter and full-year 2025 financial results presentation is included as Exhibit 99.2. Both exhibits present results on a GAAP basis and also include certain non-GAAP financial measures, along with reconciliations to the nearest GAAP figures in data tables.

AMD notes that the financial information and guidance included under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, are being furnished rather than filed, limiting their exposure to certain Exchange Act liabilities and allowing incorporation by reference only when specifically identified in future filings.

Rhea-AI Summary

Advanced Micro Devices, Inc. reported that its Board of Directors increased its size from eight to nine members and appointed KC McClure as a new director effective January 16, 2026. She was also appointed to the Board’s Audit and Finance Committee.

The Board determined that Ms. McClure qualifies as an independent director under Nasdaq and SEC rules. She will receive compensation under the same policies that apply to the company’s other non-employee directors. On January 16, 2026, she was granted 1,278 restricted stock units, which fully vest on the one-year anniversary of the grant date.

Ms. McClure is expected to enter into AMD’s standard indemnity agreement for directors. The company also issued a press release announcing her appointment, which is included as an exhibit to the report.

Rhea-AI Summary

Advanced Micro Devices, Inc. appointed Emily Ellis as Corporate Vice President, Chief Accounting Officer and principal accounting officer, effective December 15, 2025. She joins from Palo Alto Networks, where she was Vice President Controller, and previously was a Partner at PricewaterhouseCoopers. She is a certified public accountant with a B.A. in Accounting from San Jose State University.

Under an offer letter dated November 12, 2025, Ellis will receive a base salary of $425,000, an annual performance bonus target of 70% of base salary, a $300,000 cash sign-on bonus, and a restricted stock unit award with a target value of $3,000,000 under AMD’s 2023 Equity Incentive Plan. The sign-on bonus is subject to pro-rated repayment if her service ends within two years. Jean Hu will cease serving as interim Chief Accounting Officer and will continue as Executive Vice President, Chief Financial Officer and Treasurer.

Rhea-AI Summary

Advanced Micro Devices (AMD) furnished an 8‑K announcing financial results for its third quarter of 2025, ended September 27, 2025. The company issued a press release and a presentation as Exhibits 99.1 and 99.2.

The materials include GAAP and non‑GAAP metrics with reconciliations provided in the exhibits. The information under Items 2.02 and 7.01 is furnished, not filed, and is only incorporated by reference if specifically referenced in a subsequent filing.

Rhea-AI Summary

Advanced Micro Devices (AMD) completed the sale of ZT Group Int’l, Inc. to Sanmina Corporation on October 27, 2025.

At closing, AMD received $2.4 billion in cash (subject to purchase price adjustments) and 1,151,052 shares of Sanmina common stock as consideration. AMD may also receive up to $450 million in additional contingent cash consideration if specified post‑closing conditions are met.

AMD also furnished a press release announcing the transaction’s completion.

Rhea-AI Summary

Advanced Micro Devices, Inc. granted OpenAI OpCo, LLC a warrant to buy up to 160 million shares of AMD common stock at an exercise price of $0.01 per share. The shares vest in tranches tied to purchases of AMD Instinct GPUs: the first tranche vests after delivery of 1 gigawatt of MI450 Series GPUs and full vesting requires 6 gigawatts of purchases by the warrantholder, affiliates, or authorized third‑party purchasers. Vesting also depends on escalating company stock price targets, with the final tranche tied to a $600 per‑share threshold, and on specified technical and commercial conditions before exercise is allowed. The warrant is nontransferable except to affiliates, the shares are freely tradeable once issued (subject to law), and the warrantholder received customary registration rights.

Rhea-AI Summary

Advanced Micro Devices, Inc. reported that Philip Carter has resigned as Corporate Vice President and Chief Accounting Officer, effective September 5, 2025, after accepting a Chief Financial Officer role at another company. The company stated that his resignation does not stem from any dispute or disagreement regarding AMD’s accounting practices or financial reporting.

AMD’s Executive Vice President, Chief Financial Officer and Treasurer, Jean Hu, will serve as interim Chief Accounting Officer while the company searches for a permanent successor. AMD notes there are no special arrangements behind her selection, no disclosable related-party transactions, and no family relationships between her and AMD’s directors or executive officers.