AMD (NASDAQ: AMD) CEO Lisa Su sells 85K shares, awarded 362,906 PRSUs

Rhea-AI Filing Summary

ADVANCED MICRO DEVICES INC Chair, President & CEO Lisa Su reported mixed insider activity, selling 85,000 shares of AMD common stock in open‑market transactions and receiving a performance‑based restricted stock unit (PRSU) award covering 362,906 units tied to future stock‑price hurdles.

The 85,000 shares were sold on March 12, 2026 at prices reported between $197.42 and $203.15 per share in multiple trades under a pre‑arranged Rule 10b5‑1 trading plan. After these sales, she directly holds 3,150,509 AMD shares, plus additional indirect holdings through family trusts and family members.

The PRSU grant on March 15, 2026 can pay out from 0% to 200% of the 362,906 target units based on AMD stock‑price performance between March 15, 2026 and March 15, 2031, with any earned units vesting in stages on the third and fifth anniversaries, generally contingent on her continued leadership roles.

Insights

Equity compensation and insider trading analyst

AMD’s CEO reported a pre‑planned stock sale and a large performance‑based equity grant.

Lisa Su, AMD’s Chair, President & CEO, sold 85,000 shares of common stock on March 12, 2026 through several open‑market trades. The sales occurred at prices reported between around $197 and $203 per share and were executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on September 9, 2025, indicating a scheduled, rather than opportunistic, disposition.

Following these transactions, she directly holds 3,150,509 AMD shares, along with additional indirect holdings via family trusts and family members. In the same disclosure, she received a sizeable PRSU award covering 362,906 target units, with potential payouts at 0%, 50%, 100%, 150%, or 200% of target depending on AMD’s stock‑price performance over a period running from March 15, 2026 to March 15, 2031.

The PRSUs vest only if performance hurdles are achieved, and earned units vest in two tranches on the third and fifth anniversaries of the grant date, subject to her continued service as CEO and/or Executive Chair. Overall, this filing combines a planned, relatively small open‑market sale with a long‑dated, performance‑linked equity grant that further ties her compensation to AMD’s share‑price outcomes, while the actual impact depends on future stock performance against the disclosed hurdles.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Su Lisa T

(Last) (First) (Middle)

2485 AUGUSTINE DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President & CEO

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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.

FAQ

How many AMD shares did Lisa Su sell in the latest Form 4 filing for AMD?

Lisa Su sold 85,000 shares of AMD common stock in open‑market transactions on March 12, 2026. These sales were reported across multiple trades, each with separately disclosed price ranges in the Form 4 footnotes.

At what prices did Lisa Su’s recent AMD share sales occur?

Lisa Su’s AMD share sales occurred through multiple trades with prices reported between roughly $196.73 and $203.59 per share. Each trade block has a detailed price range, and the Form 4 notes that reported prices are weighted averages for those ranges.

What performance-based equity award did AMD grant to CEO Lisa Su in this Form 4?

AMD granted Lisa Su a PRSU award covering 362,906 performance‑based restricted stock units. The actual number earned can range from 0% to 200% of this target, depending on AMD’s stock‑price performance over the disclosed multi‑year period.

Over what period will Lisa Su’s new AMD PRSUs be measured and potentially earned?

The PRSU performance period runs from March 15, 2026 to March 15, 2031, or earlier upon certain events. AMD will assess stock‑price hurdles based on average closing prices over 90‑day windows within this timeframe to determine how many units are earned.

How and when do Lisa Su’s AMD PRSUs vest if performance goals are met?

If AMD’s performance hurdles are achieved, earned PRSUs vest 50% on the third anniversary and 50% on the fifth anniversary of the March 15, 2026 grant date. Vesting generally requires Lisa Su’s continued service as CEO and/or Executive Chair.

Were Lisa Su’s recent AMD share sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states the reported sales were executed pursuant to a Rule 10b5‑1 trading plan adopted on September 9, 2025. Such plans schedule trades in advance, indicating the timing was pre‑arranged rather than newly decided.

How many AMD shares does Lisa Su hold after the reported transactions?

After the reported sales, Lisa Su directly holds 3,150,509 AMD shares. The Form 4 also lists additional indirect holdings through family trusts and family members, including 99,211 shares held by the Lisa Su and Daniel Lin Family Trust dated November 3, 2021.