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AMD (NASDAQ: AMD) EVP Norrod settles 88K shares, gains fresh stock grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ADVANCED MICRO DEVICES INC (AMD) reports that EVP & GM DSG Forrest Eugene Norrod had multiple equity compensation events on August 15, 2026. Performance stock units and restricted stock units covering a total of 88,332 shares of Common Stock were exercised/settled into shares, with 34,760 shares of Common Stock withheld at $514.39 per share to satisfy tax withholding obligations related to PRSUs and RSUs. Norrod also received new awards of 9,484 PRSUs and 6,322 RSUs, each convertible into one share of AMD common stock, subject to time-based vesting through 2029–2030 and PRSU performance conditions based on AMD stock returns and non-GAAP EPS growth.

Positive

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Negative

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Insider Norrod Forrest Eugene
Role EVP & GM DSG
Type Security Shares Price Value
Exercise Performance Stock Units F3, F4 85,887 $0.00 $0.00
Exercise Restricted Stock Units F5, F6 2,445 $0.00 $0.00
Grant/Award PRSU Award F7, F8 9,484 $0.00 $0.00
Grant/Award RSU Award F5, F9 6,322 $0.00 $0.00
Exercise Common Stock 88,332 $0.00 $0.00
Tax Withholding Common Stock F1 33,797 $514.39 $17.38M
Tax Withholding Common Stock F2 963 $514.39 $495K
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 7,334 shares (Direct); PRSU Award — 9,484 shares (Direct); RSU Award — 6,322 shares (Direct); Common Stock — 383,317 shares (Direct)
Footnotes (9)
  1. F1. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release and settlement of performance-based restricted stock units ("PRSU").
  2. F2. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU").
  3. F3. Each PRSU represents a contingent right to receive one share of AMD's common stock.
  4. F4. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
  5. F5. Each RSU represents a contingent right to receive one share of AMD's common stock.
  6. F6. The RSUs vest 1/4 on August 15, 2026 and then quarterly thereafter until August 15, 2029.
  7. F7. Between 0% and 250% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return of each of the component companies comprising the S&P 500 Index, subject to adjustments, over the performance period that begins August 15, 2026 and ends on August 15, 2029 (or, if earlier, the date immediately preceding the effective date of a change of control of AMD), (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2028 fiscal year non-GAAP earnings per share exceeds AMDs 2026 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 15, 2029 (or the one-year anniversary of a change in control, if earlier).
  8. F8. The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee (the "Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2029, or the date following the Committee's determination of performance.
  9. F9. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
Common shares from PRSU/RSU settlement 88,332 shares Shares of AMD common stock issued upon settlement/exercise of equity awards on August 15, 2026
Shares withheld for taxes (PRSU and RSU) 34,760 shares Common shares withheld to satisfy tax withholding obligations at settlement on August 15, 2026
Withholding price per share $514.39 Per-share value used for tax withholding on Common Stock in code F transactions
New PRSU award 9,484 units PRSU Award granted August 15, 2026, each unit representing one share of common stock
New RSU award 6,322 units RSU Award granted August 15, 2026, each unit representing one share of common stock
PRSU performance range 0% to 250% Range of PRSUs that may be earned based on stock and non-GAAP EPS performance
PRSU performance period August 15, 2026 to August 15, 2029 Period over which PRSU performance conditions are measured
Performance Stock Units financial
"Performance Stock Units covering 85,887 underlying shares of Common Stock"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"Restricted Stock Units covering 2,445 underlying shares of Common Stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
PRSU Award financial
"PRSU Award of 9,484 units, each for one share of Common Stock"
RSU Award financial
"RSU Award of 6,322 units, each for one share of Common Stock"
non-GAAP earnings per share financial
"based on the percentage by which 2028 fiscal year non-GAAP earnings per share exceeds 2026"
Non-GAAP earnings per share is a company’s reported profit per share after removing certain items that management considers one-time, unusual, or not part of regular operations, such as restructuring costs, stock-based compensation, or asset write-downs. Investors use it like an “adjusted score” to see what management believes is the company’s ongoing, core profitability, but because the adjustments vary between firms it should be compared carefully across companies.

FAQ

What equity awards did AMD (AMD) grant to Forrest Norrod on August 15, 2026?
On August 15, 2026, AMD granted Forrest Norrod 9,484 PRSUs and 6,322 RSUs. Each unit represents a right to receive one share of AMD common stock, subject to performance and/or time-based vesting conditions through 2029–2030.

How many AMD (AMD) shares were issued from Norrod’s vested PRSUs and RSUs?
On August 15, 2026, PRSU and RSU settlements resulted in 88,332 shares of AMD common stock. These arose from the settlement of previously granted performance stock units and restricted stock units into common shares.

How many AMD (AMD) shares were withheld to cover Forrest Norrod’s tax obligations?
A total of 34,760 AMD shares were withheld to satisfy tax withholding obligations. This includes 33,797 shares related to PRSU settlement and 963 shares related to RSU release, all at a per-share value of $514.39.

What are the vesting terms for Forrest Norrod’s new AMD (AMD) RSU award?
The new RSU award of 6,322 units vests 1/4 on August 15, 2027, then quarterly until August 15, 2030. Each vested RSU generally settles into one share of AMD common stock, subject to continued employment or service.

What performance conditions apply to Forrest Norrod’s new AMD (AMD) PRSU award?
Between 0% and 250% of the 9,484 PRSUs may be earned. Payout depends on AMD stock return versus the S&P 500, absolute stock return, and 2028 non-GAAP EPS versus 2026, over a performance period from August 15, 2026 to August 15, 2029.

When will Forrest Norrod’s new AMD (AMD) PRSUs be settled if earned?
Earned PRSUs will generally be settled on or after August 15, 2029. Settlement occurs on the later of that date or following the Compensation and Leadership Resources Committee’s determination of performance, assuming continued employment or applicable service conditions.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
Norrod Forrest Eugene
(Last)(First)(Middle)
2485 AUGUSTINE DRIVE
(Street)
SANTA CLARA CALIFORNIA 95054
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & GM DSG
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/15/2026M88,332A$0418,077D
Common Stock08/15/2026F33,797(1)D$514.39384,280D
Common Stock08/15/2026F963(2)D$514.39383,317D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)08/15/2026M85,887 (4) (4)Common Stock85,887$00D
Restricted Stock Units(5)08/15/2026M2,445 (6) (6)Common Stock2,445$07,334D
PRSU Award(7)08/15/2026A9,484 (8) (8)Common Stock9,484$09,484D
RSU Award(5)08/15/2026A6,322 (9) (9)Common Stock6,322$06,322D
Explanation of Responses:
1. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release and settlement of performance-based restricted stock units ("PRSU").
2. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU").
3. Each PRSU represents a contingent right to receive one share of AMD's common stock.
4. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
5. Each RSU represents a contingent right to receive one share of AMD's common stock.
6. The RSUs vest 1/4 on August 15, 2026 and then quarterly thereafter until August 15, 2029.
7. Between 0% and 250% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return of each of the component companies comprising the S&P 500 Index, subject to adjustments, over the performance period that begins August 15, 2026 and ends on August 15, 2029 (or, if earlier, the date immediately preceding the effective date of a change of control of AMD), (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2028 fiscal year non-GAAP earnings per share exceeds AMDs 2026 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 15, 2029 (or the one-year anniversary of a change in control, if earlier).
8. The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee (the "Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2029, or the date following the Committee's determination of performance.
9. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
Remarks:
/s/Forrest Eugene Norrod08/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR