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AMD (NASDAQ: AMD) executive sells stock as new awards kick in

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

ADVANCED MICRO DEVICES INC (AMD) reported multiple equity transactions by EVP & CSO Paul Darren Grasby. On August 17, 2026, he sold 15,000 shares of common stock at a weighted average price of $514.91 per share in open-market or private transactions. On August 15, 2026, 44,045 Performance Stock Units (PRSUs) and 2,140 Restricted Stock Units (RSUs) were settled into a total of 46,185 shares of common stock, with 20,702 and 1,006 shares, respectively, withheld at his election to satisfy tax withholding obligations. He received new awards of 8,891 PRSUs and 5,927 RSUs, each representing a contingent right to one AMD share. Between 0% and 250% of the target PRSUs may be earned based on relative and absolute AMD stock returns and non-GAAP earnings per share performance over a period from August 15, 2026 to August 15, 2029, with vesting and settlement generally subject to continued service.

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Insider GRASBY PAUL DARREN
Role EVP & CSO
Sold 15,000 shs ($7.72M)
Approx. gross sale proceeds $7.72M
Type Security Shares Price Value
Sale Common Stock F3 15,000 $514.91 $7.72M
Exercise Performance Stock Units F4, F5 44,045 $0.00 $0.00
Exercise Restricted Stock Units F6, F7 2,140 $0.00 $0.00
Grant/Award PRSU Award F8, F9 8,891 $0.00 $0.00
Grant/Award RSU Award F6, F10 5,927 $0.00 $0.00
Exercise Common Stock 46,185 $0.00 $0.00
Tax Withholding Common Stock F1 20,702 $514.39 $10.65M
Tax Withholding Common Stock F2 1,006 $514.39 $517K
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 6,417 shares (Direct); PRSU Award — 8,891 shares (Direct); RSU Award — 5,927 shares (Direct); Common Stock — 117,687 shares (Direct)
Footnotes (10)
  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. Transaction executed in multiple trades at prices ranging from $514.79 to $515.12 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.
  4. F4. Each PRSU represents a contingent right to receive one share of AMD's common stock.
  5. F5. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
  6. F6. Each RSU represents a contingent right to receive one share of AMD's common stock.
  7. F7. The RSUs vest 1/4 on August 15, 2026, and then quarterly thereafter until August 15, 2029.
  8. F8. 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).
  9. F9. 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 8, 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.
  10. F10. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
Common shares sold 15,000 shares Open-market or private sale on August 17, 2026
Sale price per share $514.91 Weighted average sale price for 15,000 shares
PRSUs settled 44,045 units PRSUs converted into AMD common stock on August 15, 2026
RSUs settled 2,140 units RSUs converted into AMD common stock on August 15, 2026
Shares withheld for PRSU taxes 20,702 shares Withheld at $514.39 per share to satisfy PRSU tax obligations
Shares withheld for RSU taxes 1,006 shares Withheld at $514.39 per share to satisfy RSU tax obligations
New PRSU award 8,891 units Contingent right to one AMD share per PRSU
PRSU earning range 0%–250% of target Based on stock performance and non-GAAP EPS metrics through August 15, 2029
Performance Stock Units financial
"Each PRSU represents a contingent right to receive one share of AMD's 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
"Each RSU represents a contingent right to receive one share of AMD's 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.
non-GAAP earnings per share financial
"by which AMD's 2028 fiscal year non-GAAP earnings per share exceeds AMDs 2026 fiscal year"
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.
change of control financial
"the date immediately preceding the effective date of a change of control of AMD"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
tax withholding obligations financial
"to satisfy tax withholding obligations in connection with the release and settlement"

FAQ

What did AMD (AMD) executive Paul Darren Grasby sell in this Form 4 filing?
Paul Darren Grasby sold 15,000 shares of AMD common stock on August 17, 2026 at a weighted average price of $514.91 per share in open-market or private transactions, according to the reported sale data.

How many AMD (AMD) shares were issued from PRSUs and RSUs in this filing?
On August 15, 2026, 44,045 PRSUs and 2,140 RSUs were settled into a combined 46,185 shares of AMD common stock, as reported in the derivative-to-common stock conversion transactions.

How many AMD (AMD) shares were withheld for taxes in this Form 4?
A total of 21,708 shares of AMD common stock were withheld: 20,702 shares related to PRSU settlement and 1,006 shares related to RSU release, each at $514.39 per share, to satisfy tax withholding obligations.

What new equity awards did the AMD (AMD) executive receive?
The executive received new awards of 8,891 PRSUs and 5,927 RSUs, each representing a contingent right to one AMD share, with vesting schedules and performance conditions extending through dates between 2027 and 2030.

How is the AMD (AMD) PRSU performance measured for the new award?
Between 0% and 250% of target PRSUs may be earned based on AMD stock return versus S&P 500 components, absolute AMD stock return, and growth in non-GAAP earnings per share from fiscal 2026 to 2028 over a performance period ending August 15, 2029.

Are the AMD (AMD) PRSU and RSU awards subject to continued employment?
Yes. Vesting and settlement of earned PRSUs are generally subject to continued employment or service through August 15, 2029, and RSU awards vest in installments from 2026–2029 and 2027–2030, respectively, subject to ongoing service.

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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*
GRASBY PAUL DARREN
(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 & CSO
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 Stock08/15/2026M46,185A$0154,395D
Common Stock08/15/2026F20,702(1)D$514.39133,693D
Common Stock08/15/2026F1,006(2)D$514.39132,687D
Common Stock08/17/2026S15,000D$514.91(3)117,687D
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(4)08/15/2026M44,045 (5) (5)Common Stock44,045$00D
Restricted Stock Units(6)08/15/2026M2,140 (7) (7)Common Stock2,140$06,417D
PRSU Award(8)08/15/2026A8,891 (9) (9)Common Stock8,891$08,891D
RSU Award(6)08/15/2026A5,927 (10) (10)Common Stock5,927$05,927D
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. Transaction executed in multiple trades at prices ranging from $514.79 to $515.12 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.
4. Each PRSU represents a contingent right to receive one share of AMD's common stock.
5. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
6. Each RSU represents a contingent right to receive one share of AMD's common stock.
7. The RSUs vest 1/4 on August 15, 2026, and then quarterly thereafter until August 15, 2029.
8. 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).
9. 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 8, 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.
10. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
Remarks:
/s/ Paul Darren Grasby08/18/2026
** 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