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AMD (NASDAQ: AMD) CEO exercises 396K shares, gains fresh PRSU and RSU grants

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

For ADVANCED MICRO DEVICES INC (AMD), Chair, President & CEO Lisa T. Su reported equity-award activity on August 15, 2026. She exercised 396,405 Performance Stock Units, receiving the same number of common shares, and 155,986 shares were withheld at $514.39 per share to satisfy tax obligations tied to the PRSU settlement. She also received a new 53,348-share PRSU award with a potential payout range of 0–250% of target based on relative and absolute stock performance and non-GAAP EPS from 2026 to 2029, plus a 17,782-share RSU award vesting from 2027 to 2030. Su continues to report indirect holdings in AMD common stock through various family trusts, including 99,211 shares in a family trust and 169,527 shares in a 2025 Grantor Retained Annuity Trust.

Positive

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Insider Su Lisa T
Role Chair, President & CEO
Type Security Shares Price Value
Exercise Performance Stock Units F2, F3 396,405 $0.00 $0.00
Grant/Award PRSU Award F4, F5 53,348 $0.00 $0.00
Grant/Award RSU Award F6, F7 17,782 $0.00 $0.00
Exercise Common Stock 396,405 $0.00 $0.00
Tax Withholding Common Stock F1 155,986 $514.39 $80.24M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); PRSU Award — 53,348 shares (Direct); RSU Award — 17,782 shares (Direct); Common Stock — 3,117,156 shares (Direct); Common Stock — 99,211 shares (Indirect, By Lisa Su and Daniel Lin Family Trust dated 11/3/2021); Common Stock — 165 shares (Indirect, Through the shareholdings of a family member); Common Stock — 165 shares (Indirect, Through shareholdings of family member); Common Stock — 26,034 shares (Indirect, By Grantor Retained Annuity Trust 2021B); Common Stock — 147,617 shares (Indirect, By Grantor Retained Annuity Trust 2021C); Common Stock — 151,776 shares (Indirect, By Grantor Retained Annuity Trust LTS 2022 GRAT B); Common Stock — 151,050 shares (Indirect, By Grantor Retained Annuity Trust 2025 GRAT A); Common Stock — 169,527 shares (Indirect, By Grantor Retained Annuity Trust 2025 GRAT B)
Footnotes (7)
  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. Each PRSU represents a contingent right to receive one share of AMD's common stock.
  3. F3. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
  4. F4. 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).
  5. F5. 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 4, 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.
  6. F6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.
  7. F7. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
PRSUs exercised 396,405 shares Performance Stock Units converted into AMD common stock on August 15, 2026
Common shares acquired via PRSU settlement 396,405 shares Shares of AMD common stock received upon PRSU settlement
Shares withheld for tax obligations 155,986 shares Shares delivered or withheld at election of reporting person to satisfy tax withholding obligations
Tax withholding price per share $514.39 per share Per-share value used for shares withheld for tax obligations
New PRSU award size 53,348 PRSUs Performance Stock Units granted on August 15, 2026, settled in AMD common stock
New RSU award size 17,782 RSUs Restricted Stock Units granted on August 15, 2026, vesting through August 15, 2030
Family trust indirect holding 99,211 shares AMD common stock held by Lisa Su and Daniel Lin Family Trust dated 11/3/2021
2025 GRAT B indirect holding 169,527 shares AMD common stock held by Grantor Retained Annuity Trust 2025 GRAT B
Performance Stock Units financial
"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"
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.
PRSU financial
"Between 0% and 250% of the target number of PRSUs may be earned depending on"
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Grantor Retained Annuity Trust financial
"By Grantor Retained Annuity Trust 2021B"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
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.

FAQ

What equity awards did AMD CEO Lisa Su receive in this Form 4 filing for AMD?

Lisa Su received a 53,348-share PRSU award and a 17,782-share RSU award on August 15, 2026. The PRSUs are performance-based with a 0–250% payout range, while the RSUs vest from 2027 through 2030, all settled in AMD common stock.

How many AMD shares did Lisa Su acquire and from what source in this Form 4?

Lisa Su acquired 396,405 AMD common shares upon the settlement of an equal number of Performance Stock Units. These PRSUs were earned and vested under an award originally granted on August 9, 2023, and settled in AMD common stock on August 15, 2026.

How many AMD shares were used to cover taxes in Lisa Su’s latest Form 4?

A total of 155,986 AMD shares were withheld to satisfy tax withholding obligations related to the release and settlement of performance-based restricted stock units. These shares were valued at $514.39 per share for the tax-withholding transaction described in the filing.

What are the performance conditions for Lisa Su’s new PRSU award at AMD?

The 53,348 PRSUs may pay out between 0% and 250% of target based on AMD stock’s relative return versus S&P 500 components, absolute stock return, and growth in non-GAAP EPS from fiscal 2026 to 2028, measured over a performance period from August 15, 2026 to August 15, 2029.

When do Lisa Su’s new RSUs reported in this AMD Form 4 vest?

The 17,782 RSUs vest one-quarter on August 15, 2027, with the remaining units vesting quarterly until August 15, 2030. Each RSU represents a contingent right to receive one share of AMD common stock, subject to continued employment or service.

What indirect AMD shareholdings does Lisa Su report in this Form 4?

Lisa Su reports several indirect holdings in AMD common stock, including 99,211 shares held by the Lisa Su and Daniel Lin Family Trust dated November 3, 2021 and 169,527 shares held by Grantor Retained Annuity Trust 2025 GRAT B, among other family-related trusts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Su Lisa T

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chair, President & CEO
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 Stock08/15/2026M396,405A$03,273,142D
Common Stock08/15/2026F155,986(1)D$514.393,117,156D
Common Stock99,211IBy Lisa Su and Daniel Lin Family Trust dated 11/3/2021
Common Stock165IThrough the shareholdings of a family member
Common Stock165IThrough shareholdings of family member
Common Stock26,034IBy Grantor Retained Annuity Trust 2021B
Common Stock147,617IBy Grantor Retained Annuity Trust 2021C
Common Stock151,776IBy Grantor Retained Annuity Trust LTS 2022 GRAT B
Common Stock151,050IBy Grantor Retained Annuity Trust 2025 GRAT A
Common Stock169,527IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(2)08/15/2026M396,405 (3) (3)Common Stock396,405$00D
PRSU Award(4)08/15/2026A53,348 (5) (5)Common Stock53,348$053,348D
RSU Award(6)08/15/2026A17,782 (7) (7)Common Stock17,782$017,782D
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. Each PRSU represents a contingent right to receive one share of AMD's common stock.
3. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023.
4. 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).
5. 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 4, 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.
6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.
7. The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030.
Remarks:
/s/Linda Lam by Power of Attorney for Lisa T. Su08/18/2026
** 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)