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AMD CEO Lisa Su (NASDAQ: AMD) converts RSUs and withholds shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ADVANCED MICRO DEVICES INC reported that Chair, President & CEO Lisa T. Su exercised 16,221 Restricted Stock Units into an equal number of shares of AMD common stock on August 9, 2026. The corresponding RSU award was fully converted, leaving 0 RSUs from that grant. In connection with this RSU release, 6,383 shares of common stock were withheld at $483.36 per share to satisfy tax withholding obligations at her election, rather than being sold in an open-market transaction. The filing also lists several indirect holdings, including 99,211 shares held by the Lisa Su and Daniel Lin Family Trust dated November 3, 2021, and additional blocks of AMD shares held in multiple Grantor Retained Annuity Trusts.

Positive

  • None.

Negative

  • None.
Insider Su Lisa T
Role Chair, President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 16,221 $0.00 $0.00
Exercise Common Stock 16,221 $0.00 $0.00
Tax Withholding Common Stock F1 6,383 $483.36 $3.09M
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: Restricted Stock Units — 0 shares (Direct); Common Stock — 2,876,737 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 (3)
  1. F1. 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").
  2. F2. Each RSU represents a contingent right to receive one share of AMD's common stock.
  3. F3. The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.
RSUs converted 16,221 RSUs Restricted Stock Units exercised into AMD common stock on August 9, 2026
Common shares received 16,221 shares AMD common stock acquired upon RSU conversion
Shares withheld for taxes 6,383 shares Common stock withheld to satisfy tax withholding obligations related to RSU release
Withholding price $483.36 per share Price applied to shares withheld under transaction code F
Family Trust holding 99,211 shares Indirect AMD common stock held by Lisa Su and Daniel Lin Family Trust dated 11/3/2021
Indirect GRAT holding 2021C 147,617 shares AMD common stock held by Grantor Retained Annuity Trust 2021C
Restricted Stock Units financial
"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"
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.
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.
tax withholding obligations financial
"to satisfy tax withholding obligations in connection with the release of restricted stock units"
contingent right financial
"Each RSU represents a contingent right to receive one share of AMD's common stock."

FAQ

What RSU transaction did AMD CEO Lisa Su report in this Form 4 for AMD?

Lisa Su reported the exercise of 16,221 Restricted Stock Units, converting them into 16,221 shares of AMD common stock. Each RSU represented a contingent right to receive one share of AMD common stock, and this grant is now fully converted.

How many AMD shares were withheld for taxes in Lisa Su’s latest AMD Form 4?

The filing shows 6,383 AMD common shares were withheld at $483.36 per share to satisfy tax withholding obligations. This withholding occurred in connection with the release of RSUs, rather than through an open-market sale.

What is the vesting schedule of the AMD RSUs involved in Lisa Su’s August 2026 transaction?

The RSUs involved vest one-quarter on each of August 9, 2023, 2024, 2025 and 2026. The August 9, 2026 transaction reflects the vesting and release of the final portion of this multi-year RSU award.

Does Lisa Su hold AMD shares indirectly through trusts according to this Form 4?

Yes. The Form 4 lists indirect holdings, including 99,211 AMD shares held by the Lisa Su and Daniel Lin Family Trust dated November 3, 2021, and additional share blocks in several Grantor Retained Annuity Trusts.

Were Lisa Su’s AMD transactions reported as under a Rule 10b5-1 trading plan?

The Form 4 does not classify these transactions as made under a Rule 10b5-1 trading plan. The document-level Rule 10b5-1 checkbox is not checked as being pursuant to such a plan.

Did Lisa Su sell AMD shares on the open market in this Form 4?

The Form 4 reports shares withheld for tax obligations at vesting, not open-market sales. Code F indicates payment of tax liability by delivering or withholding shares in connection with the RSU release.

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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)
08/09/2026
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 Stock08/09/2026M16,221A$02,883,120D
Common Stock08/09/2026F6,383(1)D$483.362,876,737D
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
Restricted Stock Units(2)08/09/2026M16,221 (3) (3)Common Stock16,221$00D
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 of restricted stock units ("RSU").
2. Each RSU represents a contingent right to receive one share of AMD's common stock.
3. The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.
Remarks:
/s/Linda Lam by Power of Attorney for Lisa T. Su08/11/2026
** 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)