[Form 4] Advanced Micro Devices Insider Trading Activity

Rhea-AI Filing Summary

Paul Darren Grasby, AMD's Executive Vice President & Chief Sales Officer, reported multiple equity transactions on 08/15/2025. He received 33,659 shares issued in settlement of earned performance-based restricted stock units and was granted 17,396 stock options with an exercise price of $177.51. He also received 25,672 performance stock units (target) and 8,557 restricted stock units. Following a sale of 15,820 shares at $177.51, his direct beneficial ownership of common stock is reported as 143,344 shares.

The filing explains vesting and performance conditions: the PRSUs cover a performance period from 08/15/2025 to 08/15/2028 with potential payout between 0% and 250% of target depending on relative stock return, absolute stock return, and 2027 vs 2025 non-GAAP EPS performance. The newly granted options vest beginning 08/15/2026 and vest quarterly through 08/15/2029.

Positive

• Receipt of shares from settled PRSUs: 33,659 shares were issued in settlement of earned performance awards, increasing alignment with shareholders
• New long-term incentives granted: 17,396 stock options, 25,672 PRSUs (target), and 8,557 RSUs create multi-year retention and performance alignment
• PRSU payout range disclosed: Potential 0%–250% payout ties compensation to strong relative and absolute performance and EPS improvement

Negative

• Share disposition: Sale of 15,820 shares at $177.51 reduced direct beneficial ownership from 159,164 to 143,344 shares
• Performance contingency: PRSU awards are partly contingent on relative stock performance and 2027 non-GAAP EPS versus 2025, so actual shares realized may be zero

Insights

Financial Analyst

TL;DR: Insider received equity awards and sold a portion of holdings; grants align pay with multi-year performance targets.

The mix of immediate share settlement, performance-based RSUs, and time-vesting options signals compensation tied to multi-year stock and earnings performance. The PRSU structure (0%–250% payout) and a three-year performance window create contingent upside but depend on both AMD's absolute and relative stock performance and 2027 non-GAAP EPS versus 2025. The reported sale of 15,820 shares at $177.51 reduced direct ownership to 143,344 shares.

Corporate Governance Expert

TL;DR: Compensation uses standard performance and retention vehicles; disclosure is complete about vesting and performance metrics.

The filing provides clear terms: settlement of earned PRSUs, new PRSU and RSU grants, and an option grant with standard multi-year vesting. The explicit performance measures and Committee determination for earned PRSUs reflect governance oversight. The separate sale at $177.51 is disclosed and leaves the reporting person still materially invested in AMD stock and awards.

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
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CSO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		33,659	A	$0	159,164	D
Common Stock	08/15/2025		F		15,820	D	$177.51	143,344	D

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
Performance Stock Units	(1)	08/15/2025		M			33,659	(2)	(2)	Common Stock	33,659	$0	0	D
Stock Option Grant	$177.51	08/15/2025		A		17,396		(3)	08/15/2032	Common Stock	17,396	$0	17,396	D
PRSU Award	(4)	08/15/2025		A		25,672		(5)	(5)	Common Stock	25,672	$0	25,672	D
RSU Award	(6)	08/15/2025		A		8,557		(7)	(7)	Common Stock	8,557	$0	8,557	D

Explanation of Responses:

1. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of AMD's common stock.

2. Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2022.

3. The options vest 1/4 on August 15, 2026 and then quarterly thereafter until August 15, 2029.

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, 2025 and ends on August 15, 2028, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2027 fiscal year non-GAAP earnings per share exceeds AMDs 2025 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, 2028 (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, 2028, 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, 2026, and then quarterly thereafter until August 15, 2029.

Remarks:

	/s/ Paul Darren Grasby	08/19/2025
	** 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

What transactions did AMD insider Paul Darren Grasby report on 08/15/2025?

He received 33,659 shares from settled PRSUs, was granted 17,396 stock options at a $177.51 exercise price, 25,672 PRSUs (target) and 8,557 RSUs, and sold 15,820 shares at $177.51.

How many shares does Paul Grasby beneficially own after the reported transactions (AMD)?

He owns 143,344 shares of AMD common stock following the reported transactions.

What are the vesting or performance terms for the PRSUs reported by AMD (Grasby)?

Performance period: 08/15/2025 to 08/15/2028; payout 0%–250% of target based on relative stock return, absolute stock return, and 2027 vs 2025 non-GAAP EPS; vesting generally requires continued service through 08/15/2028.

What are the vesting terms for the stock options and RSUs granted to Paul Grasby at AMD?

Options: Vest 25% on 08/15/2026 then quarterly through 08/15/2029. RSUs: Vest 1/4 on 08/15/2026 then quarterly through 08/15/2029.

At what price were shares sold by the AMD reporting person and does the filing state exercise price for options?

Shares sold at $177.51; the newly granted stock options have an exercise price of $177.51 as reported.