[Form 4] Advanced Micro Devices Insider Trading Activity

Rhea-AI Filing Summary

Philip Matthew Carter, Chief Accounting Officer of Advanced Micro Devices, Inc. (AMD), reported grants on 08/15/2025. The filing shows an award of up to 993 performance-based restricted stock units (PRSUs) and 2,979 restricted stock units (RSUs), for a total of 3,972 units. PRSU payouts range from 0% to 250% of target depending on AMD's relative stock performance versus S&P 500 component companies, AMD's absolute stock return, and the percentage by which AMD's 2027 non-GAAP EPS exceeds 2025 non-GAAP EPS. RSUs vest 25% on 08/15/2026 and then quarterly through 08/15/2029. Awards are subject to continued service and committee determination of earned PRSUs.

Positive

• Performance alignment: PRSUs link potential payouts to relative stock performance and EPS improvement, aligning executive incentives with shareholder outcomes
• Retention structure: RSUs vest over four years, supporting executive retention through 08/15/2029

Negative

• None.

Insights

Compensation Specialist

TL;DR: Executive granted a mix of time-based RSUs and performance-based PRSUs with a wide payout range tied to stock and EPS targets.

The awards follow common executive pay practice: time-based RSUs deliver retention via a four-year vesting schedule, while PRSUs tie potential upside to multi-year relative and absolute performance and specific EPS improvement. The 0%–250% payout range for PRSUs creates strong potential alignment with shareholder returns but also introduces variability in potential dilution. Vesting subject to continued service and committee determination is standard governance practice.

Securities Analyst

TL;DR: This Form 4 documents compensation-related equity grants, a routine disclosure with limited immediate market impact.

The filing reports non-cash equity awards totaling 3,972 underlying shares (993 PRSUs at target and 2,979 RSUs). There is no cash transaction or sale reported. The PRSU performance period spans 08/15/2025–08/15/2028 with settlement timing after committee determination; RSUs vest through 08/15/2029. For investors, this is a governance and compensation disclosure rather than an operational or liquidity event.

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

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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^*

Carter Philip Matthew

(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
	Officer (give title below)	X	Other (specify below)
			Chief Accounting Officer

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

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
PRSU Award	(1)	08/15/2025		A		993		(2)	(2)	Common Stock	993	$0	993	D
RSU Award	(3)	08/15/2025		A		2,979		(4)	(4)	Common Stock	2,979	$0	2,979	D

Explanation of Responses:

1. Between 0% and 250% of the target number of performance-based restricted stock units ("PRSU") 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).

2. 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 1, 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMD's common stock.

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

Remarks:

	/s/Linda Lam by Power of Attorney for Philip Matthew Carter	08/18/2025
	** 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.
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FAQ

What equity awards did AMD insider Philip Matthew Carter receive on 08/15/2025?

He was granted 993 PRSUs (performance-based) and 2,979 RSUs (time-based), totaling 3,972 units.

How is the PRSU payout determined for the AMD award?

Payout ranges from 0% to 250% of target based on AMD's stock return versus S&P 500 components, AMD's absolute stock return, and 2027 vs 2025 non-GAAP EPS comparison.

When do the RSUs granted to the AMD executive vest?

RSUs vest 25% on 08/15/2026 and then quarterly thereafter until 08/15/2029.

When does the PRSU performance period begin and end?

The PRSU performance period begins 08/15/2025 and ends 08/15/2028; earned PRSUs generally settle after the Committee determines performance.

Do these Form 4 entries show any sales or purchases of AMD stock?

No cash sales or purchases are reported; the Form 4 discloses awards (grants) of equity units.