08/18/2026 | Press release | Distributed by Public on 08/18/2026 14:26
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option Grant | $84.85 | 08/14/2026 | M | 7,369 | (5) | 08/09/2027 | Common Stock | 7,369 | $ 0 | 0 | D | ||||
| Performance Stock Units | (6) | 08/15/2026 | M | 118,920 | (7) | (7) | Common Stock | 118,920 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (8) | 08/15/2026 | M | 3,056 | (9) | (9) | Common Stock | 3,056 | $ 0 | 9,168 | D | ||||
| PRSU Award | (10) | 08/15/2026 | A | 11,855 | (11) | (11) | Common Stock | 11,855 | $ 0 | 11,855 | D | ||||
| RSU Award | (8) | 08/15/2026 | A | 7,903 | (12) | (12) | Common Stock | 7,903 | $ 0 | 7,903 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Papermaster Mark D 2485 AUGUSTINE DRIVE SANTA CLARA, CA 95054 |
Chief Technology Officer & EVP | |||
| /s/ Linda Lam By Power of Attorney for Mark Papermaster | 08/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2025. |
| (2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2025. |
| (3) | 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"). |
| (4) | 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"). |
| (5) | The options vest 1/3 on each of August 9, 2021, 2022 and 2023. |
| (6) | Each PRSU represents a contingent right to receive one share of AMD's common stock. |
| (7) | Reflects shares issued in settlement of PRSUs earned and vested under PRSU award granted on August 9, 2023. |
| (8) | Each RSU represents a contingent right to receive one share of AMD's common stock. |
| (9) | The RSUs vest 1/4 on August 15, 2026, and then quarterly thereafter until August 15, 2029. |
| (10) | 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). |
| (11) | 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 10, 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. |
| (12) | The RSUs vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030. |