10-K – 2026-02-04 – amd-20251227.htm

Stock Repurchase Program
On May 13, 2025, the Company’s board of directors approved a new $6 billion share repurchase program. The authorization is in addition to the Company’s existing share repurchase program (collectively, the Repurchase Program), increasing the total repurchase authority to $ 14 billion. During 2025, the Company repurchased 12 million shares of its common stock under the Repurchase Program for $ 1.3 billion. The repurchased amounts do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022. As of December 27, 2025, $ 9.4 billion remained available for future stock repurchases under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any common stock, has no termination date and may be suspended or discontinued at any time.
Warrant
In October 2025, the Company issued to OpenAI OpCo, LLC (the Warrantholder) a warrant to purchase up to an aggregate of 160 million shares of the Company’s common stock at an exercise price of $ 0.01 per share. The warrant shares will vest in tranches based on AMD Instinct GPU purchase milestones by the Warrantholder, or its affiliates, or indirectly through third parties, and achievement of specified Company stock price targets and stock performance. Each vested tranche is further subject to the fulfillment of certain other technical and commercial conditions prior to exercise. Subject to certain terms and conditions, the warrant is exercisable through October 5, 2030. None of the warrant shares had met the vesting or exercise conditions as of December 27, 2025 and the issuance of the warrant had no impact to the Company's financial statements for the year ended December 27, 2025. The Company will account for the warrant shares as a liability until certain conditions for equity classification are satisfied.
Stock-Based Compensation
The Company’s employee equity programs are intended to attract, retain and motivate highly qualified employees. On May 18, 2023, the Company’s stockholders approved the AMD 2023 Equity Incentive Plan (the 2023 Plan). Under the 2023 Plan, 87,645,874 shares of the Company’s common stock are reserved and available for delivery pursuant to awards granted under the 2023 Plan. Generally, stock options granted under the 2023 Plan vest and become exercisable over a four-year period from the date of grant and expire within seven years after the grant date. Unvested shares from the 2023 Plan that are reacquired by the Company from forfeited outstanding equity awards become available for grant and may be reissued as new awards. Under the 2023 Plan, the Company can grant (i) stock options, and (ii) RSUs, including time-based RSUs and PRSUs.
Stock Options. Nonstatutory and incentive stock options may be granted to certain of the Company’s senior executives. The exercise price of the shares subject to each nonstatutory stock option and incentive stock option cannot be less than 100 % of the fair market value of the Company’s common stock on the date of the grant. The exercise price of each option granted under the 2023 Plan must be paid in full at the time of the exercise.
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Time-based RSUs. Time-based RSUs are awards that can be granted to any employee, director or consultant and that obligate the Company to issue a specific number of shares of the Company’s common stock in the future if the vesting terms and conditions are satisfied.
PRSUs. PRSUs can be granted to certain of the Company’s senior executives. The performance metrics can be financial performance, non-financial performance and/or market conditions. Each PRSU award reflects a target number of shares (Target Shares) that may be issued to an award recipient before adjusting based on the Company’s financial performance, non-financial performance and/or market conditions. The actual number of shares that a grant recipient receives at the end of the period may range from  0 % to  250 % of the Target Shares granted, depending upon the degree of achievement of the performance target designated by each individual award.
ESPP. Under the 2017 Plan, eligible employees who participate in an offering period may have up to 15 % of their eligible earnings withheld, up to certain limitations, to purchase shares of common stock at 85 % of the lower of the fair market value on the first or the last business day of the six-month offering period. The offering periods commence in May and November each year.
As of December 27, 2025, the Company had 47 million shares of common stock that were available for future grants and 36 million shares reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested RSUs, including PRSUs.
Valuation and Expense
Stock-based compensation expense was allocated in the Company’s Consolidated Statements of Operations as follows:

Year Ended
December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
Cost of sales $ 26   $ 21   $ 30  
Research and development 1,287   1,079   1,002  
Marketing, general, and administrative 325   307   352  
Total stock-based compensation expense before income taxes 1,638   1,407   1,384  
Income tax benefit ( 293 ) ( 251 ) ( 249 )
Total stock-based compensation expense, net of income taxes $ 1,345   $ 1,156   $ 1,135  

Stock Options. The weighted-average estimated fair value of employee stock options granted during 2025, 2024 and 2023 was $ 89.01 , $ 68.38 and $ 53.72 per share, respectively, using the following assumptions:

December 27, 2025 December 28, 2024 December 30, 2023
Expected volatility 52.25   % 54.34   % 52.36 % - 52.42 %

Risk-free interest rate 3.82   % 3.80   % 3.93 % - 4.11 %

Expected dividends —   % —   % —   %
Expected life (in years) 4.97 4.98 4.96 - 5.04

The Company uses a combination of the historical volatility of its common stock and the implied volatility for publicly traded options on the Company’s common stock as the expected volatility assumption. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the option grant at the date closest to the option grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding.
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The following table summarizes stock option activity and related information:

Outstanding Number
of Shares Weighted-
Average
Exercise
Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life
(in years)
  (In millions, except share price)
Balance as of December 28, 2024 2   $ 89.73  
Granted —   $ 177.51  
Forfeited —   $ 110.30  
Exercised —   $ 43.04  
Balance as of December 27, 2025 2   $ 117.60   $ 77   4.17
Exercisable December 27, 2025 1   $ 98.94   $ 58   3.06

The total intrinsic value of stock options exercised for 2025, 2024 and 2023 was $ 65 million, $ 86 million and $ 173 million, respectively. As of December 27, 2025, the Company had $ 51 million of total unrecognized compensation expense related to stock options, which will be recognized over the weighted-average period of 2.55 years.
Time-based RSUs.  The weighted-average grant date fair values of time-based RSUs granted during 2025, 2024 and 2023 were $ 158.26 , $ 141.95 and $ 106.28 per share, respectively.
The following table summarizes time-based RSU activity and related information:

Number
of Shares Weighted- Average Grant Date Fair Value
  (In millions)

Unvested shares as of December 28, 2024 30   $ 116.77  
Granted 16   $ 158.26  
Forfeited ( 2 ) $ 120.12  
Vested ( 11 ) $ 113.34  
Unvested shares as of December 27, 2025 33   $ 138.14  

The total fair value of time-based RSUs vested during 2025, 2024 and 2023 was $ 1.8 billion, $ 2.0 billion and $ 1.1 billion, respectively. As of December 27, 2025, the Company had $ 3.5 billion of total unrecognized compensation expense related to time-based RSUs, which will be recognized over the weighted-average period of 2.64 years.
PRSUs. The weighted-average grant date fair values of PRSUs granted during 2025, 2024 and 2023 were $ 263.71 , $ 118.98 and $ 134.87 , respectively, using the following assumptions:

December 27, 2025 December 28, 2024 December 30, 2023
Expected volatility 50.74 % - 51.77 %
52.68 % - 53.19 %
51.12 % - 56.22 %

Risk-free interest rate 3.70 %- 4.22 %
3.82 % - 4.41 %
4.30 %- 4.36 %

Expected dividends —   % —   % —   %
Expected term (in years) 3.00
2.48 - 3.00
2.17 - 3.00

The Company uses the historical volatility of its common stock and risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the PRSUs grant at the date closest to the grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of PRSUs represents the requisite service periods of these PRSUs.
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The following table summarizes PRSU activity and related information:

  Number
of Shares Weighted-Average
Grant Date Fair Value
(In millions)

Unvested shares as of December 28, 2024 2   $ 139.31  
Granted 1   $ 263.71  
Forfeited —   $ 142.51  
Vested ( 1 ) $ 120.06  
Unvested shares as of December 27, 2025 2   $ 180.93  

The total fair value of PRSUs vested during 2025, 2024 and 2023 was $ 78 million, $ 226 million and $ 100 million, respectively. As of December 27, 2025, the Company had $ 232 million of total unrecognized compensation expense related to PRSUs, which will be recognized over the weighted-average period of 1.42 years.
ESPP. The weighted-average grant date fair value for the ESPP during 2025, 2024 and 2023 was $ 48.39 , $ 43.8 0 and $ 31.11 per share, respectively, using the following assumptions:

December 27, 2025 December 28, 2024 December 30, 2023
Expected volatility 56.47 % - 56.79 %
48.14 % - 49.38 %
45.74 % - 49.40 %

Risk-free interest rate 3.79 % - 4.28 %
4.42 % - 5.41 %
5.13 % - 5.46 %

Expected dividends —   % —   % —   %
Expected term (in years) 0.50 0.50 0.50

The Company uses the historical volatility of its common stock and the risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the ESPP grant at the date closest to the ESPP grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of the ESPP represents the six-month offering period.
During 2025, 3 million shares of common stock were purchased under the ESPP at an average purchase price of $ 89.22 resulting in aggregate cash proceeds of $ 263 million. As of December 27, 2025, the Company had $ 52  million of total unrecognized compensation expense related to the ESPP, which will be recognized over the weighted-average period of 0.37 years.

NOTE 15 –  Retirement Benefit Plans
The Company provides retirement benefit plans in the United States and certain foreign countries. The Company has a 401(k) retirement plan that allows participating employees in the United States to contribute as defined by the plan and subject to Internal Revenue Service limitations. The Company matches 75 % of employees’ contributions up to 6 % of their eligible compensation. The Company’s contributions to the 401(k) plan for 2025, 2024 and 2023 were approximately $ 84 million, $ 78 million and $ 70 million, respectively.

NOTE 16 –  Restructuring Charges
In the fourth quarter of 2024, the Company implemented a restructuring plan (the 2024 Restructuring Plan) which reduced the global workforce by approximately 4% of headcount. Actions associated with the 2024 Restructuring Plan were substantially completed in the first quarter of fiscal year 2025. The 2024 Restructuring Plan charges to date were $ 186 million, of which $ 113 million was related to employee severance and benefits and $ 73 million was related to asset impairment. For 2025 and 2024, the Company made $ 79 million and $ 24 million of severance payments, respectively. In 2025, there were no charges or adjustments to period expenses under the 2024 Restructuring Plan. As of December 27, 2025 and December 28, 2024, restructuring plan liabilities of $ 10 million and $ 89 million, respectively, were recorded within Accrued liabilities in the Company’s Consolidated Balance Sheets.
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NOTE 17 –  Income Taxes

Continuing Operations
In 2025, the Company adopted ASU 2023-09 with prospective application. ASU 2023-09 updates disclosure requirements for the reconciliation of tax expense from continuing operations, income taxes paid and modifies other income tax-related disclosures.
Income before income taxes consists of the following:

Year Ended
December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
U.S. $ 4,588   $ 2,369   $ 454  
Non-U.S. ( 422 ) ( 347 ) 54  
Total pre-tax income including equity income in investee $ 4,166   $ 2,022   $ 508  

The income tax provision (benefit) consists of:
Year Ended
December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
Current:
U.S. federal $ ( 493 ) $ 1,338   $ 496  
U.S. state and local 32   64   27  
Non-U.S. 106   142   150  
Total ( 355 ) 1,544   673  
Deferred:
U.S. federal 308   ( 311 ) ( 860 )
U.S. state and local ( 16 ) 6   ( 29 )
Non-U.S. ( 40 ) ( 858 ) ( 130 )
Total 252   ( 1,163 ) ( 1,019 )
Income tax provision (benefit) $ ( 103 ) $ 381   $ ( 346 )

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Year Ended

December 27, 2025
Amount Percentage
(In millions)
Statutory federal income tax expense at 21% $ 875   21.0   %
State taxes, net of federal benefit* 8   0.2   %
Foreign tax effects

Canada
Scientific Research and Experimental Development investment tax credits
( 55 ) ( 1.3 ) %
Valuation allowance
51   1.2   %
Other 25   0.6   %
Singapore
Development and expansion incentive
70   1.7   %
Other 31   0.7   %
Other foreign jurisdictions
43   1.0   %
Effect of changes in tax laws or rates enacted in the current period
( 18 ) ( 0.4 ) %
Effect of cross-border tax laws

Global Intangible Low-Taxed Income (GILTI) 157   3.8   %
Foreign-Derived Intangible Income (FDII) deduction ( 195 ) ( 4.7 ) %
Other ( 27 ) ( 0.6 ) %
Tax credits

Research credits
( 211 ) ( 5.1 ) %
Other tax credits
( 31 ) ( 0.7 ) %
Nontaxable or nondeductible items

Stock-based and non-deductible employee compensation ( 88 ) ( 2.1 ) %
Tax effect from post-acquisition transaction
47   1.1   %
Other 8   0.2   %
Changes in unrecognized tax benefits (including interest and penalties)
( 793 ) ( 19.0 ) %
Income tax (benefit) $ ( 103 ) ( 2.5 ) %

* State tax expense in Illinois and Arizona made up the majority (greater than 50%) of the tax effect in this category
The following table presents required disclosures prior to the adoption of ASU 2023-09 and displays the reconciliation between statutory federal income taxes and the total income tax provision (benefit).

December 28, 2024 December 30, 2023
  (in millions)

Statutory federal income tax expense at 21% $ 425   $ 107  
Tax effect from intercompany integration transaction 373   —  
Foreign rate detriment (benefit) 153   ( 11 )
Interest and penalty 136 53
State income taxes, net of federal benefit 22   ( 2 )
Foreign-Derived Intangible Income (FDII) deduction ( 275 ) ( 185 )
Research credits ( 232 ) ( 169 )
GILTI and other foreign inclusion ( 133 ) ( 138 )
Stock-based and non-deductible compensation ( 101 ) ( 17 )
Other 13   16  
Income tax provision (benefit) $ 381   $ ( 346 )

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The Company recorded an income tax benefit of $ 103 million and an income tax provision of $ 381 million in 2025 and 2024, respectively, representing effective tax rates of (2.5%) and 19 %, respectively. The decrease in income tax provision in 2025 was primarily driven by an $ 853 million benefit related to the release of uncertain tax positions pertaining to the reasonable cause relief for dual consolidated losses approved by the IRS in April 2025 whereas the income tax provision in 2024 included $ 373 million tax effect from an intercompany integration transaction.
In July 2025, the OBBBA was enacted into law. For fiscal year 2025, the primary impact of the OBBBA to the Company’s tax provision was the accelerated expensing of domestic R&D activities which decreased the Company’s income eligible for FDII, reduced the Company’s deferred tax assets, and reduced the Company’s current income tax liability. To the extent OBBBA changes impacted the Company’s effective tax rate reconciliation, the impacts are presented in the respective line items in the effective tax rate reconciliation table above. The OBBBA also resulted in a remeasurement of GILTI deferred tax balances as presented on the line “Effect of changes in tax laws or rates enacted in the current period” in the effective tax rate reconciliation table above. Other OBBBA changes did not have a material impact on the Company’s financial statements.
As part of the Xilinx acquisition and as a result of certain employment and operational commitments the Company has made in Singapore, the Company has been granted a Development and Expansion Incentive (DEI) that is effective through 2031. The DEI reduces the local tax on Singapore income from a statutory rate of 17% to 5% through 2031. The tax expense reflected in the Company’s effective tax rate reconciliation is primarily due to the difference in tax rates applied to the current year pre-tax loss. Due to the current year pre-tax loss in Singapore, the Company did not receive any income tax or earnings per share benefit.
Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the balances for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 27, 2025 and December 28, 2024 were as follows:

December 27,
2025 December 28,
2024
  (In millions)
Deferred tax assets:
Capitalized R&D $ 2,556   $ 2,892  
Net operating loss carryovers 61   962  
Accruals and reserves not currently deductible 727   829  
Federal and state tax credit carryovers 709   679  
Foreign R&D and investment tax credits 631   579  
Employee benefits not currently deductible 402   334  
Lease liability 231   182  
Foreign tax credits
91   77  
Other 85   111  
Total deferred tax assets 5,493   6,645  
Less: valuation allowance ( 1,338 ) ( 2,136 )
Total deferred tax assets, net of valuation allowance 4,155   4,509  
Deferred tax liabilities:
Acquired intangibles ( 3,227 ) ( 3,614 )
GILTI ( 348 ) ( 222 )
Right-of-use assets ( 228 ) ( 182 )
Depreciation ( 101 ) ( 75 )
Other ( 180 ) ( 77 )
Total deferred tax liabilities ( 4,084 ) ( 4,170 )
Net deferred tax assets $ 71   $ 339  

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The reduction in the Company’s Net operating loss carryovers and the valuation allowance items followed the receipt of the reasonable cause relief for dual consolidated losses approved by the IRS in April 2025. Other reductions in the Company’s net deferred tax assets during 2025 were primarily driven by the impact of OBBBA.
The movement in the deferred tax valuation allowance was as follows:

December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
Balance at beginning of year $ 2,136   $ 2,124   $ 2,078  
Charges to income tax expense and other accounts
( 798 ) 9   41  
Acquisition-related —   3   5  
Balance at end of year $ 1,338   $ 2,136   $ 2,124  

Through the end of fiscal year 2025, the Company continued to maintain a valuation allowance of approximately $ 1.3 billion for certain state, and foreign tax attributes due to lack of sufficient sources of future taxable income.
The Company’s U.S. federal and state net operating losses (NOLs) carryforwards as of December 27, 2025, were $ 94  million and $ 367  million, respectively. $ 20 million of U.S. federal NOLs will expire between 2027 and 2036, and $ 74 million of federal NOLs have no expiration date. State NOLs will expire at various dates through 2045. The federal tax credits of $ 6  million will expire at various dates between 2040 and 2042. The state tax return credits of $ 848  million will expire at various dates between 2026 and 2040, except for the California R&D credit, which does not expire. The Company also has $ 678  million of credit carryforward in Canada that will expire between 2028 and 2045.
A reconciliation of the Company's gross unrecognized tax benefits was as follows:
December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
Balance at beginning of year $ 1,498   $ 1,463   $ 1,361  
Increases for tax positions taken in the current year 50   57   53  
Increases for tax positions taken in prior years 10   24   57  
Decreases for tax positions taken in prior years ( 4 ) ( 18 ) ( 8 )
Decreases for settlements with taxing authorities
( 685 ) —   —  
Decreases for lapses in statutes of limitation
( 63 ) ( 28 ) —  
Balance at end of year $ 806   $ 1,498   $ 1,463  

The amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 571  million, $ 1.3  billion and $ 1.3 billion as of December 27, 2025, December 28, 2024 and December 30, 2023, respectively. The Company had $ 190 million, $ 298 million and $ 142 million of accrued penalties and interest related to unrecognized tax benefits as of December 27, 2025, December 28, 2024 and December 30, 2023, respectively. As of December 27, 2025 and December 28, 2024, the Company had long-term income tax liabilities related to unrecognized tax benefits, which include interest and penalties, of $ 806 million and $ 1.5 billion, respectively, recorded under Other long-term liabilities in the Company’s Consolidated Balance Sheets. The reduction in long-term income tax liabilities was primarily due to the release of $ 853 million of uncertain tax positions (including interest and penalties) following receipt of reasonable cause relief for dual consolidated losses approved by the IRS in April 2025.
The Company is subject to taxation in the U.S. and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdiction in which the Company is subject to potential examination by the taxing authority is the United States, where tax years from 2007 are open for audit. Pre-acquisition Xilinx U.S. tax returns for fiscal years 2018 and 2019 are currently under audit by the IRS.
Under current U.S. tax law, the impact of future distributions of earnings from foreign subsidiaries are anticipated to be subject to withholding taxes from local jurisdictions and non-conforming U.S. state jurisdictions. The deferred tax liability on these undistributed earnings is not material.
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The table below provides the updated requirements of ASU 2023-09 for cash paid for income taxes, net of refunds.

Year Ended

December 27, 2025
Cash paid for income taxes, net of refunds:
(In millions)
Federal $ 578  
State 149
Foreign 157
Total cash paid for income taxes, net of refunds
$ 884  

In 2025, cash paid for income taxes in California was $ 62 million. The Company has elected a refundable credit for the payments made as a result of the Business Credit Limitation in California.
Discontinued Operations
Net income from discontinued operations for 2025 was $ 66 million, net of tax expense of $ 54 million. This includes the results of operations of the ZT Manufacturing Business and the change in fair value of contingent consideration liability of $ 121 million.

NOTE 18 –  Other Income (Expense), Net
The following table summarizes the components of Other income (expense), net:
Year Ended
December 27, 2025 December 28, 2024 December 30, 2023
  (In millions)
Interest income $ 215   $ 182   $ 206  
Gains (losses) on long-term investments, net
366   ( 2 ) 1  
Other income (expense) ( 4 ) 1   ( 10 )
Other income (expense), net $ 577   $ 181   $ 197  

NOTE 19 –  Subsequent Events
Subsequent to December 27, 2025, the Company entered into an agreement to guarantee a commercial partner's data center lease obligations in the event of their default. The maximum gross exposure is $ 4.1 billion, which will be reduced as the commercial partner makes payments to the lessor over 15 years, or if the commercial partner enters into an agreement to sell the data center capacity to a third party. The fair value of the guarantee liability is not expected to be material to the Consolidated Financial Statements.

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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Advanced Micro Devices, Inc. (the Company) as of December 27, 2025 and December 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 27, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 3, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Inventory Valuation

Description of the Matter At December 27, 2025, the Company’s net inventory balance was $7,920 million. As discussed in Note 2 to the consolidated financial statements, the Company adjusts the inventory carrying value to the lower of actual cost or the estimated net realizable value after completing ongoing reviews of on-hand inventory quantities exceeding forecasted demand, and by considering recent historical activity as well as anticipated demand.

Auditing management’s inventory excess and obsolescence reserves involved significant judgment because the estimates are based on several factors that are affected by market, industry, and competitive conditions outside the Company's control. In estimating excess and obsolescence reserves, management developed certain assumptions, including forecasted demand which are sensitive to the competitiveness of product offerings, customer requirements, and product life cycles. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's inventory excess and obsolescence reserves estimation process, including the basis for developing the above-described assumptions and management’s judgments.

Our audit procedures included, among others, testing the reasonableness of management’s key assumptions and judgments and testing the accuracy and completeness of the underlying data used to determine the amount of excess and obsolescence reserves. We compared the quantities and carrying value of on-hand inventories to related unit sales, both historical and forecasted, and evaluated the appropriateness and adequacy of management’s adjustments to such sales forecasts by analyzing potential technological changes in line with product life cycles. We also assessed the accuracy of forecasts underlying management's estimates by comparing management’s historical forecasts to actual results, evaluated industry and market factors and performed sensitivity analyses over the forecasted demand used by management to determine inventory excess and obsolescence reserves.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1970.
San Jose, California
February 3, 2026
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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Advanced Micro Devices, Inc.’s internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Advanced Micro Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 27, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 27, 2025 and December 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 27, 2025, and the related notes and our report dated February 3, 2026 expressed an unqualified opinion thereon.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Jose, California
February 3, 2026
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed with the objective of providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of December 27, 2025, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). This type of evaluation is performed on a quarterly basis so that conclusions of management, including our Chief Executive Officer and Chief Financial Officer, concerning the effectiveness of the disclosure controls can be reported in our periodic reports on Form 10-Q and Form 10-K. The overall goals of these evaluation activities are to monitor our disclosure controls and to modify them, as necessary. We intend to maintain the disclosure controls as dynamic systems that we adjust as circumstances merit. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that:
1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
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Management has used the 2013 framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 27, 2025 at the reasonable assurance level. Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 27, 2025, which is included in Part II, Item 8, above.
Changes in Internal Control over Financial Reporting
There has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION
During the quarterly period ended December 27, 2025, the following directors and officers adopted, modified or terminated 10b5-1 plans:
On November 14, 2025 , Mark Papermaster, our Executive Vice President, Chief Technology Officer, adopted a Rule 10b5-1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which a maximum of 124,936 shares of our common stock may be sold. The plan will terminate on November 16, 2026 , or such date as the plan is otherwise terminated according to its terms.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
AMD has adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information under the captions “Item 1—Election of Directors” (including “Consideration of Stockholder Nominees for Director”), “Corporate Governance,” “Meetings and Committees of the Board of Directors,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our proxy statement for our 2026 annual meeting of stockholders (our 2026 Proxy Statement) is incorporated herein by reference. There were no material changes to the procedures by which stockholders may recommend nominees to our board of directors. See also, “Part 1, Item 1-Website Access to our SEC Filings and Corporate Governance Documents,” above.

ITEM 11. EXECUTIVE COMPENSATION
The information under the captions “Compensation Committee Interlocks and Insider Participation,” “Directors’ Compensation and Benefits” (including “2025 Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Executive Compensation” (including “2025 Summary Compensation Table,” “2025 Nonqualified Deferred Compensation,” “Outstanding Equity Awards at 2025 Fiscal Year-End,” “Grants of Plan-Based Awards in 2025” and “Option Exercises and Stock Vested in 2025,” “Severance and Change in Control Arrangements” and “Chief Executive Officer Pay Ratio”), and “Compensation and Leadership Resources Committee Report” in our 2026 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information under the captions “Principal Stockholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our 2026 Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information under the captions “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Transactions” in our 2026 Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information under the captions “Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm’s Fees” in our 2026 Proxy Statement is incorporated herein by reference.
With the exception of the information specifically incorporated by reference in Part III of this Annual Report on Form 10-K from our 2026 Proxy Statement, our 2026 Proxy Statement will not be deemed to be filed as part of this report. Without limiting the foregoing, the information under the captions “Compensation and Leadership Resources Committee Report” and “Audit and Finance Committee Report” in our 2026 Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.
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PART IV
 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements
The financial statements of AMD are set forth in Item 8 of this Annual Report on Form 10-K, as indexed below.
Index to Consolidated Financial Statements

Consolidated Statements of Operations
58

Consolidated Statements of Comprehensive Income
59

Consolidated Balance Sheets
60

Consolidated Statements of Stockholders’ Equity
61

Consolidated Statements of Cash Flows
62

Notes to Consolidated Financial Statements
64

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
92

All schedules have been omitted because the information is not required, is not applicable, or is included in the Notes to the Consolidated Financial Statements.

2. Exhibits
The exhibits listed in the accompanying Index to Exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The following is a list of such Exhibits:

Exhibit Description of Exhibits

2.1 Agreement and Plan of Merger by and among Advanced Micro Devices, Inc., Thrones Merger Sub, Inc., and Xilinx, Inc. dated October 26, 2020, filed as E xhibit 2.1 to AMD’s Current Report on Form 8-K dated October 26, 2020, is hereby incorporated by reference.

2.2
Stock Purchase Agreement dated as of August 17, 2024, by and among Advanced Micro Devices, Inc., ZT Group Int’l, Inc., the Sellers listed therein and Frank Zhang, as the representative of the Sellers, filed as Exhibit 2.1 to AMD’s Current Report on Form 8-K dated August 19, 2024, is hereby incorporated by reference.

2.3
Equity Purchase Agreement dated as of May 18, 2025, by and among Advanced Micro Designs, Inc., AMD Design, LLC, ZT Group Int’l, Inc. and Sanmina Corporation , fi led as Exhibit 2.1 to AMD ’ s Current Report on Form 8-K on May 1 8, 2025, is her eby incorporated by re ference.

3.1 Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., filed as Exhibit 3.1 to AMD’s Current Report on Form 8-K/A dated May 14, 2025, is hereby incorporated by reference.

3.2 Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended on February 13, 2024 filed as Exhibit 3.1 to AMD’s Current Report on Form 8-K dated February 20, 2024, is hereby incorporated by reference.

4.1 Description of Advanced Micro Devices, Inc. C apital Stock

4.2 Indenture by and among Advanced Micro Devices, Inc. and Wells Fargo Bank N.A., dated September 14, 2016, filed as Exhibit 4.1 to AMD's Current Report on Form 8-K dated September 14, 2016, is hereby incorporated by reference.

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4.3 First Supplemental Indenture governing 2.125% Convertible Senior Notes due 2026, including Form of 2.125% Note, between Advanced Micro Devices, Inc. and Wells Fargo Bank, N.A. dated September 14, 2016, filed as Exhibit 4.2 to AMD's Current Report on Form 8-K dated September 14, 2016, is hereby incorporated by reference.

4.4 First Supplemental Indenture by and among Advanced Micro Devices, Inc. and Wells Fargo Bank N.A., dated September 23, 2016, filed as Exhibit 4.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2016, is hereby incorporated by reference.

4.5 Second Supplemental Indenture governing the Xilinx 2.2375% Senior Notes due 2030, by and among Xilinx, Inc., Advanced Micro Devices, Inc. and U.S. Bank Trust Company, National Association, dated February 14, 2022, filed as Exhibit 4.2 to AMD’s Current Report on Form 8-K dated February 14, 2022, is hereby incorporated by reference.

4.6
Indenture, dated as of June 9, 2022, by and between Advanced Micro Devices, Inc. and U.S. Bank Trust Company, National Association, as trustee, filed as E xhibit 4.1 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference.

4.7
First Supplemental Indenture, dated as of June 9, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, including the Form of 2032 Note and Form of 2052 Note, filed as E xhibit 4.2 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference .

4.8
Second Supplemental Indenture, dated as of March 24, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee , filed as E xhib it 4.1 to AMD ’ s Current Report on Form 8-K dated March 24, 2025, is hereby incorp orated by reference.

4.9
Warrant to Purchase Shares of Common Stock, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC , filed as E xhibit 4.1 to AMD ’ s Current Report on Form 8 -K dated October 5, 2025, is hereby incorporated by reference .

*10.1 2011 Executive Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended April 2, 2011, is hereby incorporated by reference.

*10.2 AMD Executive Severance Plan and Summary Plan Description for Senior Vice Presidents, effective June 1, 2013, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated June 7, 2013, is hereby incorporated by reference.

*10.3 AMD Deferred Income Account Plan, as amended and restated, effective January 1, 2008, filed as Exhibit 10.18 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, is hereby incorporated by reference.

*10.4 Amendment No. 1 to the AMD Deferred Income Account Plan, as amended and restated, effective July 1, 2012, filed as Exhibit 10.16(a) to AMD’s Annual Report on Form 10-K for the period ended December 29, 2012, is hereby incorporated by reference.

*10.5 Form of Indemnity Agreement, between Advanced Micro Devices, Inc. and its officers and directors, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 6, 2008, is hereby incorporated by reference.

*10.6 Form of Management Continuity Agreement, as amended and restated, filed as Exhibit 10.13(b) to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, is hereby incorporated by reference.

*10.7 Form of Change in Control Agreement, filed as Exhibit 10.11 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009, is hereby incorporated by reference.

*10.8
Offer Letter, between Advanced Micro Devices, Inc. and Mark D. Papermaster, dated October 7, 2011, filed as Exhibit 10.63 to AMD’s Annual Report on Form 10-K for the period ended December 31, 2011, is hereby incorporated by reference.

10.9 Settlement Agreement, between Advanced Micro Devices, Inc. and Intel Corporation, dated November 11, 2009, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated November 11, 2009, is hereby incorporated by reference.

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**10.10
Patent Cross License Agreement, between Advanced Micro Devices, Inc. and Intel Corporation filed, dated November 11, 2009, as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated November 17, 2009, is hereby incorporated by reference.

10.11
Sublease Agreement, between Lantana HP, LTD and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.

10.12
Master Landlord’s Consent to Sublease, between 7171 Southwest Parkway Holdings, L.P., Lantana HP, Ltd. and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.

10.13
Lease Agreement, between 7171 Southwest Parkway Holdings, L.P. and Lantana HP, Ltd., dated March 26, 2013, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.

*10.14
Employment Agreement by and between Lisa T. Su and Advanced Micro Devices, Inc. effective October 8, 2014, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K/A dated October 14, 2014, is hereby incorporated by reference.

*10.15
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2014, is hereby incorporated by reference.

*10.16
Offer Letter, between Advanced Micro Devices, Inc. and Forrest E. Norrod, dated October 20, 2014, filed as Exhibit 10.66 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, is hereby incorporated by reference.

*10.17
Advanced Micro Devices, Inc. Executive Severance Plan and Summary Plan Description for Senior Vice Presidents effective December 31, 2014, filed as Exhibit 10.68 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, is hereby incorporated by reference.

*10.18
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2015, is hereby incorporated by reference.

10.19  Equity Interest Purchase Agreement by and between Advanced Micro Devices, Inc. and Nantong Fujitsu Microelectronics Co., Ltd. dated as of October 15, 2015, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 15, 2015, is hereby incorporated by reference.

*10.20
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.78 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by reference.

*10.21
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.79 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by reference.

*10.22
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.80 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by reference.

*10.23
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.88 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is hereby incorporated by reference.

*10.24
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Plan, filed as Exhibit 10.89 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is hereby incorporated by reference.

*10.25
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.90 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is hereby incorporated by reference.

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*10.26
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2017, is hereby incorporated by reference.

*10.27
Amended and Restated 2017 Employee Stock Purchase Plan dated August 23, 2018, filed as Exhibit 10.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2018, is hereby incorporated by reference.

*10.28
2017 Employee Stock Purchase Plan, as amended and restated October 12, 2017, filed as Exhibit 10.98 to AMD's Annual Report on Form 10-K for the fiscal year ended December 30, 2017, is hereby incorporated by reference.

*10.29
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.99 to AMD's Annual Report on Form 10-K for the fiscal year ended December 30, 2017, is hereby incorporated by reference.

*10.30
Form of Restricted Stock Unit Award Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.100 to AMD's Annual Report on Form 10-K for the fiscal year ended December 30, 2017, is hereby incorporated by reference.

*10.31
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan filed as Exhibit 10.101 to AMD's Annual Report on Form 10-K for the fiscal year ended December 30, 2017, is hereby incorporated by reference.

*10.32
Amendment to Advanced Micro Devices, Inc. Executive Incentive Plan dated as of February 8, 2018, filed as Exhibit 10.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, is hereby incorporated by reference.

*10.33
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.103 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.34
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.104 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.35
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.105 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.36
Value Creation Performance-Based Restricted Stock Unit Grant Notice between Advanced Micro Devices, Inc. and Lisa T. Su, dated August 9, 2019, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.37
Value Creation Performance-Based Restricted Stock Unit Grant Notice between Advanced Micro Devices, Inc. and Mark Papermaster, dated August 9, 2019, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.38
Amendment to Advanced Micro Devices, Inc. Executive Incentive Plan dated as of August 21, 2019, filed as Exhibit 10.6 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.39
2004 Equity Incentive Plan, as amended and restated, dated August 21, 2019, filed as Exhibit 10.7 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.40
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

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*10.41
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

*10.42
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

10.43 Company-Provided Business Aircraft Usage and Commercial Travel by Personal Guests Policy revised as of January 25, 2021, filed as Exhibit 10.58 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020, is hereby incorporated by reference.

*10.44
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

*10.45
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

*10.46
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

10.47  Credit Agreement dated as of April 29, 2022 by and among Advanced Micro Devices, Inc. as borrower, the lenders referred to therein, as lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing lender, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated April 29, 2022, is hereby incorporated by reference.

*10.48
Xilinx, Inc. 2007 Equity Incentive Plan, effective as of January 1, 2007, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.49
2004 Equity Incentive Plan, as amended and restated, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.50
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc. 2007 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, is hereby incorporated by reference.

*10.51
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc. 2007 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, is hereby incorporated by reference.

*10.52
Offer Letter between Advanced Micro Devices, Inc. and Jean Hu, dated as of January 6, 2023, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated January 8, 2023, is hereby incorporated by reference.

*10.53
Sign-On Bonus Agreement between Advanced Micro Devices, Inc. and Jean Hu, dated as of January 8, 2023, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated January 8, 2023, is hereby incorporated by reference.

*10.54
Advanced Micro Devices, Inc. 2023 Equity Incentive Plan, filed as Exhibit A to AMD’s Definitive Proxy Statement on Schedule 14A dated March 31, 2023, is hereby incorporated by reference.

*10.55
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

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*10.56
Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

*10.57
Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

10.58  First Amendment to Credit Agreement, dated as of September 22, 2023, among Advanced Micro Devices, Inc. as borrower, the lenders referred to therein, as lenders, Wells Fargo Securities, LLC, as sustainability structuring agent, and Wells Fargo Bank, National Association, as administrative agent, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.

10.59  Seventh Amendment to Lease between Summit Lantana Owner, LP and Advanced Micro Devices, Inc., dated as of October 27, 2023, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.

*10.60
Amendment to Advanced Micro Devices, Inc. Executive Incentive Plan dated as of February 23, 2022, filed as Exhibit 10.76 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference.

*10.61
Form of Change of Control Agreement, filed as Exhibit 10.77 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference,

**10.62
Intellectual Property Cross-License Agreement between Advanced Micro Devices, Inc. and Broadcom Corporation, effective as of August 25, 2008, filed as Exhibit 10.78 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference .

**10.63
IP Core License Agreement between Advanced Micro Devices, Inc. and Broadcom Corporation, effective as of August 25, 2008, filed as Exhibit 10.79 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference .

*10.64
Offer Letter and Sign-on Bonus Agreement between Advanced Micro Devices, Inc. and Philip Guido, dated April 10, 2023, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024, is hereby incorporated by reference.

*10.65
Offer Letter, dated October 9, 2024 by and between Advanced Micro Devices, Inc. and Philip Carter, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated November 18, 2024, is hereby incorporated by reference .

*10.66
Advanced Micro Devices, Inc. Executive Severance Plan and Summary Plan Description for Executive and Senior Vice Presidents effective February 3, 2025 , filed as Exhibit 10.73 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, is hereby incorporat ed by reference .

*10.67
Offer Letter and Sign-on Bonus Agreement between Advanced Micro Devices, Inc. and Ava Hahn, dated December 13, 2023 , filed as E xhib it 10.1 to AMD ’ s Quart erly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, is her eby incorp orated by reference.

*10.68
Advanced Micro Devices, Inc. Executive Retirement Plan effective as of March 26, 2025 , filed as Exhibit 10.2 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, is hereby inc orporated by reference.

*10.69
Form of Stock Option Award Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan , filed as E xhibit 10. 1 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended Ju ne 28, 2025, is hereby inc orporated by reference.

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*10.70
Form of Restricted Stock Unit Grant Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan , fi led as E xhibit 10.2 to AMD ’ s Quarterly Report on Form 10-Q for th e fiscal quarter ended June 28, 2025, is hereby inc orporated by reference .

10.71  Form of Performance-Based Restricted Stock Unit Grant Notice for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan , filed as Exhibit 10. 3 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025, is hereby i ncorporated by reference.

10.72  Registration Rights Agreement, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC , filed as E xhibit 10.1 to AMD ’ s Current Report on Form 8 -K dated October 5, 2025, is here by incorporated by reference.

*10.73
Offer Letter dated November 12, 2025, by and between Advanced Micro Devices, Inc. and Emily Ellis , filed as Exhibit 10. 1 to AMD ’ s Current Report on Form 8-K dated December 12, 2025, is hereby inc orporated by reference.

*10.74
Outside Director Equity Compensation Policy, as amended and restated, dated as of August 20, 2025 , filed as Exhibit 10.2 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025, is hereby inc orporated by reference.

*10.75
Advanced M icro Devices, Inc. Executive Severance and Change of Control Plan and Summary Plan Description for Executive and Senior Vice P residents Amended and Restated Effective August 19, 2025 .

19.1  Advanced Micro Devices, Inc. Stock Trading Policy.

21  List of AMD subsidiaries.

23  Consent of Independent Registered Public Accounting Firm.

24  Power of Attorney.

31.1  Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97
Compensation Recovery Policy adopted by the Board of Directors of Advanced Micro Devices, Inc., effective as of November 17, 2023, filed as Exhibit 97 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference.

101.INS XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File -the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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Table of Conten t s

_____________________
* Management contracts and compensatory plans or arrangements.

** Portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMD will furnish a copy of any exhibit on request and payment of AMD’s reasonable expenses of furnishing such exhibit.

ITEM 16. FORM 10-K SUMMARY

Not applicable.
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Table of Conten t s

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

February 3, 2026 A DVANCED M ICRO D EVICES , I NC .

By: /s/ Jean Hu

Jean Hu

Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/Lisa T. Su President and Chief Executive Officer
(Principal Executive Officer), Director February 3, 2026
Lisa T. Su

/s/Jean Hu Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer) February 3, 2026
Jean Hu

/s/Emily Ellis
Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) February 3, 2026
Emily Ellis

* Lead Independent Director February 3, 2026
Nora M. Denzel

* Director February 3, 2026
Mike P. Gregoire

* Director February 3, 2026
Joe A. Householder

* Director February 3, 2026
John W. Marren

* Director February 3, 2026
KC McClure

* Director February 3, 2026
Jon A. Olson

* Director February 3, 2026
Abhi Y. Talwalkar

* Director February 3, 2026
Beth W. Vanderslice

 

*By:  /s/Jean Hu

  Jean Hu, Attorney-in-Fact

106