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Item 9A. Controls and Procedures

2026-02-04 compared with 2025-02-05 · 56 added, 41 removed, 204 unchanged (32% of the section changed)

22 unchanged sentences

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.

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During the quarterly period ended December 27, 2025, the following directors and officers adopted, modified or terminated 10b5-1 plans:

Title of Director or Officer

Trading Arrangement Total Shares to be Sold

Expiration Date

Rule 10b5-1* Non-Rule 10b5‑1**

Chair, President and Chief Executive Officer Adopt December 2, 2024 X 750,000 December 10, 2025

Mark Papermaster

Executive Vice President, Chief Technology Officer Adopt November 5, 2024 X 173,006 December 31, 2025

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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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 “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for our 2025 annual meeting of stockholders (our 2025 Proxy Statement) is incorporated herein by reference.

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.

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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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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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 exhibit 2.1 to AMD’s Current Report on Form 8-K dated October 26, 2020, is hereby incorporated by reference.

S tock 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 repre sentative of the Sellers, fi led as Exhibit 2.1 to AMD ’ s Current Report on Form 8-K dated August 1 9 , 2024, is hereby incorporated by reference.

3.1 Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., dated May 2, 20 18 , filed as Exhibit 3.1 to AMD’s Quarterly Report on Form 10 -Q f or the period ended June 30, 2018 , is hereby incorporated by reference.

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.

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.

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 F ebruary 13, 2024 filed as Exhibit 3.

1 to AMD’s C urrent Report on Form 8 -K dated February 20 , 2024 , is hereby incorporated by reference.

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.

Common Stock, filed as Exhibit 4.1 to AMD’s Quarterly Report on Form 10-Q for the period ended June 25, 2022, is hereby incorporated by reference.

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.

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Indenture, dated as of June 9, 2022, by and between Advanced Micro Devices, Inc.

Bank Trust Company, National Association, as trustee, filed as exhibit 4.1 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference.

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.

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 exhibit 4.2 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference .

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 .

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.

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.

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*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 Amended and Restated Management Continuity Agreement, between Advanced Micro Devices, Inc.

and Devinder Kumar, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended September 29, 2012, is hereby incorporated by reference.

Offer Letter, between Advanced Micro Devices, Inc.

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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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Patent Cross License Agreement, between Advanced Micro Devices, Inc.

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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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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.

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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.

*10.37 Offer Letter between Advanced Micro Devices, Inc.

and Rick Bergman dated August 1, 2019, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.38 Sign-On Bonus Letter between Advanced Micro Devices, Inc.

and Rick Bergman dated August 1, 2019, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

Value Creation Performance-Based Restricted Stock Unit Grant Notice between Advanced Micro Devices, Inc.

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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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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.

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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.

Offer Letter between Advanced Micro Devices, Inc.

and Victor Peng dated March 8, 2022, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.

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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.

Outside Director Equity Compensation Policy, as amended and restated, dated as of August 10, 2022, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2022, is hereby incorporated by reference.

Offer Letter between Advanced Micro Devices, Inc.

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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.

Retirement Transition Agreement and General Release between Advanced Micro Devices, Inc.

and Devinder Kumar, dated as of February 15, 2023, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K/A dated January 1, 2023, is hereby incorporated by reference.

Advanced Micro Devices, Inc.

1 unchanged sentence

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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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.

4 unchanged sentences

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 inc orpora ted by reference.

Form of Change of Control Agreement , filed as Exhibit 10.77 to AMD ’ s Annual Report on Form 10-K for the fiscal year e nded December 30, 202 3, is hereby incorporated by reference ,

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.

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,

Intellectual Property Cross-License Agreement between Advanced Micro Devices, Inc.

and Broadcom Corporation, effective as of August 25, 2008 , filed as Exhi b it 10.78 to AMD ’ s An nual Report on Form 10-K for the fisc al year ended December 30, 2023, is hereby inc orporated by reference .

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 .

IP Core License Agreement between Advanced Micro Devices, Inc.

and Broadcom Corporation, effective as of August 25, 2008 , filed as Exh i bit 10.79 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended Dec ember 30, 2023, is hereby incorporated by reference .

O ffer Letter and Sign-on Bonus Agreement betwee n Advanced Micro Devices, Inc.

and Philip Guido, dated Apr il 10, 2023, fi led as Ex hibit 10.1 to AMD ’ s Quarterly Report on Form 10-Q for the fi scal quarter ended June 29, 2024, is hereby incorporated by ref erence.

R etir ement Transitio n Agreement and General Release between Victor Peng and Advanced M icro Devices, Inc., dated July 30, 2024, filed as Exhibit 10.2 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended J une 29, 2024, is hereby incorporated by reference .

O ffer Let ter, dated October 9, 2024 by and bet ween A dvanced M icro Devices, Inc.

and Philip Carter, filed as Exhibit 10.1 to A MD ’ s Current Report on Form 8-K dated November 1 8 , 2024, is hereby incor porated by re ference .

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 .

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.

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 .

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 .

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.

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.

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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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.

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.

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.

Advanced M icro Devices, Inc.

Executive Severance Plan and Summary Plan Descr iption for Executive and S enior Vice Presidents effective February 3, 20 25.

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 Tra d ing Policy .

Stock Trading Policy.

21 List of AMD subsidiaries.

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

Compensation Recovery Policy adopted by the Board of Directors of Advanced Micro Devices, Inc., effective as of November 17, 2023 , fi led 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 .

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.

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_____________________

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Not applicable.

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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.

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(Principal Financial Officer) February 3, 2026

/s/Emily Ellis

Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) February 3, 2026

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures