UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
			For the fiscal year ended December 28, 2024
			For the fiscal year ended December 27, 2025
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
			For the transition period from to

Commission File Number 001-07882

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware			94-1692300
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2485 Augustine Drive

Santa Clara, California 95054

(Address of principal executive offices)(Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)
Common Stock, $0.01 par value per share	AMD	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of June 28, ~~2024~~2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $~~261~~232.43 billion based on the reported closing sale price of $~~162~~143.2181 per share as reported on The NASDAQ Global Select Market (NASDAQ) on June 2827, ~~2024~~2025, which was the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 1,~~620~~630,~~477~~410,~~962~~843 shares of common stock, $0.01 par value per share, as of January 30, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the ~~2025~~2026 Annual Meeting of Stockholders (~~2025~~2026 Proxy Statement) are incorporated into Part III hereof. The ~~2025~~2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended December 2827, ~~2024~~2025.

INDEX

PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	1314
ITEM 1B.	Unresolved Staff Comments	3942
ITEM 1C.	Cybersecurity	3942
ITEM 2.	Properties	4044
ITEM 3.	Legal Proceedings	4044
ITEM 4.	Mine Safety Disclosures	4044
PART II		4145
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4145
ITEM 6.	[Reserved]	4246
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4347
ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk	5257
ITEM 8.	Financial Statements and Supplementary Data	5358
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9095
ITEM 9A.	Controls and Procedures	9195
ITEM 9B.	Other Information	9296
ITEM 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	9296
PART III		9397
ITEM 10.	Directors, Executive Officers and Corporate Governance	9397
ITEM 11.	Executive Compensation	9397
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9397
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	9397
ITEM 14.	Principal Accountant Fees and Services	9397
PART IV		9498
ITEM 15.	Exhibits and Financial Statement Schedules	9498
ITEM 16.	Form 10-K Summary	~~100~~105
SIGNATURES.		~~101~~106

Table of Contents

PART I

ITEM 1. BUSINESS

Cautionary Statement Regarding Forward-Looking Statements

The statements in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements relate to, among other things: possible impact of future accounting rules on AMD’s consolidated financial statements; demand for AMD’s products; AMD’s strategy and expected benefits; the growth, change and competitive landscape of the markets in which AMD participates; international sales will continue to be a significant portion of total sales in the foreseeable future; the expectation that AMD’s cash, cash equivalents, and short-term ~~investment~~investments ~~balances~~ together with the availability under that certain revolving credit facility (the Revolving Credit Agreement) made available to AMD and certain of its subsidiaries, our commercial paper program, and our cash flows from operations will be sufficient to fund AMD’s operations, including capital expenditures, purchase and ~~purchase~~lease commitments, and ~~acquisitions~~strategic activities over the next 12 months and beyond; AMD’s ability to obtain sufficient external financing on favorable terms, or at all; AMD’s expectation that ~~actions associated with the 2024 Restructuring Plan will be substantially completed by the end of the first quarter of fiscal year 2025; AMD’s expectation that~~ based on management’s current knowledge, the potential liability related to AMD’s current litigation will not have a material adverse effect on its financial position, results of operation or cash flows; anticipated ongoing and increased costs related to enhancing and implementing information security controls; revenue allocated to remaining performance obligations that are unsatisfied which will be recognized in the next 12 months; a small number of customers will continue to account for a substantial part of AMD’s revenue and receivables in the future; the expected implications from the development of the legal and regulatory environment relating to emerging technologies such as AI; AMD’s expectation to utilize the cloud service capacity in its operations or assign the capacity; AMD’s expectation that it will not pay dividends in the near future; AMD’s ability to achieve its corporate responsibility initiatives; expected future AI technology trends and developments; the expected benefits of AMD’s ~~acquisition of Silo AI Oy (Silo AI)~~acquisitions; ~~AMD’s anticipated acquisition of ZT Group Int’l, Inc. (ZT Systems)~~ and ~~the anticipated timing of the transaction;~~ AMD’s ~~intention to seek a strategic partner to acquire ZT Systems' manufacturing business; and AMD’s~~ expectation to fund stock repurchases through cash generated from operations. For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements, see “Part I, Item 1A-—Risk Factors” and the “Financial Condition” section set forth in “Part II, Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, and such other risks and uncertainties as set forth below in this report or detailed in our other Securities and Exchange Commission (SEC) reports and filings. We assume no obligation to update forward-looking statements.

Additionally, we make certain voluntary disclosures in this report and on our website, which are informed by various standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. As such, these voluntary disclosures may not necessarily be “material” under the federal securities laws for SEC reporting purposes. Furthermore, much of this information is subject to methodological considerations or information, including from third-parties, that is still evolving and subject to change, and which AMD does not independently verify. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

Table of Conten t s

References in this Annual Report on Form 10-K to “AMD,” “we,” “us,” “management,” “our” or the “Company” mean Advanced Micro Devices, Inc. and our consolidated subsidiaries.

Overview

AMD isdrives ~~the~~innovation in high performance and ~~adaptive~~AI computing ~~leader,~~to ~~powering~~solve the ~~products~~world’s most important challenges. AMD technology powers billions of experiences across cloud and ~~services~~AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack solutions that help ~~solve~~customers turn data into breakthroughs, with the ~~world’s~~speed ~~most~~and ~~important~~scale ~~challenges~~needed for a new era of intelligent computing. Our ~~technologies~~high-performance ~~advance~~product ~~the~~portfolios ~~future~~provide ofdifferentiated solutions, including semi-custom System-on-Chip (SoCs), adaptive SoCs and accelerated processing units (APUs). For data centers, ~~powering~~we ~~the~~offer ~~cloud~~AI ~~services~~accelerators, microprocessors (CPUs), graphic processing units (GPUs), data processing units (DPUs), AI Network Interface Cards (AI NICs) and field programmable gate arrays (FPGAs). We offer ultra-low latency networking solutions. We also offer data center rack-scale platform designs that ~~have~~incorporate ~~become~~AMD andata ~~essential~~center ~~part~~products to meet the growing performance demands of ~~how~~AI wesupercomputers ~~work~~and machine learning workloads. In client computing, ~~game~~our CPUs, APUs and ~~connect~~chipsets tofor ~~network~~desktops and notebooks deliver performance, ~~PCs~~efficiency, ~~edge~~AI ~~computing~~capabilities and modern security features for gamers, creators, consumers and ~~artificial~~enterprises. ~~intelligence~~AMD was the first company to integrate a dedicated neural processing unit (AINPU) on the same SoC as an x86 CPU for AI PCs. WeBy ~~drive~~bringing ~~innovation~~NPU‑accelerated ~~through~~AI capabilities directly into mainstream x86 platforms, we established a differentiated technology footprint that supports a growing ecosystem of AI‑enabled applications and lays the groundwork for the multi‑generation Ryzen™ AI roadmap that continues to expand our leadership. Our GPUs, including discrete GPUs and semi-custom SoCs, are combined with software to power immersive gaming experiences across PCs, game consoles and cloud gaming services. Our embedded computing portfolio delivers high-performance, scalable solutions across CPUs, APUs, FPGAs, System-on-Modules (SOMs) and adaptive ~~computing~~SoCs ~~technology~~for markets such as automotive, ~~software~~industrial, healthcare, storage and ~~product~~networking ~~leadership.~~with integrated AI processing capabilities.

~~With~~We ~~our~~develop ~~high-performance~~comprehensive ~~product~~software ~~portfolios,~~stacks wethat ~~deliver~~include ~~differentiated~~development ~~solutions~~tools, ~~such~~compilers asand ~~our~~drivers ~~semi-custom~~to ~~System-on-Chip~~enable ~~(SoCs),~~our ~~Adaptive~~high-performance ~~SoCs~~CPUs, ~~and accelerated processing units (~~APUs), ~~and~~GPUs ~~platform level client computing devices, embedded platforms~~ and ~~servers for our customers~~FPGAs. We ~~offer~~have a ~~deep~~comprehensive ~~portfolio~~and ofopen ~~data center computing solutions including~~ AI ~~accelerators,~~software ~~microprocessors~~stack ~~(CPUs), graphic processing units (GPUs), data processing units (DPUs), Smart Network Interface Cards (SmartNICs), and field programmable gate arrays (FPGAs),~~ to ~~meet~~support the ~~vast~~diverse ~~computing~~set ~~performance requirements~~ of ~~today’s~~AI ~~data~~ecosystems ~~centers,~~across ~~supercomputers~~frameworks, AIlarge and ~~Machine~~small ~~Learning~~language ~~(ML)~~models ~~data center environments~~ and ~~cloud environments~~applications. WeBy ~~drive~~working ~~innovation~~closely with ~~our~~customers, ~~line-up~~we ofdeliver ~~CPUs,~~customized ~~APUs~~solutions ~~and~~that ~~chipsets~~meet ~~for~~their ~~desktops~~evolving ~~and notebooks~~needs, toleveraging ~~bring~~our ~~performance,~~broad ~~efficiency,~~IP AIportfolio ~~capabilities~~ and ~~modern~~leadership ~~security~~in ~~features to gamers~~design, ~~creators,~~integration ~~consumers~~ and ~~enterprises~~advanced packaging. ~~AMD~~Our ~~was~~investments ~~the~~in ~~first~~technologies ~~company~~such ~~to integrate a dedicated neural processing unit (NPU) on the same SoC~~ as anour ~~x86 CPU for AI PCs. Our GPUs, including discrete GPUs, semi-~~custom-ready ~~SoC~~chiplet ~~products~~platform and ~~development~~AMD ~~services,~~Infinity ~~work~~Fabric™ ~~together~~switch ~~with~~position ~~software~~us to ~~power~~maintain ~~immersive~~our ~~gaming~~leadership ~~experiences~~as ~~for PCs, game consoles and cloud gaming services. We are~~ a ~~leader in embedded computing, where we deliver high~~custom-~~performance~~design ~~and~~silicon ~~scalability~~provider ~~across a full portfolio~~ of ~~CPUs, APUs, FPGAs, system on modules (SOMs) and Adaptive SoCs that are used in a variety of markets, including automotive, industrial, healthcare, storage and networking~~choice. ~~We also incorporate dedicated AI processing capabilities into our embedded portfolio.~~

We develop world-class software stacks that are used to enable our high-performance products. Our software stacks include development tools, compilers, and drivers for our CPUs, APUs, GPUs and FPGAs. We work closely with our customers to define and develop customized solutions to precisely match their requirements. We enable this by combining our broad portfolio of high-performance IP with our leadership design and packaging to deliver world-class customized solutions to our customers. We invest in innovative technology and solutions such as our custom-ready chiplet platform and AMD Infinity Architecture to maintain our leadership position as a custom-design silicon provider of choice.

Our Strategy

We believe ~~that~~ AI is ~~defining~~shaping the next era of computing and ~~that~~its ~~the~~ full potential ~~of AI~~ will be realized when ~~the~~it ~~technology~~becomes is pervasive across cloud, edge and ~~end~~endpoint devices. WeWith ~~believe~~our ~~AMD has the~~ compute engines, intellectual property, software ~~capabilities~~enablement and deep expertise, toAMD beis apositioned ~~leader~~to lead in this next computing era. ~~with~~Our a broad, portfolio ofspans ~~high-performance compute engines spanning across~~ supercomputing, cloud, edge, embedded and end devices., Weproviding ~~believe~~the ~~we have a~~ unique opportunity to make AMD the end-to-end AI leader ~~based on the breadth of our technology and product portfolios~~.

~~Our~~In AI2025, ~~strategy~~a iskey ~~focused~~priority onwas ~~three~~accelerating ~~priorities.~~growth ~~The~~in ~~first~~our isData ~~delivering~~Center asegment. ~~broad~~Demand ~~portfolio~~for ofour ~~high-performance~~data ~~adaptive~~center ~~hardware~~AI ~~and~~accelerator ~~software~~products ~~solutions.~~was ~~The~~strong ~~second~~as islarge ~~expanding~~hyperscale ~~the~~customers, ~~deep~~OEMs and ~~collaborative~~ODMs ~~partnerships~~deployed weour ~~have~~AMD ~~established~~Instinct™ ~~across~~MI350X ~~the~~Series ~~ecosystem~~GPUs. We advanced our AMD AI GPU roadmap to ~~accelerate~~deliver ~~deployments~~an annual cadence of ~~AMD~~leadership ~~based~~for AIAMD Instinct solutions, atbeginning ~~scale~~with the AMD Instinct MI350 Series GPUs in 2025. ~~And~~Beyond GPUs, we launched the ~~third~~5th isGen ~~providing~~AMD ~~compelling~~EPYC™ ~~user~~family ~~experiences~~of toserver ~~extend~~processors ~~the~~in ~~open~~2025, which deliver leadership performance and ~~proven~~capabilities ~~software~~for ~~platform~~a wide range of data center workloads, including AI. In addition, we ~~have~~previewed ~~established~~our “Helios” AI rack-scale platform solution that ~~enables~~incorporates all of our AIdata ~~hardware~~center products (CPUs, GPUs and Networking) to beaddress ~~deployed~~the ~~more~~growing ~~broadly~~AI ~~and~~compute ~~easily~~requirements.

~~One~~We ofstrengthened our ~~priorities~~AI inleadership ~~2024~~through ~~was~~a tonumber ~~accelerate~~of ~~growth~~strategic inacquisitions ~~our~~during ~~Data~~the ~~Center~~year. ~~segment~~In March 2025, we acquired ZT Group Int’l, Inc. ~~The~~(ZT ~~demand~~Systems), ~~for~~where ~~our~~we ~~data~~retained ~~center~~certain AIintellectual ~~accelerator~~property ~~products~~and ~~was~~employees ~~very~~associated ~~strong~~with asthe ~~large~~design ~~hyperscaler~~operations ~~customers,~~(ZT ~~OEMs~~Design Business). This acquisition enables us to deliver end-to-end AI solutions and ~~ODMs~~accelerate ~~deployed~~the ~~our~~design and deployment of AMD-powered ~~Instinct™~~AI ~~MI300X~~infrastructure ~~GPUs.~~at ~~During~~scale optimized for the ~~year~~cloud. In October 2025, we ~~announced~~sold ~~that~~the weZT ~~have~~data ~~accelerated~~center ~~our~~infrastructure ~~AMD~~manufacturing AIbusiness ~~accelerator~~(ZT ~~roadmap~~Manufacturing Business) to ~~deliver~~Sanmina anCorporation ~~annual~~(Sanmina). ~~cadence~~We ofmade ~~leadership~~other ~~AMD~~strategic ~~Instinct~~acquisitions ~~solutions.~~during Wethe ~~announced~~year to advance our ~~5th~~software ~~Gen~~capabilities ~~AMD~~and ~~EPYC™~~enable ~~family~~highly ofoptimized ~~server~~solutions ~~processors~~across the stack, ~~providing~~support ~~leadership~~co-packaged ~~performance~~optics solutions for next-generation AI systems, and ~~capabilities~~bring ~~for~~deep aexpertise ~~wide~~in ~~range~~high-speed ofinference ~~data~~and ~~center~~reasoning-based ~~workloads~~AI technologies for large-scale deployments.

During the year, we completed the acquisition of Silo AI Oy (Silo AI), an AI lab based in Finland. The acquisition of Silo AI expanded our capability to accelerate development and deployment of AI models on AMD hardware. Silo AI has also developed a software stack used to train multiple state-of-the-art large language models (LLMs) on AMD Instinct accelerators that can accelerate the development of highly-performant AMD training solutions.

Table of Conten t s

We ~~also~~believe ~~focused~~that ~~on building our data center~~ AI ~~rack~~systems ~~and~~will ~~data~~require ~~center-scale~~not ~~solutions~~only ~~capabilities~~powerful bychips, ~~entering~~but ~~into~~also anfull-stack ~~agreement~~innovation toacross ~~acquire ZT Group Int’l~~compute, ~~Inc. (ZT Systems)~~networking, asystems ~~provider~~architecture ~~of AI~~ and ~~general~~software. ~~purpose~~AMD ~~compute~~is ~~infrastructure~~uniquely ~~for~~positioned ~~hyperscale~~to ~~computing~~deliver ~~companies~~across inthis ~~August~~stack, ~~2024.~~combining Weindustry-leading ~~believe~~CPUs, ~~that~~GPUs ~~with~~and ~~the~~adaptive ~~acquisition~~SoCs ofwith ~~ZT Systems~~networking, wesoftware ~~can~~and ~~deliver~~system ~~leadership~~integration ~~training~~expertise. ~~and~~We ~~inferencing~~continue ~~solutions~~to ~~that~~invest ~~can~~in ~~accelerate~~software ~~time~~capabilities toand ~~deployment~~the ~~for~~open ~~our~~ecosystem ~~AMD~~through ~~Instinct~~the ~~platforms.~~AMD ~~The~~ROCm™ ~~acquisition~~platform, isdelivering ~~expected~~new tofeatures ~~close~~for inhigh-performance ~~the~~AI ~~first~~training ~~half~~and ofinference. ~~fiscal~~In ~~year~~ 2025, ~~subject~~we tointroduced ~~certain~~key ~~regulatory~~optimizations ~~approvals~~ and ~~other~~expanded ~~customary~~support ~~closing~~for ~~conditions.~~frameworks Weand ~~intend~~libraries, toimproving ~~seek~~performance afor ~~strategic~~generative ~~partner~~AI toworkloads ~~acquire~~and ZTsimplifying ~~Systems'~~the ~~manufacturing~~developer ~~business~~experience.

WeIn ~~continued~~October to2025, ~~invest~~we inentered ~~driving~~into ~~software~~a ~~capabilities~~product ~~and~~purchase ~~the~~agreement ~~open~~with ~~ecosystem~~OpenAI toOpCo, ~~deliver~~LLC, ~~powerful~~(OpenAI) ~~new~~to ~~features~~deploy ~~and~~6 ~~capabilities~~gigawatts inof ~~the~~ AMD ~~ROCm™ open software stack~~GPUs, ~~bringing~~with the ~~latest~~deployment ~~features~~of ~~to highly-performant AI training and inference on AMD platforms. During~~ the ~~year,~~first wegigawatt ~~made~~of ~~several~~capacity ~~key~~powered ~~optimizations~~by ~~and~~our ~~additional features in the latest~~ AMD ~~ROCm~~Instinct ~~software~~MI450 ~~that~~series ~~increases~~products. ~~performance~~This inmultiyear ~~key~~strategic ~~generative~~partnership AIwith ~~workloads,~~OpenAI ~~adds~~demonstrates ~~expanded~~our ~~support~~continued ~~and~~execution ~~optimization~~of ~~for~~hardware, ~~additional~~software ~~frameworks~~ and ~~libraries,~~full-stack ~~and~~solutions ~~simplifies the overall developer experience~~roadmaps.

Our Business

~~Our~~Beginning ~~four~~in ~~reportable~~the first quarter of fiscal year 2025, we combined the Client and Gaming segments ~~are:~~into one reportable segment to align with how we manage our business. All prior period segment data were retrospectively adjusted.

~~•the~~Our ~~Data~~three ~~Center~~reportable ~~segment,~~segments ~~which primarily includes AI accelerators, server CPUs, GPUs, APUs, DPUs, FPGAs, SmartNICs, and Adaptive SoC products for data centers;~~are:

•the ~~Client~~Data Center segment, which primarily includes AI accelerators, CPUs for servers, GPUs, APUs, ~~and~~DPUs, ~~chipsets~~AI ~~for~~NICs, ~~desktops~~FPGAs and ~~notebooks~~SoC products for data centers;

•the Client and Gaming segment, which primarily includes CPUs, APUs, chipsets for desktops and notebooks, discrete GPUs, and semi-custom SoC products and development services; and

•the Embedded segment, which primarily includes embedded CPUs, ~~GPUs,~~ APUs, FPGAs, SOMs, and ~~Adaptive~~adaptive SoC products.

From time to time, the Company may also sell or license portions of its IP portfolio.

In addition to these reportable segments, we have an All Other category, which is not a reportable segment.

Beginning with our fiscal year ending December 27, 2025, we plan to combine the Client and Gaming segments into one reportable segment to align with how we manage our business. As a result, we will have three reportable segments: Data Center, Client and Gaming, and Embedded.

Data Center Segment

Data Center Market

The Data Center segment primarily includes server-class CPUs, GPUs, AI accelerators, DPUs, ~~FPGAs,~~AI ~~SmartNICs~~NICs, FPGAs, and ~~Adaptive~~adaptive SoC products. We leverage our technology to address the computational, visual data processing and AI workload acceleration needs in the data center market. Modern data centers require high performance, energy efficient, scalable and adaptable compute engines to meet the demand driven by the growing amount of data that needs to be stored, accessed, analyzed and managed. Different combinations of CPUs, GPUs, DPUs, ~~FPGAs,~~AI ~~SmartNICs~~NICs, FPGAs and ~~Adaptive~~adaptive SoCs enable the optimization of performance and power for a diverse set of workloads.

Data Center Products

Server CPUs. Our CPUs for server platforms currently include the AMD EPYC™ Series processors. EPYC CPUs, which are based on the x86 architecture, are server-specific processors designed for high-performance computing, enterprise IT, supercomputing, and large data centers. WeOur ~~recently announced our~~ 5th generation AMD EPYC family of server processors, ~~further~~delivers ~~expanding~~improved ~~our high-~~performance ~~server~~and ~~CPU~~efficiency ~~portfolio.~~for AI, cloud and enterprise workloads.

Data Center GPUs. Our AMD Instinct™ family of GPU ~~accelerator~~ products, including AMD Instinct MI200, MI300, MI325 and ~~MI325~~MI350 series, are based on AMD CDNA™ architecture. ~~AMD~~and ~~Instinct accelerators are~~ designed ~~to address the growing demand~~ for AI training, ~~and~~inference ~~inferencing~~ and exascale-class scientific computing. We also announced next-generation AMD Instinct MI355X GPUs for large-scale AI deployments. Our visual cloud GPU offerings include products in the AMD Radeon™ PRO V families. Our visual cloud data center GPUs include a range of solutions tailored towards workloads requiring remote visualization, such as Desktop-as-a-Service, Workstation-as-a-Service and Cloud Gaming.

FPGAs and Adaptive SoCs. We offer a wide range of FPGAs, adaptive SoCs and acceleration cards for the data center. Devices include the Virtex™, Kintex™, Artix™, and Spartan™ FPGA products, as well as Zynq™ and Versal™ adaptive SoCs. Our Alveo™ accelerator cards provide a platform for accelerating multiple data center workloads at the edge or in the cloud.

Table of Conten t s

~~FPGAs~~Networking ~~and~~Products. ~~Adaptive~~Our ~~SoCs.~~AMD WePensando™ ~~offer~~DPUs aand ~~wide~~comprehensive ~~range~~networking ofsoftware ~~FPGAs,~~stack ~~Adaptive~~offload ~~SoCs~~data ~~and~~center ~~acceleration~~infrastructure ~~cards~~services ~~for~~from the ~~data~~host ~~center.~~CPU ~~Devices~~and ~~include~~are ~~the~~used ~~Virtex™~~by ~~and~~large ~~Kintex™,~~Infrastructure ~~Artix™,~~as ~~and~~a ~~Spartan™~~Service ~~FPGA~~(IaaS) ~~products,~~cloud asproviders ~~well~~to asaccelerate ~~Zynq™,~~workload ~~Zynq~~performance ~~MPSoC,~~for ~~and~~hosted ~~Versal™~~virtualized ~~Adaptive~~and ~~SoC~~bare-metal ~~products~~offerings. ~~Our~~We ~~Alveo™~~introduced ~~accelerator~~our ~~cards~~AMD ~~provide~~Pensando a“Pollara” ~~platform~~400 ~~for~~AI ~~accelerating~~NICs ~~multiple~~and ~~data~~“Vulcano” ~~center~~AI ~~workloads~~NICs, atwhich ~~the~~deliver ~~edge~~high-speed orconnectivity ~~the~~across ~~cloud~~GPU clusters providing high-performance, AI-ready, flexible solutions for scale-out networking.

~~Networking~~The ~~Products.~~AMD ~~Our Pensando~~Solarflare™ ~~DPUs~~portfolio ~~and~~continues ~~comprehensive~~to ~~networking~~offer ~~software~~low ~~stack~~latency ~~offload~~networking ~~data~~solutions ~~center~~for ~~infrastructure~~capital ~~services from the host CPU~~markets, ~~are~~including ~~used~~hardware byadapters ~~large~~and ~~Infrastructure~~the asOnload™ auser ~~Service~~space ~~(IaaS)~~networking ~~cloud providers to accelerate workload performance for hosted virtualized and bare-metal offerings~~libraries.

~~The~~Client ~~AMD~~and ~~Solarflare™~~Gaming portfolio offers a comprehensive low latency networking solution that combines hardware adapters with the Onload™ family of user space networking libraries. AMD Solarflare products are the preferred networking solution for capital markets, enabling customers to develop a wide range of high-performance applications across the entire trading ecosystem.Segment

Client ~~Segment~~Business

Client Market

Our CPUs and APUs power PCs that ~~have~~are ~~become~~ an integral part of how customers work, learn and play. The Client market encompasses the global personal computing ecosystem, including desktop and notebook PCs sold primarily through OEMs, distributors and select direct customers. Our products consist mainly of x86 CPUs and APUs marketed under the AMD Ryzen™ and AMD Ryzen™ AI brands for consumer, commercial and enthusiast segments. Our customers focus on a combination of performance, efficiency, reliability, and value that aligns with their specific use cases. We built a leadership roadmap across these areas and are continuing to further differentiate end user experiences by infusing AI across our portfolio.

Client Products

Desktop CPUs. Our ~~CPUs~~desktop CPU and ~~APUs~~APU ~~for~~offerings ~~desktop platforms currently~~ include the AMD Ryzen™ and AMD Ryzen Threadripper™ processors. WeThe ~~launched the~~ Ryzen 9000 ~~series~~Series processors ~~featuring~~feature “Zen 5” cores, along with X3D models featuring 2nd generation AMD 3D V-Cache™ technology for leadership gaming performance. ~~Our~~In ~~7000-~~2025, we launched processors for gaming and content creation with Ryzen 9 9950X3D and Ryzen 9 9900X3D. In January 2026, we announced the Ryzen 7 9850X3D, in addition to our Ryzen 7 9800X3D series. Our Ryzen ~~desktop~~Threadripper™ 9000 Series processors ~~also~~for professional workstations feature ~~models~~increased ~~which~~core ~~include~~counts, ~~our~~expanded ~~1st~~memory ~~generation~~bandwidth ~~AMD~~and 3Dupdated ~~V-Cache~~platform ~~technology~~capabilities. Our ~~latest~~portfolio also includes a broad range of Ryzen 9000 and Ryzen series desktop processors featuring a wide range of capabilities and price points for the growing Socket AM5 platform. In 2025, we released additional AMD Ryzen G- Series processors ~~integrate~~with integrated advanced graphics to extend the longevity of the Socket AM4 platform.

Notebook CPUs. Our ~~AMD~~latest ~~Ryzen~~ mobile processors ~~offer~~are adesigned ~~leadership~~to ~~combination~~deliver ofpremium ~~performance,~~laptop ~~battery~~experiences ~~life,~~with ~~and~~local ~~immersive~~AI. ~~visual~~In ~~experiences~~2025, ~~for~~we ~~PCs.~~launched ~~We released~~ AMD Ryzen AI 300 Series processors featuring a next generation NPU ~~for~~supporting ~~next-generation~~Microsoft AICopilot+ PCs, ~~featuring~~ our latest “Zen 5” architecture and our AMD RDNA™ 3.5 graphics architecture. In January 2026, we launched our Ryzen AI 400 series processors, the next generation of processors for AI PCs. Building on our AI PC momentum, we expanded our portfolio by introducing Ryzen AI-powered platforms across notebooks and mini desktops and introduced a new reference platform for AI developers in ~~2024~~January 2026, the Ryzen AI Halo, that features up to 128GB of memory for large AI model support. We also expanded the Ryzen AI Max processor lineup with the Ryzen AI Max+392 and Ryzen AI Max+388 to enable wider price points for our maximum GPU configurations. Our AMD Ryzen 8000 Series mobile processors, built on the “Zen 4” architecture feature our first generation NPU, and ~~AMD~~our Ryzen ~~6000~~10 and ~~5000~~100 ~~Series~~series mobile processors, ~~which are~~ powered by both our “Zen 2” and “Zen 3+” core architectures, all address mainstream consumer and commercial markets. ~~Our~~For ~~AMD~~handheld gaming systems, our Ryzen Z1 Series continues to deliver immersive experiences, and we introduced the Ryzen Z2 Series, bringing higher efficiency and improved graphics performance for ~~handheld~~portable gaming ~~systems~~devices including the new Asus ROG Xbox Ally.

Commercial CPUs. The AMD PRO solutions include mobile laptops, desktops and workstations for large enterprise, mid-market and the small and medium business (SMB) customers. Our AMD PRO technology solution offers enterprise-class security features manageability, reliability and extended image stability, for commercial client PCs. We launched our AMD Ryzen AI PRO 300 series, bringing world-class security and manageability and leadership productivity, battery life, and AI capabilities to business notebooks and mobile workstations. Our commitment to high performance leadership continued with the launch of AMD Ryzen PRO 200 Series mobile processors that expand our commercial CPU portfolio to enable PCs spanning a range of price points. The AMD Ryzen PRO 8000G series desktops offer an integrated AI desktop solution for enterprises, and our AMD Ryzen Threadripper PRO CPU enables leadership performance for premium workstations.

Chipsets. We offer a full suite of chipset products to support our AMD Ryzen and AMD Threadripper platforms, for entry level through professional workstation desktop systems.

Gaming Segment

Graphics Market

Graphics processing is a fundamental component across many of our products. Our customers generally use our graphics solutions to enable immersive visualization and to process AI/ML based workloads. We develop our graphics products for use in various computing devices and entertainment platforms, including data centers, desktop PCs, notebook PCs, handheld devices, All-in-Ones, and professional workstations. In addition, we leverage our core IP, including graphics and processing technologies, to develop semi-custom solutions deeply co-engineered with our customers which has enabled many of today’s leading gaming consoles and handheld gaming products.

Table of Conten t s

~~Semi-Custom~~Commercial ~~Products~~CPUs. ~~Our~~AMD ~~semi-custom~~Ryzen ~~products~~PRO ~~are~~solutions ~~tailored,~~deliver ~~high~~enterprise-~~performance~~class security, ~~customer-specific~~manageability, ~~solutions~~and ~~based~~reliability onfor ~~CPU~~commercial client PCs including business notebooks, ~~GPU~~desktops, and ~~multi-media technologies~~workstations. WeIn ~~work~~2025, ~~closely~~we ~~with~~reinforced our ~~customers~~leadership toin ~~define~~commercial ~~solutions~~computing towith ~~precisely~~new ~~match~~Ryzen ~~the~~PRO ~~requirements~~offerings ofthat ~~the~~integrate ~~device~~AI orcapabilities, ~~application~~delivering performance, mobility, and enterprise features for our customers. Our AMD ~~semi-custom~~Ryzen ~~SoC~~AI ~~products~~PRO ~~power~~300 ~~the~~Series, ~~Sony~~brings ~~PlayStation®~~world-class 5security and manageability, ~~the~~with ~~Microsoft~~leadership ®productivity, ~~Xbox~~battery ~~Series~~life S™and AI capabilities to business notebooks and X™mobile ~~game~~workstations. ~~consoles~~With the announcement of our Ryzen AI 400 PRO Series, aswe ~~well~~continued asto ~~the~~expand ~~Valve~~our ~~Steam~~next ~~Deck~~gen AI PC leadership and offerings. In ~~2024~~2025, ~~Sony~~we also launched the ~~PlayStation~~AMD 5Ryzen ~~Pro~~PRO ~~with~~200 ~~additional~~Series ~~graphics~~mobile processors that expand our commercial CPU portfolio enabling high performance ~~and~~PCs AIspanning ~~capabilities~~a ~~compared~~range toof price points. For desktops, the ~~original~~AMD ~~PlayStation~~Ryzen 5PRO 8000G Series desktops offer an integrated AI solution for enterprises, and our AMD Ryzen Threadripper PRO CPU enables leadership performance, expanded memory bandwidth and platform reliability for premium workstations.

~~Discrete Desktop and Notebook GPUs~~Chipsets. ~~Our~~We ~~AMD~~offer ~~Radeon~~a ~~discrete~~full ~~GPU~~suite ~~processors~~of ~~for~~chipset ~~desktop~~products ~~and~~to ~~notebook PCs~~ support ~~current~~our ~~generation~~AMD ~~application~~Ryzen ~~programming~~and ~~interfaces~~AMD ~~(APIs)~~Ryzen ~~like~~Threadripper ~~DirectX® 12 Ultimate and Vulkan®~~platforms, ~~support high-refresh rate displays and include the latest technologies~~ for ~~immersive~~entry ~~gaming~~level ~~experiences~~through ~~and~~professional ~~high-performance~~workstation ~~AI/ML~~desktop ~~computing~~systems. ~~Our~~These ~~current~~chipsets ~~Radeon~~complement RXour ~~7000~~latest ~~Series~~CPU ~~graphics~~innovations, ~~based~~supporting onrobust ~~the~~connectivity ~~AMD~~and ~~RDNA™~~scalability ~~3 architecture, deliver high performance~~ for ~~the~~diverse ~~latest~~client ~~gaming~~computing ~~and creation workloads~~needs. ~~All of our graphics products are supported by the AMD Software: Adrenalin Edition™ application that is regularly enhanced to provide the latest in performance, features, and stability.~~

~~Professional~~Gaming GPUs. Our AMD Radeon PRO family of professional graphics products are designed for integration in desktop workstations, optimized through hardware and software for demanding use cases such as 3D rendering, design and manufacturing for Computer-Aided Design (CAD), and media and entertainment for broadcast and animation pipelines on high resolution displays. Business

Graphics Market

Graphics processing is a fundamental component across many of our products. Our customers generally use our graphics solutions to enable immersive visualization and to process AI/ML based workloads. We develop our graphics products for use in various computing devices and entertainment platforms, including data centers, desktop PCs, notebook PCs, handheld devices, All-in-Ones and professional workstations. In addition, we leverage our core IP, including graphics and processing technologies, to develop semi-custom solutions deeply co-engineered with our customers, which has enabled many of today’s leading gaming consoles and handheld gaming products.

Semi-Custom Products. Our semi-custom products are tailored, high-performance, customer-specific solutions based on CPU, GPU and multi-media technologies. We work closely with our customers to define solutions precisely matching their system requirements. AMD semi-custom SoC products power the Sony PlayStation® 5, the Microsoft® Xbox Series S™ and X™ game consoles, as well as the recently revealed Valve Steam Machine PC.

Discrete Desktop and Notebook GPUs. Our AMD Radeon RX discrete GPU processors for PCs power the latest gaming and creation platforms. In 2025, we released our Radeon RX 9000 Series graphics cards, based on a new AMD RDNA™ 4 architecture, designed for increased AI performance, new levels of ray tracing capabilities and enhanced performance per watt to deliver new levels of performance for gamers and creators. All of our graphics products are supported by the AMD software: Adrenalin Edition™ application, which is regularly enhanced to provide the latest in performance, features, and stability. We also released FSR “Redstone” gaming technologies to integrate Machine Learning for improved performance and visuals on our Radeon RX 9000 graphics cards.

Professional GPUs. Our AMD Radeon PRO family of professional graphics products are designed for integration in desktop workstations, optimized through hardware and software for demanding use cases such as 3D rendering, design and manufacturing for Computer-Aided Design (CAD), and media and entertainment for broadcast and animation pipelines on high resolution displays. In 2025, we launched our Radeon AI PRO R9000 Series of graphics cards, intended for local AI inference and creative workloads enabling professionals to accelerate AI-driven content creation and advanced visualization tasks directly on their workstation.

Table of Conten t s

Embedded Segment

The Embedded Market

The Embedded segment primarily includes embedded CPUs, ~~GPUs,~~ APUs, FPGAs, and ~~Adaptive~~adaptive SoC products. Embedded products address computing needs in aerospace and defense, automotive, industrial, vision and healthcare, communications infrastructure, test and measurement, emulation and prototyping, audio, video and broadcasting, and data center. Typically, our embedded products are used in applications that require varying levels of performance, where key features may include relatively low power, small form factors, and 24x7 operations. High-performance graphics are important in some embedded systems. Support for Linux®, Windows® and other operating systems as well as for increasingly sophisticated applications are also critical for some customers. Other requirements may include meeting rigid specifications for industrial temperatures, shock, vibration and reliability. The embedded market has moved from developing proprietary, custom designs to leveraging industry-standard instruction set architectures and processors ~~as a way~~ to help reduce ~~costs~~cost and speed time to market.

Embedded Products

Embedded CPUs, ~~APUs~~ and ~~GPUs~~APUs. Our ~~products~~embedded ~~for~~portfolio expanded in 2025 with the introduction of three new AMD EPYC embedded ~~platforms~~processor ~~include~~series: AMD EPYC Embedded ~~CPUs~~9005 Series, EPYC Embedded 4005 Series processors and EPYC Embedded 2005 Series. These new series deliver enhanced performance and extended lifecycles for networking, storage, and edge server applications. We also launched the AMD Ryzen Embedded 9000 Series processors, offering performance-per-watt and low latency for automation systems and machine vision applications. In January 2026, we introduced a new family of Ryzen AI Embedded series processors with two new series: the Ryzen AI Embedded P100 and Ryzen AI Embedded X100 Series. These additions complement our existing AMD EPYC Embedded CPUs and AMD Ryzen Embedded Series processors including V-Series APUs and CPUs and R-Series APUs and CPUs~~, and Radeon Embedded GPUs~~. Our embedded ~~processors~~solutions ~~and GPUs~~ are designed to support high performance compute, high-bandwidth network connectivity and security, high-performance storage requirements for enterprise and cloud infrastructure, 3D graphics performance and 4K multimedia requirements of automotive infotainment systems.

FPGAs and Adaptive SoCs. Our FPGA products are hardware-customizable devices that can be tailored to meet the specific needs of each customer, enabling them to differentiate their products and accelerate time to market. Our FPGA families include AMD UltraScale+™, UltraScale™ 7 Series, and other ~~older~~earlier series. Adaptive SoC products include the AMD Zynq™ SoC and Zynq UltraScale+ Multi-Processing System-on-a-Chip (MPSoC), which combine FPGA technology with a heterogeneous processing system, as well as the industry’s first RFSoC architecture with integrated radio frequency (RF) data converters (Zynq UltraScale+ RFSoC and Zynq RFSoC DFE). The AMD Versal™ portfolio, composed of software-programmable ~~Adaptive~~adaptive SoCs, is a heterogeneous compute platform that combines a processing system, programmable logic, AI Engines, and digital signal processing (DSP) Engines. toThe Versal devices achieve dramatic system-level performance improvements over today's fastest FPGA competitors’ solutions and ~~accelerates~~accelerate applications in a wide variety of markets, including aerospace and defense, automotive, industrial, vision and healthcare, communications infrastructure, test and measurement, emulation and prototyping, audio, video and broadcasting, and data center. Our Versal RF Series delivers compute performance for aerospace and defense applications. We introduced our Versal Premium Series Gen 2, the first adaptive compute devices supporting next-generation CXL® and PCIe® connectivity.

5Development Boards, Kits and Configuration Products. We offer development kits for all our FPGA and adaptive SoCs. These kits include hardware, development tools, IP, and reference designs that streamline and accelerate the development of domain-specific and market-specific applications. We continue to enhance developer productivity with expanded support for AMD Kria™ SOMs and starter kits, enabling rapid prototyping and deployment for motor control and edge AI applications. Our Kria K24 SOM provides high determinism and low latency for powering electric drives and motor controllers used in compute-intensive DSP applications at the edge. Coupled with our Kria KD240 Drives Starter Kit, an out-of-the-box-ready motor control-based development platform, the products offer a seamless path to production deployment.

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Development Boards, Kits and Configuration Products. We offer development kits for all our FPGA and Adaptive SoCs. These kits include hardware, development tools, IP, and reference designs that streamline and accelerate the development of domain-specific and market-specific applications. Our AMD Kria™ K24 SOM provides high determinism and low latency for powering electric drives and motor controllers used in compute-intensive DSP applications at the edge. Coupled with our Kria KD240 Drives Starter Kit, an out-of-the-box-ready motor control-based development platform, the products offer a seamless path to production deployment.

Legacy Product Families. We offer prior generation high-end Virtex™ and low-end Spartan™ FPGA families as well as the original Virtex and Spartan families. Our prior generations of Complex Programmable Logic Devices (CPLD) include the CoolRunner™ and XC9500 product families. CPLDs are single-chip, nonvolatile solutions characterized by instant-on and universal interconnect and operate on the lowest end of the programmable logic density spectrum.

Design Platforms and Services

Adaptable Platforms. We offer two types of platforms that support our customers' designs and reduce their development efforts: FPGAs and ~~Adaptive~~adaptive SoCs. FPGAs feature reconfigurable hardware as well as integrated memory, DSP, analog mixed signal, high-speed serial transceivers, and networking cores coupled with advanced software for a broad range of applications in all of our end markets. Our ~~Adaptive~~adaptive SoCs feature a heterogeneous processing system with integrated programmable hardware fabric targeting embedded systems that need real-time control, analytics, sensor fusion, and adaptable hardware for differentiation and acceleration. Our Zynq UltraScale+ RFSoCs feature integrated high-performance RF data converters targeting wireless, radar, and cable access applications. Enabled by both hardware and software design tools and an extensive operating system, middleware, software stack, and IP ecosystem, ~~Adaptive~~adaptive SoCs target software developers as well as traditional hardware designers. Our Versal portfolio combines a processing system, programmable logic, AI Engines, and DSP Engines with leading-edge memory and interfacing technologies to deliver powerful heterogeneous acceleration for any application. This product portfolio is ideally suited to accelerate a broad set of applications in the emerging era of big data and AI.

Software Development Platform. Our AMD Vivado™ Design Suite provides hardware design teams with the tools and methodology needed to program FPGAs and ~~Adaptive~~adaptive SoCs. Our Vitis™ unified software platform enables the development and deployment of embedded software and accelerated applications, on our FPGAs and ~~Adaptive~~adaptive SoCs. Our Vitis AI unified software platform enables the development and deployment of AI software on our FPGAs and ~~Adaptive~~adaptive SoCs.

Sales and Marketing

We sell our products ~~through~~via ~~our~~a direct sales force, our OEMs (as described in detail below) and through independent distributors and sales representatives in both domestic and international markets. Our sales arrangements generally operate on the basis of product forecasts provided by the particular customer, but do not typically include any commitment or requirement for minimum product purchases. We ~~primarily~~ use ~~product quotes,~~ purchase orders, ~~sales~~and ~~order~~related ~~acknowledgments~~documents, and contractual agreements as evidence of our sales arrangements. Our agreements typically contain standard terms and conditions covering matters such as payment terms, warranties and indemnities for issues specific to our products.

We generally warrant that our products sold to our customers will conform to our approved specifications and be free from defects in material and workmanship under normal use and conditions for one year. We offer up to three-year limited warranties for certain product types, and sometimes provide other warranty periods based on negotiated terms with certain customers.

We market and sell our latest products under the AMD trademark.

Our product brand for server microprocessors is AMD EPYC™ processors.

Our product brands for data center graphics are AMD Instinct™ accelerators, and AMD Radeon™ PRO V~~-series~~ Series.

Our ~~client~~ product brands for ~~desktop~~data ~~and~~center ~~notebook~~networking ~~PCs~~are ~~include:~~ AMD ~~Ryzen~~Pensando™, ~~AMD~~Pollara ~~Ryzen~~400 AI™, ~~AMD~~NIC ~~Ryzen PRO, AMD Ryzen™ Threadripper™, AMD Ryzen Threadripper PRO, AMD Athlon™,~~ and AMD ~~PRO~~Pensando ~~A-Series~~Salina ~~processors~~DPU.

Our product brand for low-latency adapters for FinTech is AMD Solarflare™ adapters.

Our client product brands for desktop and notebook PCs include: AMD Ryzen™, AMD Ryzen™ AI, AMD Ryzen™ PRO, AMD Ryzen™ Threadripper™, AMD Ryzen™ Threadripper™ PRO, AMD Athlon™, and AMD PRO A-Series processors.

Our product brand for the consumer graphics market is AMD Radeon™ graphics, and AMD Embedded Radeon graphics is our product brand for the embedded graphics market.

6Our product brand for professional graphics products is AMD Radeon™ PRO graphics.

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Our product brand for professional graphics products is AMD Radeon PRO graphics.

We also market and sell our chipsets under AMD trademarks.

Our FPGA products are Virtex™- 6, Virtex- 7, Virtex UltraScale+, Kintex™- 7, Kintex UltraScale™, Kintex UltraScale+, Artix™- 7, Artix UltraScale+, Spartan™- 6, and Spartan- 7 brands.

~~Our product brands for Adaptive SoCs are Zynq-7000, Zynq UltraScale+ MPSoC, Zynq UltraScale+ RFSoCs, Versal HBM, Versal Premium, Versal Prime, Versal AI Core, Versal AI Edge, Vitis, and Vivado.~~7

~~Our~~Table ~~product~~of ~~for System-on-Module (SOM) is Kria™ brand.~~Contents

WeOur ~~also~~product ~~sell~~brands ~~low-power~~for ~~versions~~adaptive ofSoCs ~~our~~are ~~AMD~~Zynq™ ~~Athlon~~7000, asZynq ~~well~~UltraScale+™ asMPSoC, ~~AMD~~Zynq ~~Geode~~UltraScale+ RFSoCs, Versal™ HBM, ~~AMD~~Versal ~~Ryzen~~Premium, ~~AMD~~Versal ~~EPYC~~Prime, Versal™ AI Core and Versal AI Edge.

~~AMD~~The ~~R-Series~~software ~~and~~tools ~~G-Series~~for ~~processors~~our asprogrammable ~~embedded~~devices ~~processor~~are ~~solutions~~Vitis™, Vitis AI™, and Vivado™ tools.

Our System-on-Module (SOM) product is the Kria™ brand.

We also sell low-power versions of our AMD Athlon™, as well as AMD Geode™, AMD Ryzen™, AMD EPYC™,

AMD R Series and G Series processors as embedded processor solutions.

Our compute and network acceleration board products are sold under the Alveo™ and Pensando™ brands.

We market our products through direct marketing and co-marketing programs. In addition, we have cooperative advertising and marketing programs with customers and third parties, including market development programs, pursuant to which we may provide product information, training, marketing materials and funds. Under our co-marketing development programs, eligible customers can use market development funds as reimbursement for advertisements and marketing programs related to our products and third-party systems integrating our products, subject to meeting defined criteria.

Customers

Our Data Center Segment customers consist primarily of hyperscale data centers, original equipment manufacturers (OEMs), original design manufacturers (ODMs), system integrators and independent distributors in both domestic and international markets. ODMs provide design and/or manufacturing services to branded and unbranded private label resellers, OEMs and system builders.

Our Client and Gaming Segment customers consist primarily of PC OEMs, a network of independent distributors and, for chipset products, ODMs that manufacture motherboards. PC OEMs and independent distributors as well as add-in-board manufacturers (AIBs), independent game console and portable gaming devices manufacturers and contract manufacturers for AMD branded graphics cards.

Our ~~Gaming~~Embedded Segment products are sold to customers ~~include~~in PCa ~~OEMs~~very ~~and~~wide ~~independent~~range ~~distributors~~of asmarkets ~~well~~such as ~~add-in-board~~aerospace ~~manufacturers~~and ~~(AIBs)~~defense, ~~independent~~automotive, ~~game~~industrial, ~~console~~vision and ~~portable~~healthcare, ~~gaming~~communications ~~devices~~infrastructure, ~~manufacturers~~test and ~~contract~~measurement, ~~manufacturers~~emulation ~~for~~and ~~AMD~~prototyping, ~~branded~~audio, ~~graphics~~video ~~cards~~and broadcasting and data center. For these products, we either sell directly to our customers or through a network of distributors and OEM partners. We are also developing a network of Value Added Resellers (VARs) and Integrated Solution Vendors (ISVs) for our Alveo products.

~~Our~~We ~~Embedded~~work ~~Segment~~closely ~~products~~with ~~are~~our ~~sold~~customers to ~~customers~~define inproduct afeatures, ~~very~~performance ~~wide~~and ~~range~~timing of ~~markets~~new ~~such~~products asso ~~aerospace~~that ~~and~~the ~~defense,~~products ~~automotive,~~we ~~industrial,~~are ~~vision~~developing ~~and~~meet ~~healthcare,~~our ~~communications~~customers’ ~~infrastructure,~~needs. ~~test~~We ~~measurement,~~also ~~emulation~~employ ~~and~~application ~~prototyping,~~engineers ~~audio,~~to ~~video~~assist ~~and~~our ~~broadcasting~~customers in designing, testing and ~~data~~qualifying ~~center.~~system ~~For~~designs ~~these~~that ~~products,~~incorporate weour ~~either~~products. ~~sell~~We ~~directly~~believe tothat our ~~customers~~commitment orto ~~through~~customer aservice ~~network of distributors~~ and ~~OEM~~design ~~partners.~~support Weimproves ~~are~~our ~~also~~customers’ ~~developing~~time ato ~~network~~market ofand ~~Value~~fosters ~~Added~~relationships ~~Resellers~~that ~~(VARs)~~encourage ~~and~~customers ~~Integrated~~to ~~Solution~~use ~~Vendors~~the ~~(ISVs)~~next ~~for~~generation of our ~~Alveo~~ products.

We also work ~~closely~~ with our customers to ~~define~~create ~~product~~differentiated ~~features, performance and timing of new~~ products so that ~~the~~leverage ~~products we are developing meet~~ our ~~customers’~~CPU, ~~needs.~~GPU, WeAPU, ~~also~~DPU, ~~employ~~AI ~~application engineers to assist our customers in designing~~NIC, ~~testing~~ and ~~qualifying~~FPGA ~~system designs that incorporate our products~~technology. WeCertain ~~believe~~customers ~~that~~pay ~~our~~us ~~commitment~~non-recurring toengineering ~~customer~~fees ~~service~~for ~~and~~ design ~~support~~and ~~improves~~development ~~our~~services ~~customers’ time-to-market~~ and ~~fosters~~a ~~relationships~~purchase ~~that~~price ~~encourage~~for ~~customers to use~~ the ~~next~~resulting ~~generation of our~~ products.

We also work with our customers to create differentiated products that leverage our CPU, GPU, APU, DPU and FPGA technology. Certain customers pay us non-recurring engineering fees for design and development services and a purchase price for the resulting products.

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Original Equipment Manufacturers

We focus on three types of OEM partners: multi-nationals, selected regional accounts and selected global and local system integrators, who target commercial and consumer end customers of all sizes. Large multi-nationals and regional accounts are the core of our OEM partners’ business; however, we are increasingly focused on the VAR channel, which resells OEM systems to the mid-market and the small and medium business (SMB) segments. Additionally, we have increased our focus on global system integrators, which resell OEM systems, coupled with their software and services solutions into Enterprise, ~~high~~High ~~performance~~Performance ~~computing~~Computing (HPC) and Cloud Service Provider customers. Our OEM customers include numerous foreign and domestic manufacturers of servers and workstations, desktops, notebooks, PC motherboards and game consoles.

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Hyperscale Data Centers

Large multi-national public cloud service providers and hyperscale private data centers directly and indirectly purchase a substantial portion of our data center-focused products, including server CPUs, GPU accelerators, DPUs, AI NICs, FPGAs and ~~Adaptive~~adaptive ~~SOCs~~SoCs. These products are incorporated into servers and other data center appliances sold by OEMs to the hyperscale customers or into custom servers or hardware designed by or for these customers and manufactured by ODMs or contract manufacturers. Hyperscale data centers use these products to operate web-based applications or to support public cloud computing and storage service offerings, including but not limited to AI workloads such as generative AI models.

Third-Party Distributors

Our authorized channel distributors resell to sub-distributors, OEMs, ODMs, and other customers. Typically, distributors handle a wide variety of products, and may include products from other manufacturers that compete with our products. Distributors typically maintain an inventory of our products. In most instances, our agreements with distributors protect their inventory of our products against price reductions and provide certain return rights with respect to any product that we have removed from our price book or are otherwise subject to discontinuation. In addition, some agreements with our distributors may contain standard stock rotation provisions permitting limited product returns.

Add-in-Board (AIB) Manufacturers and System Integrators

We offer component-level graphics and chipset products to AIB manufacturers who in turn build and sell board-level products using our technology to system integrators (SIs), retailers and sub distributors. In most instances, our agreements with AIBs protect their inventory of our products against price reductions. We also sell directly to some SI customers. SIs typically sell from positions of regional or product-based strength in the market. They usually operate on short design cycles and can respond quickly with new technologies. SIs often use discrete graphics solutions as a means to differentiate their products and add value to their customers.

Competition

The markets in which our products are sold are highly competitive and rapidly evolving and delivering the latest and best products to market on atime ~~timely basis~~ is critical to ~~achieving~~ revenue growth. WeThe ~~believe~~competitiveness ~~that~~of ~~the~~our ~~main~~products ~~factors~~depends ~~that~~on ~~determine~~a ~~our~~number ~~product~~of ~~competitiveness~~factors ~~are~~including, performance, total cost of ownership, timely product introductions, product quality and reliability, product features and capabilities ~~(including accelerations for key workloads such as AI)~~, energy efficiency (including power consumption and battery life, given their impact on total cost of ownership), ~~reliability, performance,~~ size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, ease of use and functionality of software design tools, completeness of applicable software solutions, security and stability, brand recognition and availability. WeCompetition ~~expect~~is ~~that~~expected ~~competition will continue~~ to beremain intense, ~~due~~driven toby rapid technological ~~changes~~change, ~~frequent~~evolving ~~product~~standards, ~~introductions~~shifting bycustomer ~~our~~preferences, ~~competitors~~product orobsolescence, ~~new~~and ~~competitors~~frequent ofproduct ~~products~~launches ~~that~~from ~~may~~both ~~provide~~established ~~better~~and ~~performance~~new ~~or experiences or that may include additional features that render our products comparatively less competitive~~competitors.

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Competition in Data Center Segment

In the Data Center segment, we compete primarily against Intel Corporation (Intel) and ~~NVIDIA~~Nvidia Corporation (~~NVIDIA)~~Nvidia with our CPU, GPU DPU and ~~DPU~~AI NIC server products. In addition, we compete against ~~Intel~~Altera with our FPGA and ~~Adaptive~~adaptive SoC server products. A variety of smaller fabless silicon companies offer proprietary accelerator solutions and Arm ®-based CPUs targeting data center use- cases. In addition, some of our customers are internally developing their own data center microprocessor products and accelerator products which could impact the available market for our products.

Competition in Client and Gaming Segment

Our primary competitor in the supply of CPUs and APUs is Intel. A variety of companies provide or have developed Arm-based microprocessors and platforms which could lead to further adoption of Arm-based PC solutions.

Competition in Gaming Segment

In the graphics market, our principal competitor in the supply of discrete graphics is NVIDIA, who is the discrete GPU market share leader, and Intel, who manufactures and sells integrated graphics processors and gaming-focused discrete GPUs. With respect to integrated graphics, higher unit shipments of our APUs and Intel’s integrated graphics may drive computer manufacturers to reduce the number of systems they build paired with discrete graphics components, particularly for notebooks, because they may offer satisfactory graphics performance for most mainstream PC users at a lower cost. We are the market share leader in semi-custom game console products, where graphics performance is critical.

Competition in Embedded Segment

We expect continued competition from our primary FPGA competitors such as Intel, Lattice Semiconductor Corporation and Microsemi Corporation, and from ASSP vendors such as Broadcom Corporation, Marvell Technology Group, Ltd., Analog Devices, Texas Instruments Incorporated and NXP Semiconductors N.V., and from Qualcomm Incorporated and NVIDIA. In addition, we expect continued competition from the ASIC market, which has been ongoing since the inception of FPGAs. Intel is our main competitor for embedded CPUs. Other competitors include manufacturers of high-density programmable logic products characterized by FPGA-type architectures; high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs; ASICs and ASSPs with incremental amounts of embedded programmable logic; high-speed, low-density CPLDs; high-performance DSP devices; products with embedded processors; products with embedded multi-gigabit transceivers; discrete general-purpose GPUs targeting data center and automotive applications; and other new or emerging programmable logic products.

Research and Development

We focus our research and development (R&D) activities on designing and developing products. Our main area of focus is on delivering the next generation of processors (CPU and GPU), FPGAs and Adaptive SoCs, accelerators (adaptive, graphics and DPU), SOMs and SmartNICs and associated software. We focus on designing, with security in mind, new integrated circuits (ICs) with improved performance and performance-per-watt in advanced semiconductor manufacturing processes, the design of logic and interface IP, advanced packaging technologies, and heterogeneous integration technologies. We also focus on software as part of the development of our products, including design automation tools for hardware, embedded software, optimized software tools and libraries that extend the reach of our platforms to software and AI developers. Through our R&D efforts, we were able to introduce a number of new products and enhance our IP core offerings and software.

We also work with industry leaders on process technology, design tools, intellectual property, software and other industry consortia to conduct early-stage R&D. We are also actively contributing to numerous industry open-source software initiatives across a broad range of technologies. We conduct product and system R&D activities for our products in the United States with additional design and development engineering teams located in various countries who undertake specific activities at the direction of our U.S. headquarters.

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Our principal competitor in the supply of discrete graphics is Nvidia, who is the discrete GPU market share leader, and Intel, who manufactures and sells integrated graphics processors and gaming-focused discrete GPUs. With respect to integrated graphics, higher unit shipments of our APUs and Intel’s integrated graphics may drive computer manufacturers to reduce the number of systems they build paired with discrete graphics components, particularly for notebooks, because they may offer satisfactory graphics performance for most mainstream PC users at a lower cost. We are the market share leader in semi-custom game console products, where graphics performance is critical.

Competition in Embedded Segment

We expect continued competition from our primary FPGA competitors such as Altera, Lattice Semiconductor Corporation and Microsemi Corporation, and from ASSP vendors such as Broadcom Corporation, Marvell Technology Group, Ltd., Analog Devices, Texas Instruments Incorporated, NXP Semiconductors N.V., Qualcomm Incorporated and NVIDIA. In addition, we expect continued competition from the ASIC market, which has been ongoing since the inception of FPGAs. Intel is our main competitor for embedded CPUs. Other competitors include manufacturers of high-density programmable logic products characterized by FPGA-type architectures; high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs; ASICs and ASSPs with incremental amounts of embedded programmable logic; high-speed, low-density CPLDs; high-performance DSP devices; products with embedded processors; products with embedded multi-gigabit transceivers; discrete general-purpose GPUs targeting data center and automotive applications; and other new or emerging programmable logic products.

Research and Development

We focus our research and development (R&D) activities on designing and developing products. Our main area of focus is on delivering the next generation of processors (CPU and GPU), FPGAs and adaptive SoCs, accelerators (adaptive, graphics and DPU), SOMs and AI NICs, and the associated software for these products. We focus on designing, with security in mind, new integrated circuits (ICs) with improved performance and performance-per-watt in advanced semiconductor manufacturing processes, the design of logic and interface IP, advanced packaging technologies, and heterogeneous integration technologies. We also focus on software as part of the development of our products, including design automation tools for hardware, embedded software, AI stack, and optimized software tools and libraries that extend the reach of our platforms to software and AI developers. Through our R&D efforts, we were able to introduce a number of new products and enhance our IP core offerings and software.

We also work with industry leaders on process technology, design tools, intellectual property, software and other industry consortia to conduct early-stage R&D. We are also actively contributing to numerous industry open-source software initiatives and industry consortia across a broad range of technologies. We conduct product and system R&D activities for our products in the United States with additional design and development engineering teams located in various countries who undertake specific activities at the direction of our U.S. headquarters.

Manufacturing Arrangements and Assembly and Test Facilities

Third-Party Wafer Foundry Facilities

We utilize Taiwan Semiconductor Manufacturing Company Limited (TSMC) for the production of wafers for our HPC, FPGA and ~~Adaptive~~adaptive SoC products and GLOBALFOUNDRIES Inc. (GF), with respect to wafer purchases for our HPC products at the 12 nm and 14 nm technology nodes. Additionally, we utilize TSMC, United Microelectronics Corporation (UMC) and Samsung Electronics Co., Ltd. for the production of our ICs in the form of programmable logic devices.

Other Third-Party Manufacturers

We outsource board-level graphics product manufacturing to third-party manufacturers.

Assembly, Test, Mark and Packaging Facilities

Wafers for our products are either sorted by the foundry or delivered by the foundry to our assembly, test, mark and packaging (ATMP) partners or subcontractors located in the Asia-Pacific region, who package and test our final semiconductor products. We are party to two ATMP joint ventures (collectively, the ATMP JVs) with Tongfu Microelectronics Co., Ltd. The ATMP JVs, Siliconware Precision Industries Ltd. (SPIL) and King Yuan Electronics Company (KYEC) provide ATMP services for our products.

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Intellectual Property and Licensing

We rely on contracts and intellectual property rights to protect our products and technologies from unauthorized third-party copying and use. Intellectual property rights include copyrights, patents, patent applications, trademarks, trade secrets and mask work rights. As of December 2827, ~~2024~~2025, we had approximately 7,~~500~~200 patents in the United States and approximately 12,~~900~~200 patent applications pending in the United States. In certain cases, we have filed corresponding applications in foreign jurisdictions. Including United States and foreign matters, we have approximately 18,~~800~~900 patent matters worldwide consisting of approximately 1312,~~200~~600 issued patents and 56,~~600~~300 patent applications pending. We expect to file future patent applications in both the United States and abroad on significant inventions, as we deem appropriate. We do not believe that any individual patent, or the expiration of any patent, is or would be material to our business. As is typical in the semiconductor industry, we have numerous cross-licensing and technology exchange agreements with other companies under which we both transfer and receive ~~technology and~~ intellectual property and technology rights. We have acquired various licenses from external parties to certain technologies that are implemented in our products, including our IP cores and devices. These licenses support our continuing ability to make and sell our products. We have also acquired licenses to certain proprietary software, open-source software, and related technologies, such as compilers, for our design tools. Continued use of such software and technology is important to the operation of the design tools upon which our customers depend.

Backlog

Sales are made primarily pursuant to purchase orders for current delivery or agreements covering purchases over a period of time. Although such orders or agreements may provide visibility into future quarters, they may not necessarily be indicative of actual sales for any succeeding period as some of these orders or agreements may be revised or canceled without penalty.

Seasonality

Our operating results tend to vary seasonally. Historically, our net revenue has been generally higher in the second half of the year than in the first half of the year, although market conditions and product transitions could impact these trends.

Human Capital

As of December 2827, ~~2024~~2025, we had approximately 2831,000 employees in our global workforce. We believe we are at our best when our culture of innovation, ~~creative minds~~ and people from all kinds of backgrounds work together in an engaging and open environment. Areas of focus for us include ~~the following~~:

Mission, Culture, and Engagement

~~Our History -~~ Founded in 1969 as a Silicon Valley start-up, the AMD journey began with dozens of employees focused on leading-edge semiconductor products. From those modest beginnings, we have grown into a global company achieving many important industry firsts along the way. Today, we develop AI and high-performance computing to solve some of the world’s toughest challenges.

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company achieving many important industry firsts along the way. Today, we develop high-performance and adaptive computing to solve some of the world’s toughest and most interesting challenges.

Our Vision - High performance and adaptive computing is transforming our lives.

Our Mission - Build great products that accelerate next-generation computing experiences.

Our employees are driven by this vision and mission. Innovation occurs when creative minds and diverse perspectives ~~from all over the world~~ work together. This is the foundation of our unique culture and the reason we believe our employees are among the most engaged in our industry.

We conduct an annual survey of our global workforce to measure our culture, engagement, and workplace experience. The results are reviewed by our Board of Directors and acted upon by our senior leadership team. Results from our ~~2024~~2025 survey reported scores that continued to be among the very best for global companies in the technology industry. Our employees described our culture as inclusive, innovative, open, and respectful, and rated the quality of our managers high, and employment engagement is among the top 10% of our high-performing technology industry peers.

Diversity, Belonging and Inclusion (DB&I)

Our diverse ~~and~~workforce allows us to create an inclusive ~~workforce~~workplace that encourages employees to share their opinions and different perspectives. We believe that ~~building~~having a diverse talent pipeline, encouraging a culture of respect and belonging, and ~~increasing~~enabling ~~inclusion of~~ unique ~~and underrepresented~~ voices ~~makes our company stronger. Our Employee Resource Groups (ERGs), which are open~~ to ~~all~~be ~~our~~heard ~~employees,~~fosters ~~encourage~~innovation ~~employee engagement~~ and ~~play~~makes ~~an important role in~~ our ~~culture.~~company ~~More than 85% of all new hires join at least one of AMD’s ERGs when starting employment~~stronger. InOur 2024, we continued to focus on developing our female engineering community through mentoring opportunities and expanding the program, “Advancing Women in Technology,” that aims to support the career development of women in technical careers at AMD.

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Employee Resource Groups (ERGs) encourage employee engagement and play an important role in our culture. ERGs are voluntary initiatives in which an employee chooses to actively participate in one or more employee engagement programs. In 2025, we broadened our commitment to developing our engineering talent by expanding mentoring opportunities and career development programs for engineering professionals at AMD.

Total Rewards

We invest in our workforce by offering competitive salaries, incentives, and benefits to ensure that we continue to attract and retain the industry’s best and brightest in an equitable manner. We regularly review our compensation practices, considering factors relevant to ensuring equitable pay such as an employee’s role, experience, skills, and performance. We also benchmark set pay ranges based on relevant market data and our overall workforce. We focus on flexibility and choice in our benefits that resonate with a multi-generational workforce as well as offering inclusive benefits ~~that support our DB&I objectives, such as global parental and bereavement leave, and financial assistance to build a family through adoption or surrogacy~~. ~~While~~We wealso ~~believe~~provide flexibility ~~that~~with ~~there is unique collaboration that can occur when employees meet~~ in -person, ~~we embrace flexibility with~~ hybrid and remote work as options for our employees.

We have a strong pay for performance culture that we believe drives superior results. ~~Our~~and ~~employees have benefited from~~ our ~~robust financial results through our strong short-term and long-term incentive programs. Our~~ rewards programs enable us to attract, retain and motivate our workforce.

Development

We offer our employees opportunities to advance their careers at the Company and the majority of our new leaders are promoted from within. We are focused on leadership progression and encourage our employees to take advantage of new opportunities. Our manager and leadership development programs are highly rated, and we provide specialized development programs for our employees as well as educational assistance in the form of tuition reimbursement for eligible employees to continue their university education or achieve advanced certifications.

We have an enterprise-wide mentoring program where employees have the opportunity to learn from experienced colleagues, develop new skills, and build their professional networks. The program also supports effective onboarding, helping new hires more quickly acclimate to our company culture and work processes. ~~We believe that our mentoring program is a valuable investment in our workforce, and we are committed to its ongoing success.~~

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Employee Voice

At AMD, we value the importance of employee voice and actively engage in efforts to ensure that our employees' opinions and perspectives are heard and considered. Our employee voice strategy includes an annual AMDer Survey (engagement survey). ~~Our~~referenced ~~scores rank AMD in the top 10% of high-tech firms on similar questions, categories and overall score~~above. Additionally, we measure effectiveness across all elements of the employee lifecycle, including onboarding, exit, and regularly seek out employee feedback on areas including benefits and total rewards satisfaction. Further, our executive team holds frequent employee roundtables, town halls and global team meetings, ~~with question-and-answer segments~~ which facilitate open communication and feedback from our workforce.

Government Regulations

Our global operations are subject to various United States and foreign laws and regulations, including, but not limited to, those relating to export control, customs, intellectual property, data privacy and security, climate, environmental, health and safety requirements, cybersecurity, tax, employment, competition and anti-trust, anti-corruption, anti-bribery, conflict minerals, corporate governance, financial and other disclosures, and AI. Compliance with these governmental laws and regulations do not presently have a material adverse impact on our capital expenditures, results of operations or competitive position. However, compliance with changes to existing or new regulations may have a material adverse impact on our future capital expenditures, results of operations or competitive position. In addition, the failure to comply with government laws and regulations may subject us to consequences including fines, limits on our ability to sell our products, suspension of certain of our business activities, reputational damage, criminal and civil liabilities, and sanctions, which may have a material adverse effect on our capital expenditures, results of operations or competitive position. For additional information about government regulations applicable to our business, and their potential impacts see Risk Factors in Item 1A.

Environmental Regulations

Certain environmental laws, including the United States Comprehensive, Environmental Response, Compensation and Liability Act of 1980, or the Superfund Act, impose strict or, under certain circumstances, joint and several liability on current and previous owners or operators of real property for the cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. We have been named as a responsible party on Superfund clean-up orders for three sites in Sunnyvale, California that are on the National Priorities List. Since 1981, we have discovered hazardous material releases to the groundwater from former underground tanks and proceeded to investigate and conduct remediation at these three sites. The chemicals released into the groundwater were commonly used in the semiconductor industry in the United States in the wafer fabrication process prior to 1979.

In 1991, we received Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board relating to the three sites. We have entered into settlement agreements with other responsible parties on two of the orders. During the term of such agreements, other parties have agreed to assume most of the foreseeable costs as well as the primary role in conducting remediation activities under the orders. We remain responsible for additional costs beyond the scope of the agreements as well as all remaining costs in the event that the other parties do not fulfill their obligations under the settlement agreements.

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ToCertain ~~address~~environmental ~~anticipated~~laws, ~~future~~including ~~remediation~~the ~~costs~~United ~~under~~States ~~the~~Comprehensive, ~~orders~~Environmental Response, weCompensation ~~have~~and ~~computed~~Liability Act of 1980, or the Superfund Act, impose strict and, ~~recorded~~under ancertain ~~estimated~~circumstances, ~~environmental~~joint and several liability on current and previous owners or operators of ~~approximately~~real ~~$5.5~~property ~~million~~for the cost of removal or remediation of hazardous substances and ~~have~~impose ~~not~~liability ~~recorded~~for ~~any~~damages ~~potential~~to ~~insurance~~natural ~~recoveries~~resources. inThese ~~determining~~laws often impose liability even if the ~~estimated~~owner ~~costs~~or operator did not know of, or was not responsible for, the ~~cleanup~~release of such hazardous substances. ~~The~~These ~~progress~~environmental oflaws ~~future~~also ~~remediation~~assess ~~efforts~~liability ~~cannot~~on persons who arrange for hazardous substances to be ~~predicted~~sent ~~with~~to ~~certainty~~disposal ~~and~~or ~~these~~treatment facilities when such facilities are found to be contaminated. Such persons can be responsible for cleanup costs ~~may~~even ~~change~~if they never owned or operated the contaminated facility. We ~~believe~~have ~~that~~been ~~any~~named ~~amount~~as a responsible party at three Superfund Sites in ~~addition~~Sunnyvale, toCalifornia ~~what~~that ~~has~~are ~~already~~on ~~been~~the ~~accrued~~National ~~would~~Priorities ~~not~~List. beSince 1981, we have discovered hazardous material releases to the soil and groundwater from former underground tanks and proceeded to investigate and conduct remediation at these three sites. The chemicals released into the groundwater were commonly used in the semiconductor industry in the United States in the wafer fabrication process.

In 1991, we received Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board relating to the three sites. We entered into an agreement with another responsible party with respect to one of the sites. Pursuant to that agreement, the other party is responsible for cleanup of certain offsite contamination. We remain responsible for cleanup not covered by the agreement, including on-site cleanup, as well as all remaining costs in the event that the other party does not fulfill its obligations under the agreement.

To address anticipated future remediation costs under the orders, we have computed and recorded an estimated environmental liability of approximately $5.9 million and have not recorded any potential insurance recoveries in determining the estimated costs of the cleanup. The progress of future remediation efforts cannot be predicted with certainty and these costs may change. We believe that any amount in addition to what has already been accrued would not be material.

Additional environmental regulations on materials, chemicals, energy and waste apply directly or indirectly to the design, manufacturing, use and end-of-use of semiconductor devices and solutions. As examples, the European Union (EU) and China are among a growing number of jurisdictions that have enacted restrictions on the use of lead and other materials in electronic products. Chemical reporting and restriction requirements continue to evolve, namely related to per- and polyfluoroalkyl substances (PFAS). Jurisdictions including the EU, California and China are developing or have finalized product energy efficiency regulations impacting market access and/or public procurement for computers and servers. Existing and developing regulations related to electronic waste recycling and extended producer responsibility, including the EU, China, Brazil, India, as well as state and municipal jurisdictions like California and Sao Paulo Brazil, require labeling, fees and/or reporting to support recycling efforts. Certain of these laws target end-user products. However, the scope of such laws is inconsistent, which increases the complexity of compliance. We continue to work with customers, suppliers and industry groups to monitor and address product-related environmental regulations. While compliance has not historically had a material impact on our financial condition, earnings, or competitive position, there can be no assurance that these evolving laws will not require us to incur significant costs, modify our operations or product designs, or take other actions for compliance.

Additional Information

AMD was incorporated under the laws of Delaware on May 1, 1969 and became a publicly held company in 1972. Our common stock is currently listed on The NASDAQ Global Select Market (NASDAQ) under the symbol “AMD”. Our mailing address and executive offices are located at 2485 Augustine Drive, Santa Clara, California 95054, and our telephone number is (408) 749-4000. For financial information about geographic areas and for segment information with respect to revenues and operating results, refer to the information set forth in Note 4 of our consolidated financial statements. We use a 52- or 53-week fiscal year ending on the last Saturday in December. References in this report to ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 refer to the fiscal year unless explicitly stated otherwise.

AMD, the AMD Arrow logo, 3D V-Cache, ~~AMD~~Alveo, Athlon, ~~AMD~~Atrix, CDNA, ~~AMD~~CoolRunner, EPYC, FidelityFX, ~~AMD~~ FirePro, ~~AMD~~ FreeSync, ~~AMD Instinct, AMD RDNA, Alveo, Artix, CoolRunner, EPYC,~~ Geode, Infinity Fabric, ~~Kinex~~AMD Instinct, Kintex, Kria, Opteron, Pensando, Radeon, RDNA, ROCm, Ryzen, Spartan, Threadripper, UltraScale, UltraScale+, Versal, Virtex, Vitis, Vivado, XDNA, Xilinx, Zynq and combinations thereof are trademarks of Advanced Micro Devices, Inc.

Microsoft, Windows, ~~DirectX~~ and Xbox One are registered trademarks of Microsoft Corporation in the United States and/or other countries. Linux is the registered trademark of Linus Torvalds in the United States and/or other countries. PlayStation is a registered trademark of Sony Interactive Entertainment, Inc. Arm is a registered trademark of Arm Limited (or its subsidiaries) in the United States and/or other countries. Vulkan and the Vulkan logo are registered trademarks of Khronos Group Inc. Steam Deck and the Steam Deck logo are trademarks and/or registered trademarks of Valve Corporation in the United States and/or other countries.

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Other names are for informational purposes only and are used to identify companies and products and may be trademarks of their respective owners.

Website Access to Our SEC Filings and Corporate Governance Documents

On the Investor Relations pages of our website, http://ir.amd.com, we post links to our filings with the SEC, our Principles of Corporate Governance, our Code of Ethics for our executive officers, all other senior finance executives and certain representatives from legal and internal audit, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions, our ~~Worldwide~~Global ~~Standards~~Code of ~~Business~~ Conduct, which applies to our Board of Directors and all of our employees, and the charters of the committees of our Board of Directors.

Our filings with the SEC are posted on our website as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The SEC website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can also obtain copies of these documents by writing to us at: Corporate Secretary, AMD, 2485 Augustine Drive, Santa Clara, California 95054, or emailing us at: Corporate.Secretary@amd.com. All of these documents and filings are available free of charge.

If we make substantive amendments to our Code of Ethics or grant any waiver, including any implicit waiver, to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, we intend to disclose the nature of such amendment or waiver on our website.

The information contained on our website is not incorporated by reference in, or considered to be a part of, this report.

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ITEM 1A. RISK FACTORS

The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In addition, you should consider the interrelationship and compounding effects of two or more risks occurring simultaneously.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, financial condition and results of operations.

Economic and Strategic Risks

~~◦Intel~~•The ~~Corporation’s~~markets ~~dominance~~in ofwhich ~~the microprocessor market and its aggressive business practices may limit~~ our ~~ability~~products toare ~~compete~~sold ~~effectively~~are onhighly acompetitive ~~level~~and ~~playing~~rapidly ~~field~~evolving.

~~◦Nvidia’s~~•The ~~dominance~~semiconductor inindustry ~~the~~is ~~graphics~~highly ~~processing~~cyclical ~~unit market~~ and ~~its~~has ~~aggressive~~experienced ~~business~~severe ~~practices may limit our ability to compete effectively on a level playing field~~downturns.

◦•The ~~markets~~demand infor ~~which~~ our products ~~are~~depends ~~sold~~in ~~are~~part ~~highly~~on ~~competitive~~the ~~and~~market ~~rapidly~~conditions ~~evolving~~in the industries into which they are sold.

◦•The ~~semiconductor~~success ~~industry~~of isour ~~highly~~business ~~cyclical~~depends on our ability to introduce products on a timely basis with features and ~~has~~performance ~~experienced~~levels ~~severe~~that ~~downturns~~provide value to our customers while supporting significant industry transitions.

◦•The ~~demand~~loss ~~for~~of ~~our~~a ~~products~~significant ~~depends~~customer inmay ~~part~~have ona ~~the~~material ~~market~~adverse ~~conditions~~effect inon ~~the industries into which they are sold~~us.

~~◦The~~•Economic ~~success~~and ofmarket ~~our~~uncertainty ~~business~~may ~~depends~~adversely onimpact our ~~ability~~business ~~to introduce products on a timely basis with features~~ and ~~performance~~operating ~~levels that provide value to our customers while supporting significant industry transitions~~results.

~~◦The~~•Our ~~loss~~operating ofresults aare ~~significant~~subject ~~customer~~to ~~may~~quarterly ~~have~~and aseasonal ~~material~~sales ~~adverse effect on us~~patterns.

~~◦Economic~~•If we cannot adequately protect our technology or other intellectual property through patents, copyrights, trade secrets, trademarks and ~~market~~other ~~uncertainty~~measures, we may ~~adversely~~lose ~~impact~~a ~~our~~competitive ~~business~~advantage and ~~operating~~incur ~~results~~significant expenses.

~~◦Our~~•Unfavorable ~~operating~~currency ~~results~~exchange ~~are~~rate ~~subject~~fluctuations tocould ~~quarterly~~adversely ~~and~~affect ~~seasonal sales patterns~~us.

◦If we cannot adequately protect our technology or other intellectual property through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses.

◦Unfavorable currency exchange rate fluctuations could adversely affect us.

Operational and Technology Risks

◦•We rely on third parties to manufacture our products, and if they are unable to do so on a timely basis in sufficient quantities and using competitive technologies, our business could be materially adversely affected.

◦•Essential equipment, materials, substrates or manufacturing processes may not be available to us.

◦•We may fail to achieve expected manufacturing yields for our products.

◦•Our revenue from our semi-custom System-on-Chip (SoC) products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.

◦•Our products may be subject to security vulnerabilities that could have a material adverse effect on us.

◦•IT outages, data loss, data breaches and cyberattacks could disrupt operations and compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation, financial condition and results of operations.

◦•Uncertainties involving the ordering and shipment of our products could materially adversely affect us.

◦•Our ability to design and introduce new products includes the use of third-party intellectual property.

◦•We depend on third-party companies for the design, manufacture and supply of motherboards, software, memory and other computer platform components to support our business and products.

14•If we lose Microsoft Corporation’s support for our products or other software vendors do not design and develop software to run on our products, our ability to sell our products could be materially adversely affected.

•Our reliance on third-party distributors and add-in-board (AIB) partners subjects us to certain risks.

•Our business depends on the proper functioning of our internal business processes and information systems.

•Our products may not be compatible with some or all industry-standard software and hardware.

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~~◦If~~•Costs werelated ~~lose~~to ~~Microsoft~~defective ~~Corporation’s support for our~~ products orcould ~~other~~have ~~software~~a ~~vendors~~material doadverse ~~not~~effect ~~design and develop software to run~~ on ~~our products, our ability to sell our products could be materially adversely affected~~us.

~~◦Our~~•We ~~reliance~~may onfail ~~third-party~~to ~~distributors~~maintain ~~and~~the ~~add-in-board~~efficiency ~~(AIB)~~of ~~partners~~our ~~subjects~~supply uschain as we respond to ~~certain~~changes ~~risks~~in customer demand.

~~◦Our~~•We ~~business~~outsource ~~depends~~to onthird ~~the~~parties ~~proper~~certain ~~functioning~~supply-chain oflogistics ~~our internal business processes and information systems~~functions.

~~◦Our~~•We ~~products~~ may ~~not~~ be ~~compatible~~unable ~~with~~to ~~some~~effectively orcontrol ~~all~~the ~~industry-standard~~sales ~~software~~of ~~and~~our ~~hardware~~products on the gray market.

~~◦Costs~~•Climate ~~related~~change tomay ~~defective products could~~ have aan ~~material~~impact ~~adverse effect~~ on usour business.

◦We may fail to maintain the efficiency of our supply chain as we respond to changes in customer demand.

◦We outsource to third parties certain supply-chain logistics functions.

◦We may be unable to effectively control the sales of our products on the gray market.

◦Climate change may have a long-term impact on our business.

Legal and Regulatory Risks

◦•Government actions and regulations, including but not limited to export regulations, import tariffs and trade protection measures, may limit our ability to export our products to certain customers.

◦•If we cannot realize our deferred tax assets, our results of operations could be adversely affected.

◦•Our business is subject to potential tax liabilities, including as a result of tax regulation changes.

◦•We are party to litigation and may become a party to other claims or litigation.

◦•We are subject to environmental laws, conflict minerals regulations, as well as a variety of other laws or regulations.

◦•Evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters could result in additional costs, harm to our reputation and a loss of customers.

◦•Issues related to the responsible use of AI may result in reputational, competitive and financial harm and liability.

◦•The agreements governing our notes, our guarantee of Xilinx’s notes, and ~~our~~the Revolving Credit Agreement ~~impose restrictions on us that may adversely affect our ability to operate our business~~.

•We may be required to satisfy financial obligations under guarantees and other commercial commitments.

Merger, Acquisition, Divestiture, and Integration Risks

◦•Acquisitions, joint ventures, and/or ~~strategic~~ investments, and the failure to integrate acquired businesses may fail to materialize their anticipated benefits and could disrupt our business.

~~◦Our~~•Any ~~ability~~impairment toof ~~complete~~our ~~the~~tangible, ~~acquisition~~definite-lived ofintangible ZTor ~~Systems~~indefinite-lived isintangible ~~subject~~assets, toincluding ~~closing~~goodwill, ~~conditions.~~may adversely impact our financial position and results of operations.

◦Any impairment of our tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact our financial position and results of operations.

General Risks

◦•Our worldwide operations are subject to political, legal and economic risks and natural disasters.

◦•We may incur future impairments of our technology license purchases.

◦•Our inability to continue to attract and retain ~~qualified~~key ~~personnel~~employees may hinder our business.

◦•Our stock price is subject to volatility.

For a more complete discussion of the material risks facing our business, see below.

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Economic and Strategic Risks

Intel Corporation’s dominance of the microprocessor market and its aggressive business practices may limit our ability to compete effectively on a level playing field.

Intel’s microprocessor market share position, significant financial resources, introduction of competitive new products, and existing relationships with top-tier OEMs have enabled it to market and price its products aggressively, to target our customers and our channel partners with special incentives and to influence customers who do business with us. These aggressive activities have in the past resulted in lower unit sales and a lower average selling price for many of our products and adversely affected our margins and profitability. Intel also dominates the computer system platform and has a heavy influence on PC manufacturers, other PC industry participants, and benchmarks. It is able to drive de facto standards and specifications for x86 microprocessors that could cause us and other companies to have delayed access to such standards. We may be materially adversely affected by Intel’s business practices, including rebating and allocation strategies and pricing actions designed to limit our market share and margins; product mix and introduction schedules; product bundling, marketing and merchandising strategies; and exclusivity payments to its current and potential customers, retailers and channel partners. We expect Intel to continue to heavily invest substantial resources in marketing, research and development, new manufacturing facilities and other technology companies.

Nvidia’s dominance in the graphics processing unit market and its aggressive business practices may limit our ability to compete effectively on a level playing field.

Nvidia’s Data Center GPU market share position, significant financial resources, introduction of competitive new products and proprietary software ecosystem have enabled it to market and price its products in a manner to encourage the selection of Nvidia-based systems and to influence customers who do business with us. We may be materially adversely affected by Nvidia’s business practices, including allocation strategies and pricing actions; product mix and introduction schedules; and product bundling strategies. Nvidia’s practices can limit customers’ ability to choose non-Nvidia products, including our products, and in turn, may limit our market share and decrease our margins and profitability, which could have a material adverse effect on our business. We expect Nvidia to continue to heavily invest substantial resources in research and development, marketing and other technology companies.

The markets in which our products are sold are highly competitive and rapidly evolving.

~~The~~Delivering ~~markets~~the inlatest ~~which~~and ~~our~~best products ~~are~~to ~~sold~~market ~~are~~on ~~highly~~time ~~competitive~~is ~~and~~critical ~~rapidly~~to ~~evolving~~revenue growth. WeThe ~~expect~~competitiveness ~~that~~of ~~competition~~our ~~will~~products ~~continue~~depends toon bea ~~intense~~number ~~due~~of tofactors ~~rapid~~including, ~~technological~~performance, ~~changes~~total cost of ownership, ~~new~~timely product introductions, product quality and ~~evolving~~reliability, ~~industry~~product ~~standards~~features and capabilities, ~~changing~~energy ~~customer~~efficiency ~~preferences~~(including power consumption and ~~requirements~~battery life, ~~and~~given ~~frequent~~their ~~introductions~~impact byon ~~our~~total ~~competitors~~cost of ownership), size (or ~~new~~form ~~competitors~~factor), selling price, cost, adherence to industry standards (and the creation of ~~products~~open ~~that~~industry ~~may~~standards), ~~provide~~level ~~better~~of ~~performance/experience~~integration, orsoftware ~~that~~and ~~may~~hardware ~~include~~compatibility, ~~additional~~ease ~~features~~of ~~that~~use ~~render~~and ~~our~~functionality ~~products~~of ~~comparatively~~software ~~less~~design ~~competitive~~tools, completeness of applicable software solutions, security and stability, brand recognition and availability.

InCompetition ~~addition,~~is weexpected ~~are entering markets with current and new competitors who may be able~~ to ~~adapt~~remain ~~more quickly to customer requirements and emerging technologies. For example~~intense, ~~the~~driven AIby ~~market is subject to~~ rapid technological change, ~~product~~evolving ~~obsolescence~~standards, ~~frequent~~shifting ~~new~~customer preferences, product ~~introductions~~obsolescence, and ~~feature~~frequent ~~enhancements,~~product ~~changes~~launches infrom ~~end-user~~both ~~requirements~~established and ~~evolving~~new ~~industry trends and legal standards~~competitors. WeSome ~~cannot~~of ~~guarantee~~our ~~that we will be able to compete successfully against current or new~~ competitors ~~who~~ may ~~have~~possess stronger market positions, inlarger ~~these~~customer ~~new~~bases, ~~markets~~more ordesign ~~superior~~wins, ~~ability~~and togreater ~~anticipate~~financial, ~~customer~~sales, ~~requirements~~marketing, and ~~emerging~~distribution ~~industry~~resources ~~trends~~than us. ~~While~~As wea ~~see significant opportunity in AI~~result, wethey ~~expect~~may ~~intense~~be ~~competition~~able ~~from~~to ~~companies~~acquire ~~such~~market asshare ~~Nvidia~~or inlimit ~~the~~our ~~supply~~ability ofto ~~GPUs~~do ~~and~~so, ~~other~~more ~~accelerators~~effectively ~~for~~capitalize ~~the~~on AInew market. Weopportunities, ~~may~~and ~~face~~transition ~~competition~~their ~~from~~products ~~some~~more ofefficiently ~~our~~than ~~customers~~we ~~who~~can. ~~internally~~Some ~~develop~~competitors ~~the~~are ~~same~~pursuing ~~products~~alternative ascomputing ~~us.~~architectures, ~~Increased~~such ~~adoption~~as of Arm~~-based~~, ~~semiconductor~~which ~~designs~~ could ~~lead~~grow ~~to further growth and development of~~ the Arm ecosystem. Weand ~~may~~increase ~~also~~competition ~~face delays or disruptions~~ in ~~research~~consumer, commercial and ~~development~~data ~~efforts~~center, orreducing wedemand ~~may~~for beour ~~required to invest significantly greater resources in research and development than anticipated~~products. ~~In addition~~Additionally, ~~the~~we ~~semiconductor~~may ~~industry~~encounter ~~has~~competition ~~seen~~from ~~several~~customers ~~mergers~~who ~~and~~internally ~~acquisitions~~develop ~~over~~products ~~the~~to ~~last~~support ~~number~~similar ofAI ~~years.~~workloads ~~Further consolidation could adversely impact our business due~~ to ~~there~~those ~~being~~supported ~~fewer~~by ~~suppliers, customers and partners in the industry~~ours.   

16Our competitors may use their market position and financial resources to market and price their products in a way to dissuade customers from purchasing from us. For example, Intel Corporation (Intel) uses its microprocessor market position to price its products aggressively and target our customers and channel partners with special incentives. These aggressive activities have reduced and may reduce our unit sales and average selling prices for many of our products, adversely affecting our business. Similarly, Nvidia Corporation (Nvidia) leverages its market position in data center GPU, financial resources, and proprietary software ecosystem to promote its systems and influences customers who do business with us. Our competitors’ business practices, including allocation strategies, pricing actions, product mix and introduction schedules, licensing terms, marketing arrangements, product bundling strategies, lack of software inoperability and business acquisitions can limit customers’ ability to choose alternative products, including ours. This may limit our market share and decrease our margins and profitability, which may have a material adverse effect on our business. 

~~Table~~In ofaddition, ~~Contents~~strategic partnerships, acquisitions and business collaborations by and between our competitors may increase competition and adversely affect our business. For example, in September 2025, Nvidia announced a partnership and investment in Intel to partner on new data center and client platform products. This partnership may result in increased competition and pricing pressure for our products or could prevent us from participating in other opportunities, which could materially adversely impact our business, financial condition and margins.

We believe that the main factors that determine our product competitiveness are total cost of ownership, timely product introductions, product quality, product features and capabilities (including accelerations for key workloads such as AI, energy efficiency (including power consumption and battery life, given their impact on total cost of ownership), reliability, performance, size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, ease of use and functionality of software design tools, completeness of applicable software solutions, security and stability, brand recognition and availability. If competitors introduce competitive new products into the market before us, demand for our products could be adversely impacted and our business could be adversely affected. Further, our competitors have significant marketing and sales resources which could increase the competitive environment in a declining market or during challenging economic times, leading to lower prices and a reduction in our margins. To the extent our competitors introduce competitive new products and technologies into the market before we do, or introduce products and technologies that provide better performance/experience or at better prices, our products and technologies may be comparatively less competitive and our competitive position may weaken, which could adversely harm our business and results of operations.

From time to time, governments provide incentives or make other investments that could benefit and give a competitive advantage to our competitors. For example, the United States government enacted the Creating Helpful Incentives to Produce Semiconductors for America and Science Act (CHIPS Act) of 2022 to provide financial incentives to the U.S. semiconductor industry. Government incentives, including the CHIPS Act, may not be available to us on acceptable terms or at all. If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors’ relative position and have a material adverse effect on our business.

The semiconductor industry is highly cyclical and has experienced severe downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.

The semiconductor industry is highly cyclical and has experienced significant downturns, often inalongside ~~conjunction with~~ constant and rapid technological change, wide fluctuations in supply and demand, continuous new product introductions, price erosion and declines in general economic conditions. The growth of AI is further creating pressure on the semiconductor industry to timely design, manufacture and deliver semiconductor products and solutions to meet customer demand for computing power and AI infrastructure. We have incurred substantial losses in previous downturns, due to substantial declines in average selling prices; the cyclical nature of supply and demand imbalances in the semiconductor industry; a decline in demand for end-user products that incorporate our products; and excess inventory levels and periods of inventory adjustment. Such industry-wide fluctuations may materially adversely affect us in the future. Global economic uncertainty and weakness have in the past impacted the semiconductor market as consumers and businesses have deferred purchases, which negatively impacted demand for our products. Our financial performance has been, and may in the future be, negatively affected by these downturns. The growth of our business is also dependent on continued demand for our products from high-growth adjacent emerging global markets. Our ability to be successful in such markets depends in part on our ability to establish adequate local infrastructure, as well as our ability to cultivate and maintain local relationships in these markets. If demand from these markets is below our expectations, sales of our products may decrease, which would have a material adverse effect on us.

The growth of our business is also dependent on continued demand for our products from high-growth adjacent emerging global markets. Our ability to be successful in such markets depends in part on ~~the~~our ~~market~~ability ~~conditions~~to inestablish ~~the~~adequate ~~industries~~local ~~into~~infrastructure, ~~which~~as ~~they~~well ~~are~~as ~~sold.~~our ~~Fluctuations~~ability to cultivate and maintain local relationships in ~~demand~~these ~~for~~markets. ~~our~~If ~~products~~demand orfrom athese ~~market~~markets ~~decline~~is inbelow ~~any~~our expectations, sales of ~~these~~our ~~industries~~products ~~could~~may decrease, which would have a material adverse effect on ~~our results of operations~~us.

Industry-wide fluctuations in the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future. We offer products that are used in different end markets and the demand for our products can vary among our Data Center, Client, Gaming and Embedded end markets. For instance, in our Data Center segment, we offer products that are optimized for generative AI applications and since the fourth quarter of 2023, we have experienced significant demand for our AI accelerators. The demand for such products in part will depend on the extent to which our customers utilize generative AI solutions in a wide variety of applications, and both the near-term and long-term trajectory of such generative AI solutions is unknown. Also, our Client segment revenue is focused on the consumer desktop and notebook PC segments and will depend in part on the market’s adoption of AI PCs. We are actively building AI capabilities into all our Client products, such as Ryzen AI PC processors, but there can be no assurance about the rate and pace of adoption of such product offerings. In the past, revenues from the Client and Gaming segments have experienced a decline driven by, among other factors, the adoption of smaller and other form factors, increased competition and changes in replacement cycles.

Table of Conten t s

InThe ~~addition,~~demand for our ~~GPU~~products ~~revenue~~depends in ~~the past has been affected in~~ part byon the ~~volatility of the cryptocurrency mining~~ market. Ifconditions wein ~~are unable to manage~~ the ~~risks~~industries ~~related~~into towhich ~~the~~they ~~volatility~~are ~~of the cryptocurrency mining market (including potential actions by global monetary authorities), our GPU business could be materially adversely affected~~sold. ~~The~~Fluctuations ~~success of our semi-custom SoC products~~ in ~~our~~demand ~~Gaming segment is dependent on securing customers~~ for our ~~semi-custom~~products ~~design~~or ~~pipeline~~a ~~and consumer~~ market ~~conditions,~~decline ~~including~~in ~~the~~any ~~success~~ of ~~game~~these ~~console~~industries ~~systems~~could ~~and~~have ~~next~~a ~~generation~~material ~~consoles~~adverse ~~for~~effect ~~Sony~~on and Microsoft. Our Embedded segment primarily includes embedded CPUs and GPUs, APUs, FPGAs and Adaptive SoC products some of which are subject to macroeconomic trends and volatile business conditions. To the extent our ~~embedded~~results ~~customers are faced with higher inventory levels, they may choose to draw down their existing inventory and order less~~ of ~~our products~~operations. ~~For example, our Embedded segment revenue decreased in 2024 as customers continued to normalize their inventory levels.~~

~~The~~Industry-wide ~~success~~fluctuations ofin the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future. We offer products that are used in different end markets and the demand for our ~~business~~products ~~depends~~can onvary among our ~~ability~~Data toCenter, ~~introduce~~Client, Gaming and Embedded end markets. In our Data Center segment, we offer products that are optimized for generative AI applications and since 2024, we have experienced significant demand for our AI accelerators. The demand for such products will in part depend on the extent to which our customers utilize generative AI solutions in a ~~timely~~wide ~~basis~~variety ~~with~~of ~~features~~applications, and ~~performance~~both ~~levels~~the ~~that~~near-term ~~provide~~and ~~value~~long-term trajectory of such generative AI solutions is unknown. Some customers in AI markets may be unable to secure access to internal and external infrastructure, including availability of sufficient data center capacity or energy for the buildout of data centers that use our ~~customers~~products. ~~while~~In ~~supporting~~addition, construction delays in the scheduled buildout of data centers could impact the timing of customer demand. Such delays in the buildout of data centers could have a material adverse effect on our business, financial condition and ~~coinciding~~future ~~with~~growth ~~significant~~strategy. ~~industry~~Customers ~~transitions~~may also lack, or be unable to, secure capital to fund their required AI infrastructure and may request alternative financing or deferred‑payment arrangements from vendors and suppliers. These limitations could delay or reduce the demand for our products, which could negatively impact our revenue.

Our ~~success~~Client ~~depends to a significant extent on the development, qualification, implementation~~ and ~~acceptance~~Gaming ofsegment ~~new~~revenue ~~product~~is ~~designs~~focused and improvements that provide value to our customers. Our ability to identify industry changes, and adapt our strategy to develop, qualify and distribute, and have manufactured, new products and related technologies to meet evolving industry trends and requirements, at prices acceptable to our customers and on ~~a timely basis, are significant factors in determining our competitiveness in our target markets. We cannot assure you that we will be able to meet~~ the ~~evolving~~consumer ~~needs~~desktop ~~of industry changes or that our efforts to execute our product roadmap will result in innovative products~~ and ~~technologies~~notebook ~~that~~PC ~~provide~~segments ~~value to our customers. If we fail to or are delayed in identifying, developing, qualifying or shipping new products or technologies that provide value to our customers~~ and ~~address these new trends, or if we fail to predict which new form factors, product features preferences or requirements consumers~~ will ~~adopt~~depend ~~and~~in ~~adapt~~part ~~our~~on ~~business~~the ~~accordingly, we may lose competitive positioning, which could cause us to lose~~ market’s ~~share~~adoption ~~and require us to discount the selling prices~~ of ~~our~~AI ~~products~~PCs. ~~Although~~We weare ~~make~~actively ~~substantial~~building ~~investments~~AI incapabilities ~~research~~into ~~and~~all ~~development, we cannot be certain that we will be able to develop, obtain or successfully implement new products and technologies on a timely basis or that they will be well-received by~~ our ~~customers.~~Client ~~Moreover, our investments in new~~ products ~~and technologies involve certain risks and uncertainties and could disrupt our ongoing business. New investments may not generate sufficient revenue~~, ~~may~~such incur unanticipated liabilities and may divert our limited resources and distract management from our current operations. We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results. For example, as ~~part~~Ryzen ~~of our pervasive~~ AI ~~strategy,~~PC ~~we have a portfolio of hardware products and software tools to allow our customers to develop scalable and pervasive AI solutions. We are actively building AI capabilities into our products~~processors, but there can be no assurance about the rate and pace of adoption of such product offerings. In ~~our~~the ~~Data Center segment~~past, werevenue ~~offer~~from ~~products~~the ~~that~~Client ~~are~~and ~~optimized~~Gaming ~~for~~segment ~~generative~~has AIexperienced ~~applications~~a ~~and~~decline ~~since~~driven ~~the~~by, ~~fourth~~among ~~quarter~~other ~~of 2023~~factors, wethe ~~have~~adoption ~~experienced~~of ~~significant~~smaller ~~demand~~and ~~for~~other ~~our~~form AIfactors, ~~accelerators.~~increased ~~The~~competition ~~demand~~and ~~for~~changes ~~such products~~ in ~~part~~replacement ~~will~~cycles. ~~depend~~In onaddition, ~~the extent to which~~ our ~~customers~~GPU ~~utilize~~revenue ~~generative AI solutions~~ in athe ~~wide~~past ~~variety~~has ofbeen ~~applications,~~affected ~~and~~in ~~both~~part by the ~~near-term~~volatility ~~and long-term trajectory~~ of ~~such~~the ~~generative~~cryptocurrency AImining ~~solutions is unknown~~market. If we ~~fail~~are unable to ~~develop~~manage ~~and~~the ~~timely~~risks ~~offer~~related orto ~~deploy such products and technologies, keep pace with~~ the ~~product~~volatility ~~offerings~~ of ~~our~~the ~~competitors,~~cryptocurrency ormining ~~adapt~~market to(including ~~unexpected~~potential ~~changes~~actions inby ~~industry~~global ~~standards~~monetary ~~or disruptive technological innovation~~authorities), our GPU business could be materially adversely affected. ~~Additionally,~~The ~~our~~success ~~efforts~~of inour ~~developing~~semi-custom ~~new~~SoC AIproducts ~~technology~~in ~~solutions~~our ~~are~~Client ~~inherently risky~~ and ~~may~~Gaming ~~not~~segment ~~always~~is ~~succeed.~~dependent Weon ~~may~~securing ~~incur~~customers ~~significant~~for ~~costs,~~our ~~resources,~~semi-custom ~~investments~~design ~~and~~pipeline ~~delays~~ and ~~not~~consumer ~~achieve~~market aconditions, ~~return~~including onthe ~~investment~~success orof ~~capitalize~~game onconsole ~~the~~systems ~~opportunities~~and ~~presented~~next bygeneration ~~demand~~consoles for AISony ~~solutions. Moreover, while AI adoption is likely to continue~~ and ~~may accelerate, the long-term trajectory of this technological trend is uncertain~~Microsoft.

Our Embedded segment primarily includes embedded CPUs, APUs, FPGAs, System on Modules (SOMs) and adaptive SoC products some of which are subject to macroeconomic trends and volatile business conditions. To the extent our embedded customers are faced with higher inventory levels, they may choose to draw down their existing inventory and order less of our products.

Table of Conten t s

Delays in developing, qualifying or shipping new products can also cause us to miss our customers’ product design windows or, in some cases, breach contractual obligations. If our customers do not include our products in the initial design of their computer systems or products, they will typically not use our products in their systems or products until at least the next design configuration. The ~~process~~success of being qualified for inclusion in a customer’s system or product can be lengthy and could cause us to further miss a cycle in the demand of end-users, which also could result in a loss of market share and harm our business. Wedepends ~~also depend~~ on ~~the success and timing of~~ our ~~customers’~~ability ~~platform~~to ~~launches.~~introduce ~~If our customers delay their product launches or if our customers do not effectively market their platforms with our~~ products, iton ~~could result in~~ a ~~delay~~timely inbasis ~~bringing~~with our products to market and cause us to miss a cycle in the demand of end-users, which could materially adversely affect our business. The increasing frequency and complexity of our newly introduced products may result in unanticipated quality or production issues that could result in product delays. In addition, market demand requires that products incorporate new features and performance ~~standards~~levels onthat anprovide ~~industry-wide~~value ~~basis.~~to ~~Over~~our ~~the~~customers ~~life~~while ofsupporting ~~a specific product, the sale price is typically reduced over time. The introduction of new products~~ and ~~enhancements~~coinciding ~~to existing products is necessary to maintain the overall corporate average selling price. If we are unable to introduce new products~~ with ~~sufficiently~~significant ~~high~~industry ~~sale prices or to increase unit sales volumes capable of offsetting the reductions in the sale prices of existing products over time, our business could be materially adversely affected~~transitions.

~~The~~Our ~~loss~~success depends to a significant extent on the development, qualification, implementation and acceptance of new product designs and improvements that provide value to our customers. Our ability to identify industry changes, and adapt our strategy to develop, qualify and distribute, and have manufactured, new products and related technologies to meet evolving industry trends and requirements, at prices acceptable to our customers and on a timely basis, are significant ~~customer~~factors in determining our competitiveness in our target markets. We cannot assure you that we will be able to meet the evolving needs of industry changes or that our efforts to execute our product roadmap will result in innovative products and technologies that provide value to our customers. If we fail to or are delayed in identifying, developing, qualifying or shipping new products or technologies that provide value to our customers and address these new trends, or if we fail to predict which new form factors, product features preferences or requirements consumers will adopt and adapt our business accordingly, we may lose competitive positioning, which could cause us to lose market share. Although we make substantial investments in research and development, we cannot be certain that we will be able to develop, obtain or successfully implement new products and technologies on a timely basis or that they will be well-received by our customers. Moreover, our investments in new products and technologies involve certain risks and uncertainties and could disrupt our ongoing business. New investments may not generate sufficient revenue and we may incur unanticipated liabilities. We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results. For example, as part of our pervasive AI strategy, we have a ~~material~~portfolio ~~adverse~~of ~~effect~~hardware products and software tools to allow our customers to develop scalable and pervasive AI solutions. We are actively building AI capabilities into our products, but there can be no assurance about the rate and pace of adoption of such product offerings. In our Data Center segment, we offer products that are optimized for generative AI applications and we have experienced significant demand for our AI accelerators. The demand for such products in part will depend on usthe extent to which our customers utilize generative AI solutions in a wide variety of applications as both the near-term and long-term trajectory of such generative AI solutions is unknown. If we fail to develop and timely offer or deploy such products and technologies, keep pace with the product offerings of our competitors, or adapt to unexpected changes in industry standards or disruptive technological innovation, our business could be adversely affected. Additionally, our efforts in developing new AI technology solutions are inherently risky and may not always succeed. We may incur significant costs, resources, investments and delays and not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological trend is uncertain.

WeDelays ~~depend~~in ondeveloping, aqualifying ~~small~~or ~~number~~shipping ofnew ~~customers~~products ~~for~~may acause ~~substantial~~us ~~portion~~to ofmiss our ~~business~~customers’ product design windows or, ~~and~~in wesome ~~expect~~cases, ~~that~~breach acontractual ~~small~~obligations. ~~number~~If ofour products are not selected by our customers ~~will~~in ~~continue~~the toinitial ~~account~~design of their computer systems or products, they are typically excluded until at least the next design cycle. The process of being qualified for inclusion in a ~~significant~~customer’s ~~part~~system ofor ~~our~~product ~~revenue~~can be lengthy and ~~receivables~~could cause us to further miss a cycle in the ~~future~~demand of end-users, which could result in a loss of market share and harm our business. IfWe ~~one~~also depend on the timing and success of our ~~key~~customers’ platform launches. If our customers ~~decides~~delay totheir ~~stop~~product ~~buying~~launches or if our customers do not effectively market their platforms with our products, ~~materially~~it ~~reduces~~could ~~its~~result ~~operations~~in ora ~~its~~delay ~~demand~~in ~~for~~bringing our products to market and cause us to miss a cycle in the demand of end-users, orwhich ~~has~~could ~~operations~~materially adversely affect our business. In addition, as market demand requires that ~~are~~products ~~materially~~incorporate ~~impaired~~new ~~for~~features and performance standards on an industry-wide basis, product pricing declines over the life of a ~~significant~~specific ~~period~~product. The introduction of ~~time~~new ~~such~~products ~~that~~and itenhancements to existing products is ~~unable~~necessary to ~~receive~~maintain orthe ~~utilize~~overall ~~our~~corporate average selling price. If we are unable to introduce new products, with sufficiently high sale prices or ~~pay~~to ~~its~~increase ~~liabilities~~unit sales volumes capable of offsetting the reductions in the sale prices of existing products over time, our business ~~would~~could be materially adversely affected.

~~Economic~~Product transition risks may increase as the computing industry shifts toward shorter launch cycles and ~~market~~a ~~uncertainty~~broader range of accelerated computing platforms. Product transitions are complex and as such we may ship both new and prior-generation products concurrently. Customer adoption patterns can vary and while some customers may shift to newer products more quickly and reduce demand for current-generation offerings, other customers may lower their inventory of existing products before purchasing new ones. The increased frequency of product transitions and expansion of our product portfolio heightens the challenges of managing our supply and demand, which could adversely ~~impact~~affect our ~~business~~revenue and ~~operating~~inventory ~~results~~management. The increasing frequency and complexity of our newly introduced products may also result in unanticipated quality or production issues that could result in product delays.

Uncertain global or regional economic conditions have and may in the future adversely impact our business. Uncertainty in the economic environment or other unfavorable changes in economic conditions, such as inflation, higher interest rates, recession, slowing growth, increased unemployment, tighter credit markets, changes in fiscal monetary or trade policy, or currency fluctuations, may negatively impact consumer confidence and spending causing our customers to stop or postpone purchases. For example, our Embedded segment revenue decreased in 2024 as customers continued to normalize their inventory levels. During challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable that they owe us. The risk related to our customers potentially defaulting on or delaying payments to us is increased because we expect that a small number of customers will continue to account for a substantial part of our revenue. Any inability of our current or potential future customers to pay us for our products may adversely affect our earnings and cash flow. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Adverse changes in economic conditions could increase costs of memory, equipment, materials or substrates and other supply chain expenses. If we are not able to procure a stable supply of materials on an ongoing basis and at reasonable costs to meet our production requirements, we could experience a supply shortage or an increase in production costs, which could negatively impact our gross margin and materially adversely affect our business. Our ability to forecast our operating results, make business decisions and execute our business strategy could be adversely impacted by challenging macroeconomic conditions. In addition, uncertain economic conditions could lead to higher borrowing costs and reduced availability of capital and credit markets, making it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. An economic downturn or increased uncertainty could also lead to failures of counterparties including financial institutions and insurers, asset impairments and declines in the value of our financial instruments. If a banking institution in which we hold funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds, which in turn could adversely impact our short-term liquidity and ability to meet our operating expense obligations.

Table of Conten t s

The loss of a significant customer may have a material adverse effect on us.

We depend on a small number of customers for a substantial portion of our business and we expect that a small number of customers will continue to account for a significant part of our revenue and receivables in the future. If one of our key customers decides to stop buying our products, materially reduces its operations or its demand for our products, or has operations that are materially impaired for a significant period of time such that it is unable to receive or utilize our products, or pay its liabilities, our business would be materially adversely affected.

Economic and market uncertainty may adversely impact our business and operating results.

Uncertain global or regional economic conditions have and may in the future adversely impact our business. Uncertainty in the economic environment or other unfavorable changes in economic conditions, such as inflation, fluctuating interest rates, recession, slowing growth, increased unemployment, tighter credit markets, changes or uncertainty in fiscal monetary or trade policy, implementation of new or increased tariffs, retaliatory tariffs by other countries or other trade restrictions, or currency fluctuations, may negatively impact consumer confidence and spending causing our customers to stop or postpone purchases. During challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable that they owe us. If current or prospective customers default on or delay payments to us, our earnings and cash flow could be adversely impacted. This risk is heightened as we expect that a small number of customers will continue to account for a substantial part of our revenue. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Adverse changes in economic conditions could increase costs of memory, equipment, materials or substrates and other supply chain expenses. For example, there is currently an industry-wide memory shortage as the demand for such components has outpaced supply. The price of memory has also increased as a result of the shortage. If we are not able to procure a stable supply of materials, including memory, on an ongoing basis and at reasonable costs to meet our production requirements, we could experience a supply shortage or an increase in production costs, which could negatively impact our gross margin and materially adversely affect our business. Our ability to forecast our operating results, make business decisions and execute our business strategy could be adversely impacted by challenging macroeconomic conditions. In addition, uncertain economic conditions could lead to higher borrowing costs and reduced availability of capital and credit markets, making it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. An economic downturn or increased uncertainty could also lead to failures of counterparties including financial institutions and insurers, asset impairments and declines in the value of our financial instruments. If a banking institution in which we hold funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds, which in turn could adversely impact our short-term liquidity and ability to meet our operating expense obligations.

Our operating results are subject to quarterly and seasonal sales patterns.

The profile of our sales may be weighted differently during the year. A large portion of our quarterly sales have historically been made in the last month of the quarter. This uneven sales pattern makes prediction of revenue for each financial period difficult and increases the risk of unanticipated variations in quarterly results and financial condition. In addition, our operating results tend to vary seasonally with the markets in which our products are sold. For example, historically, our net revenue has been generally higher in the second half of the year than in the first half of the year, although market conditions and product transitions could impact these trends. Many of the factors that create and affect quarterly and seasonal trends are beyond our control.

If we cannot adequately protect our technology or other intellectual property in the United States and abroad, through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses.

We rely on a combination of protections provided by contracts, including confidentiality and nondisclosure agreements, copyrights, patents, trademarks and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from third-party infringement or from misappropriation in the United States and abroad. Any patent licensed by us or issued to us could be challenged, invalidated, expire, or circumvented or rights granted thereunder may not provide a competitive advantage to us.

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Furthermore, patent applications that we file may not result in issuance of a patent or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S. and abroad, our technology or other intellectual property may be compromised, and our business would be materially adversely affected.

Unfavorable currency exchange rate fluctuations could adversely affect us.

We have costs, assets and liabilities that are denominated in foreign currencies. As a consequence, movements in exchange rates could cause our foreign currency denominated expenses to increase as a percentage of revenue, affecting our profitability and cash flows. Whenever we believe appropriate, we hedge a portion of our foreign currency exposure to protect against fluctuations in currency exchange rates. We determine our total foreign currency exposure using projections of long-term expenditures for items such as payroll. We cannot assure you that these activities will be effective in reducing foreign exchange rate exposure. Failure to do so could have an adverse effect on our business, financial condition, results of operations and cash flow. In addition, the majority of our product sales are denominated in U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and the local currency ~~can~~may ~~cause~~impact ~~increases or decreases in~~ the cost of our products in the local currency offor ~~such~~international customers. An appreciation of the U.S. dollar relative to the local currency could reduce sales of our products.

Operational and Technology Risks

We rely on third parties to manufacture our products, and if they are unable to do so on a timely basis in sufficient quantities and using competitive technologies, our business could be materially adversely affected.

We utilize third-party wafer foundries to fabricate the silicon wafers for all of our products. We rely on Taiwan Semiconductor Manufacturing Company Limited (TSMC) for the production of all wafers for microprocessor and GPU products at 7 nanometer (nm) or smaller nodes, and we rely primarily on GLOBALFOUNDRIES Inc. (GF) for wafers for microprocessor and GPU products manufactured at process nodes larger than 7 nm. We also utilize TSMC, United Microelectronics Corporation (UMC) and Samsung Electronics Co., Ltd. for our integrated circuits (IC) in the form of programmable logic devices. We also rely on third-party manufacturers to assemble, test, mark and pack (ATMP) our products. Our third-party package assembly partners are responsible for packaging technology used to fabricate our products. It is important to have reliable relationships with all of these third-party manufacturing suppliers to ensure adequate product supply to respond to customer demand.

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We cannot guarantee that these manufacturers or our other third-party manufacturing suppliers will be able to meet our near-term or long-term manufacturing requirements. If we experience supply constraints from our third-party manufacturing suppliers, we may be required to allocate the reduced quantities of affected products amongst our customers, which could have a material adverse effect on our relationships with these customers and on our financial condition. In addition, if we are unable to meet customer demand due to fluctuating or late supply from our manufacturing suppliers, it could result in lost sales and have a material adverse effect on our business. For example, if TSMC is not able to manufacture wafers for our microprocessor and GPU products at 7 nm or smaller nodes and our newest IC products in sufficient quantities to meet customer demand, it could have a material adverse effect on our business.

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We do not have long-term commitment contracts with some of our third-party manufacturing suppliers. We obtain many of these manufacturing services on a purchase order basis and these manufacturers are not required to provide us with any specified minimum quantity of product beyond the quantities in an existing purchase order. Accordingly, we depend on these suppliers to allocate to us a portion of their manufacturing capacity sufficient to meet our needs, to produce products of acceptable quality and at acceptable manufacturing yields and to deliver those products to us on a timely basis and at acceptable prices. The manufacturers we use also fabricate wafers and ATMP products for other companies, including certain of our competitors. They could choose to prioritize capacity for other customers, increase the prices that they charge us on short notice, require onerous prepayments, or reduce or eliminate deliveries to us, which could have a material adverse effect on our business. If we overestimate our customer demand or experience a decrease in customer demand, either could result in excess inventory and an increase in our production costs. We are party to a wafer supply agreement with GF where GF will provide a minimum annual capacity allocation to us and set pricing through 2026. If our actual wafer requirements are less than the number of wafers required to meet the applicable annual wafer purchase target, we could have excess inventory or higher inventory unit costs, both of which may adversely impact our gross margin and our results of operations.

Other risks associated with our dependence on third-party manufacturers include limited control over delivery schedules, yield, cycle times, quality assurance, price increases, lack of capacity in periods of excess demand, misappropriation of our intellectual property, dependence on several subcontractors, and limited ability to manage inventory and parts. Moreover, if any of our third-party manufacturers (or their subcontractors) suffer any damage to facilities, lose benefits under material agreements, experience power outages, water shortages, or high heat events, lack sufficient capacity to manufacture our products, encounter financial difficulties, are unable to secure necessary raw materials from their suppliers, suffer any other disruption or reduction in efficiency, or experience uncertain environmental, social, atmospheric or natural, economic or political circumstances or conditions, we may encounter supply delays or disruptions. For example, in the first quarter of 2024, we experienced some inventory loss due to an incident at a contract manufacturer. If we are unable to secure sufficient or reliable supply of products, our ability to meet customer demand may be adversely affected and this could materially affect our business.

If we transition the production of some of our products to new manufacturers, we may experience delayed product introductions, lower yields or poorer performance of our products. If we experience problems with product quality or are unable to secure sufficient capacity from a particular third-party manufacturer, or if we for other reasons cease utilizing one of those manufacturers, we may be unable to timely secure an alternative supply for any specific product. We could experience significant delays in the shipment of our products if we are required to find alternative third-party manufacturers, which could have a material adverse effect on our business.

We are party to two ATMP joint ventures (collectively, the ATMP JVs) with affiliates of Tongfu Microelectronics Co., Ltd. The majority of our ATMP services are provided by the ATMP JVs and there is no guarantee that the ATMP JVs will be able to fulfill our long-term ATMP requirements. If we are unable to meet customer demand due to fluctuating or late supply from the ATMP JVs, it could result in lost sales and have a material adverse effect on our business.

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If essential equipment, materials, substrates or manufacturing processes are not available to manufacture our products, we could be materially adversely affected.

We may purchase equipment, materials and substrates for use by our back-end manufacturing service providers from a number of suppliers and our operations depend upon obtaining deliveries of adequate supplies of equipment and materials of acceptable quality on a timely basis. Our third-party suppliers also depend on the same timely delivery of adequate quantities of equipment and materials of acceptable quality in the manufacture of our products. In addition, as many of our products increase in technical complexity, we rely on our third-party suppliers to update their processes in order to continue meeting our back-end manufacturing needs. Certain equipment and materials that are used in the manufacture of our products are available only from a limited number of suppliers, or in some cases, a sole supplier. We also depend on a limited number of suppliers to provide the majority of certain types of IC packages for our microprocessors, including our APU products. Similarly, certain non-proprietary materials or components such as memory, printed circuit boards (PCBs), interposers, substrates and capacitors used in the manufacture of our products are currently available from only a limited number of suppliers. For example, there is currently an industry-wide memory shortage as the demand for such components has outpaced supply. The price of memory has also increased as a result of the shortage. If we are unable to procure a stable supply of memory, equipment, materials or substrates of acceptable quality on an ongoing basis and at reasonable costs to meet our production requirements, we could experience a shortage in memory, equipment, materials or substrate supply or an increase in production costs, which could have a material adverse effect on our business. We have long-term purchase commitments and prepayment arrangements with some of our suppliers. If the delivery of such supply is delayed or does not occur for any reason, it could materially impact our ability to procure and process the required volume of supply to meet customer demand. Conversely, if we overestimate our customer demand or experience a decrease in customer demand, either because customers cancel orders or choose to purchase from our competitors, it could result in excess inventory and an increase in our production costs, particularly since we have prepayment arrangements with certain suppliers. Because some of the equipment and materials that we and our third-party manufacturers purchase are complex, it is sometimes difficult to substitute one equipment or materials supplier for another.

From time to time, suppliers may extend lead times, limit supply or increase prices due to capacity constraints or other factors. Also, some of these materials and components may be subject to rapid changes in price, quality and availability. Interruption of supply or increased demand in the industry could cause shortages and price increases in various essential materials. Dependence on a sole supplier or a limited number of suppliers exacerbates these risks. If we are unable to procure certain of these materials for our back-end manufacturing operations, or our third-party manufacturers are unable to procure materials for manufacturing our products, our business would be materially adversely affected.

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Failure to achieve expected manufacturing yields for our products could negatively impact our results of operations.

Semiconductor manufacturing yields are a result of product design, process technology and packaging technology, which is typically proprietary to the manufacturer, and low yields can result from design failures, packaging technology failures, process technology failures or a combination of some or all of these. Our third-party manufacturers are responsible for the process technologies used to fabricate silicon wafers. If our third-party manufacturers experience manufacturing inefficiencies or encounter disruptions, errors or difficulties during production, we may fail to achieve acceptable yields or we may experience product delivery delays. We cannot be certain that our third-party manufacturers will be able to develop, expand, obtain or successfully implement leading-edge manufacturing process or packaging technologies needed to manufacture future generations of our products profitably or on a timely basis or that our competitors will not develop new technologies, products or processes earlier. Moreover, during periods when our third-party manufacturers are implementing new process or packaging technologies, their manufacturing facilities may not be fully productive. A substantial delay in the technology transitions to smaller process technologies could have a material adverse effect on us, particularly if our competitors transition to more cost effective technologies before us. For example, we are presently focusing our 7 nm and lower product microprocessor and GPU portfolio on TSMC’s processes. If TSMC is not able to manufacture wafers for our products at 7 nm or smaller nodes in sufficient quantities to meet customer demand, it could have a material adverse effect on our business. Moreover, we rely on TSMC, UMC and our other foundries to produce wafers with competitive performance attributes for our IC products. Therefore, the foundries, particularly TSMC which manufactures our newest IC products, must be able to transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliver them in a timely manner.

Any decrease in manufacturing yields could result in an increase in per unit costs, which would adversely impact our gross margin and/or force us to allocate our reduced product supply amongst our customers, which could harm our relationships and reputation with our customers and materially adversely affect our business.

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Our revenue from our semi-custom SoC products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.

The revenue that we receive from our semi-custom SoC products is in the form of non-recurring engineering fees charged to third parties for design and development services and revenue received in connection with sales of our semi-custom SoC products to these third parties. As a result, our ability to generate revenue from our semi-custom products depends on our ability to secure customers for our semi-custom design pipeline, our customers’ desire to pursue the project and our semi-custom SoC products being incorporated into those customers’ products. Any revenue from sales of our semi-custom SoC products is directly related to sales of the third-party’s products and reflective of their success in the market. Moreover, we have no control over the marketing efforts of these third parties, and we cannot make any assurances that sales of their products will be successful in current or future years. Consequently, the semi-custom SoC product revenue expected by us may not be fully realized and our operating results may be adversely affected.

Our products may be subject to security vulnerabilities that could have a material adverse effect on us.

The products that we sell are complex and have been and may in the future be subject to security vulnerabilities that could result in, among other things, the loss, corruption, theft or misuse of confidential data or system performance issues. Our efforts to prevent and address security vulnerabilities may decrease performance, be only partially effective or not successful at all. We may depend on vendors to create mitigations to their technology that we incorporate into our products and they may delay or decline to make such mitigations. We may also depend on third parties, such as customers and end -users, to deploy our mitigations alone or as part of their own mitigations, and they may delay, decline or modify the implementation of such mitigations. Our relationships with our customers could be adversely affected as some of our customers may stop purchasing our products, reduce or delay future purchases of our products, or use competing products. Any of these actions by our customers could adversely affect our revenue. We have and may in the future be subject to claims and litigation related to security vulnerabilities. Actual or perceived security vulnerabilities of our products may subject us to adverse publicity, damage to our brand and reputation, and could materially harm our business or results of operations.

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IT outages, data loss, data breaches and cyberattacks could disrupt operations and compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation, financial condition and results of operations.

Our business relies on technology hardware, software, cloud services, infrastructure, networks and systems (collectively, IT Systems). We own and manage some IT Systems but also rely on critical third-party IT Systems, products and services. In the ordinary course of business, we and various third-party providers and business partners process and maintain sensitive data, including personal information about workers, customers and others, as well as intellectual property and proprietary or confidential information relating to our business and that of our customers and business partners (collectively, Confidential Data). Maintaining the availability, integrity and security of our IT Systems and Confidential Data is critical to our business and reputation. While we and others have implemented various controls and defenses, AMD and companies like AMD and our vendors and customers have been and are increasingly subject to cybersecurity attacks, risks and threats. ~~Threat~~Risks and threat factors range in sophistication from ~~individual~~negligent or bad acts by individuals, hackers ~~and~~or insiders, to ransom gangs and state-sponsored attackers. Cyber threats may be generic, or they may be custom-crafted against our IT Systems or supply chain. The increased prevalence of remote working arrangements at AMD and our providers present additional operational risks and attack vectors to our IT Systems. Our IT Systems and Confidential Data are vulnerable to a range of cybersecurity risks and threats, including malicious code that is added to widely available open-source software, compromised commercial software or security vulnerabilities in our products or systems, or those of a third party, that are being used by attackers prior to mitigations being put in place, such as zero-day attacks. Cyberattacks have and may come into our IT Systems through the compromise of users’ access credentials or those of third-party IT systems or untrusted assets. Users’ access credentials can be compromised by phishing, vishing, smishing, multi-factor authentication (MFA) prompt bombing, hacking, or other social engineering, cybersecurity, or theft activities, or unintentional disclosure due to a human error.

23Threat actors are also increasingly using tools and techniques that circumvent controls, evade detection, and remove forensic evidence, which means that we and others may be unable to implement adequate preventative measures against cyberattacks or to anticipate, detect, deflect, contain or recover from them in a timely or effective manner. As AI capabilities improve and are increasingly adopted, we may see more sophisticated threats created through the use of AI technology to launch more automated, targeted and coordinated cyberattacks. These attacks could be crafted with an AI tool to directly attack IT Systems with increased speed and/or efficiency than a human threat actor or create more effective phishing emails. In addition, the threat could be introduced from the result of our or our customers and business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating AI generated source code. We leverage AI tools and systems to help support our internal functions and operations. These systems are increasingly vulnerable to cybersecurity threats, which can significantly impact data security. Our network and storage applications, as well as those of our customers, business partners, and third-party providers, may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.

Cyberattacks that breach our security measures, or those of our third-party service providers, customers or business partners, could result in any or all of the following, which individually or collectively could materially adversely affect our financial condition and competitive position; unauthorized access to, misuse or disclosure of Confidential Data (such as intellectual property, sensitive business information or personally identifiable information (PII)); reputational harm and/or diminution in our competitiveness; loss of existing and/or future customers; litigation and/or regulatory investigations or enforcement; significant remediation, restoration and compliance costs; and the diversion of management’s attention and key information technology resources. In addition, many governments have enacted and are continuing to enact strict privacy and security laws, such as the UK’s and European Union’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act (CPRA), which provide for fines, penalties, and in the case of the CCPA and similar legislation, the basis for private claims for certain types of data breaches. We anticipate ongoing and increasing costs related to enhancing and implementing information security controls, including costs related to upgrading application, computer, and network security components; training workers to maintain and monitor our security controls; investigating, responding to and remediating any data security breach, and addressing any related litigation or regulatory proceedings; mitigating reputational harm; and complying with external regulations.

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Threat actors are also increasingly using tools and techniques that circumvent controls, evade detection, and remove forensic evidence, which means that we and others may be unable to implement adequate preventative measures against, anticipate, detect, deflect, contain or recover from cyberattacks in a timely or effective manner. As AI capabilities improve and are increasingly adopted, we may see more sophisticated threats created through the use of AI technology to launch more automated, targeted and coordinated cyberattacks. These attacks could be crafted with an AI tool to directly attack IT Systems with increased speed and/or efficiency than a human threat actor or create more effective phishing emails. In addition, the threat could be introduced from the result of our or our customers and business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating AI generated source code. Our network and storage applications, as well as those of our customers, business partners, and third-party providers, may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.

Cyberattacks that breach our security measures, or those of our third-party service providers, customers or business partners, could result in any or all of the following, which individually or collectively could materially adversely affect our financial condition, our competitive position; unauthorized access to, misuse or disclosure of Confidential Data (such as intellectual property, sensitive business information or personally identifiable information (PII)); reputational harm and/or diminution in our competitiveness; loss of existing and/or future customers; litigation and/or regulatory investigations or enforcement; significant remediation, restoration and compliance costs; and the diversion of management’s attention and key information technology resources. In addition, many governments have enacted and are continuing to enact strict privacy and security laws, such as the UK’s and European Union’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act (CPRA), which provide for fines, penalties, and in the case of the CCPA and similar legislation, the basis for private claims for certain types of data breaches. We anticipate ongoing and increasing costs related to enhancing and implementing information security controls, including costs related to upgrading application, computer, and network security components; training workers to maintain and monitor our security controls; investigating, responding to and remediating any data security breach, and addressing any related litigation or regulatory proceedings; mitigating reputational harm; and complying with external regulations.

Uncertainties involving the ordering and shipment of our products could materially adversely affect us.

We typically sell our products pursuant to individual purchase orders. We generally do not have long-term supply arrangements with our customers or minimum purchase requirements except that orders generally must be for standard pack quantities. Generally, our customers may cancel orders for standard products more than 30 days prior to shipment without incurring significant fees. We base our inventory levels in part on customers’ estimates of demand for their products, which may not accurately predict the quantity or type of our products that our customers will want in the future or ultimately end up purchasing. Our ability to forecast demand is further complicated when our products are sold indirectly through downstream channel distributors and customers, as our forecasts for demand are then based on estimates provided by multiple parties throughout the downstream channel. To the extent we fail to forecast demand and product mix accurately or are unable to increase production or secure sufficient capacity and there is a mismatch between supply and demand for our products, it could limit our ability to meet customer demand and have a material adverse effect on our business. Many of our markets are characterized by short product lifecycles, which can lead to rapid obsolescence and price erosion. InAs ~~addition~~product complexity has increased, ~~our~~manufacturing ~~customers~~lead ~~may~~times ~~change~~have ~~their~~extended ~~inventory~~and ~~practices~~longer onproduction cycles, combined with short ~~notice~~product cycles, increase the risk that customer demand for ~~any~~products ~~reason.~~may ~~For~~change ~~example,~~between ~~our~~wafer ~~Embedded~~order ~~segment~~and ~~revenue~~finished ~~decreased~~good availability, which could result in ~~2024~~significant asmismatches ~~customers~~between ~~continued~~supply toand ~~normalize~~demand. In addition, our customers may change their inventory ~~levels~~practices on short notice for any reason. We may build inventories during periods of anticipated growth, and the cancellation or deferral of product orders or overproduction due to failure of anticipated orders to materialize could result in excess or obsolete inventory, which could result in write-downs of inventory and an adverse effect on gross margins. Our customers may also experience a shortage of, or delay in receiving certain components to build their products, which in turn may affect the demand for or the timing of our products. In April 2025, the U.S. government implemented a new license requirement for the export of certain semiconductor products to China (including Hong Kong and Macau) and D5 countries, or to companies headquartered in or with an ultimate parent located in such countries. This restriction impacts our AMD Instinct™ MI308 products. As a result of the restriction, we incurred approximately $800 million in inventory and related charges in the second quarter of 2025. We applied for and were granted some licenses by the U.S. government that allow us to ship our MI308 products to certain China-based customers. Sales of our MI308 products into China depend on customer demand, China’s import control rules and our ability to obtain licenses. As such, our revenues and results of operation could be negatively affected.

Excess or obsolete inventory have resulted in, and may in the future result in, write-downs of the value of our inventory. Factors that may result in excess or obsolete inventory, a reduction in the average selling price, or a reduction in our gross margin include: a sudden or significant decrease in demand for our products; a production or design defect in our products; a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements; a failure to accurately estimate customer demand for our products, including for our older products as our new products are introduced; or our competitors introducing new products or taking aggressive pricing actions.

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Our ability to design and introduce new products in a timely manner includes the use of third-party intellectual property.

In the design and development of new and enhanced products, we rely on third-party intellectual property such as development and testing tools for software and hardware. Furthermore, certain product features may rely on intellectual property acquired from third parties that we incorporate into our software or hardware. The design requirements necessary to meet customer demand for more features and greater functionality from semiconductor products may exceed the capabilities of the third-party intellectual property or development or testing tools available to us. If the third-party intellectual property that we use becomes unavailable, is not available with required functionality or performance in the time frame, manufacturing technology, or price point needed for our new products or fails to produce designs or functionality that meet customer demands, or laws are adopted that affect our use of third party intellectual property in certain regions or products, our business could be materially adversely affected.

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We depend on third-party companies for the design, manufacture and supply of motherboards, software, memory and other computer platform components to support our business and products.

We depend on third-party companies for the design, manufacture and supply of motherboards, graphics cards, software (e.g., BIOS, operating systems, drivers, AI models or tools), memory and other components that we use to design, support and sell, and our customers utilize to support and/or use our product offerings. We also rely on our AIB partners to support our products. In addition, our microprocessors are not designed to function with motherboards and chipsets designed to work with Intel microprocessors. If the designers, manufacturers, AIBs and suppliers of motherboards, graphics cards, software, memory and other components cease or reduce their design, quality, manufacture or production of current or future products that are based on, utilized in, or support our products, or laws are adopted that result in the same, our business could be materially adversely affected.

If we lose Microsoft Corporation’s support for our products or other software vendors do not design and develop software to run on our products, our ability to sell our products could be materially adversely affected.

Our ability to innovate beyond the x86 instruction set controlled by Intel depends partially on Microsoft designing and developing its operating systems to run on or support our x86-based microprocessor products. With respect to our graphics products, we depend in part on Microsoft to design and develop its operating system to run on or support our graphics products. Similarly, the success of our products in the market, such as our APU products, is dependent on independent software providers designing and developing software to run on our products. If Microsoft does not continue to design and develop its operating systems so that they work with our x86 instruction sets or does not continue to develop and maintain their operating systems to support our graphics products, independent software providers may forego designing their software applications to take advantage of our innovations and customers may not purchase PCs with our x86 products. In addition, some software drivers licensed for use with our x86 products are certified by Microsoft. If Microsoft did not certify a driver, or if we otherwise fail to retain the support of Microsoft or other software vendors, our ability to market our x86 products would be materially adversely affected.

Our reliance on third-party distributors and AIB partners subjects us to certain risks.

We market and sell our products directly and through third-party distributors and AIB partners pursuant to agreements that can generally be terminated for convenience by either party upon prior notice. These agreements are non-exclusive and permit both our distributors and AIB partners to offer our competitors’ products. We are dependent on our distributors and AIB partners to supplement our direct marketing and sales efforts. If any significant distributor or AIB partner or a substantial number of our distributors or AIB partners terminated their relationship with us, decided to market our competitors’ products over our products or decided not to market our products at all, our ability to bring our products to market would be impacted and we would be materially adversely affected. We extend credit to certain of our distributors and AIB partners. If we are unable to collect accounts receivable from our significant distributors and/or AIB partners or incur higher allowances for credit losses, it could have a material adverse effect on our business. If we are unable to manage the risks related to the use of our third-party distributors and AIB partners or offer appropriate incentives to focus them on the sale of our products, our business could be materially adversely affected.

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Additionally, distributors and AIB partners typically maintain an inventory of our products. In most instances, our agreements with distributors protect their inventory of our products against price reductions, as well as provide return rights for any product that we have removed from our price book that is less than 12 months older than the manufacturing date. Some agreements with our distributors also contain standard stock rotation provisions permitting limited levels of product returns. Our agreements with AIB partners protect their inventory of our products against price reductions. In the event of a significant decline in the price of our products, the price protection rights we offer would materially adversely affect us because our revenue and corresponding gross margin would decline.

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Our business depends on the proper functioning of our internal business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.

We rely upon a number of internal business processes and information systems to support key business functions, and the efficient operation of these processes and systems is critical to our business. Our business processes and information systems need to be sufficiently scalable to support the growth of our business and may require modifications or upgrades that expose us to a number of operational risks. As such, our information systems will continually evolve and adapt in order to meet our business needs. These changes may be costly and disruptive to our operations and could impose substantial demands on management time.

These changes may also require changes in our information systems, modification of internal control procedures and significant training of employees and third-party resources. We continuously work on simplifying our information systems and applications through consolidation and standardization efforts. There can be no assurance that our business and operations will not experience any disruption in connection with this transition. Our information technology systems, and those of third-party information technology providers or business partners, may also be vulnerable to damage or disruption caused by circumstances beyond our control including catastrophic events, power anomalies or outages, natural disasters, viruses or malware, cyberattacks, insider threat attacks, unauthorized system or data modifications, data breaches and computer system or network failures, exposing us to significant cost, reputational harm and disruption or damage to our business.

In addition, as our IT environment continues to evolve, we are embracing new ways of communicating and sharing data internally and externally with customers and partners using methods such as mobility and the cloud that can promote business efficiency. However, these practices can also result in a more distributed IT environment, making it more difficult for us to maintain visibility and control over internal and external users, and meet scalability and administrative requirements. If our security controls cannot keep pace with the speed of these changes or if we are not able to meet regulatory and compliance requirements, our business would be materially adversely affected.

If our products are not compatible with some or all industry-standard software and hardware, we could be materially adversely affected.

Our products may not be fully compatible with some or all industry-standard software and hardware. Further, we may be unsuccessful in correcting any such compatibility problems in a timely manner. If our customers are unable to achieve compatibility with software or hardware, we could be materially adversely affected. In addition, the mere announcement of an incompatibility problem relating to our products could have a material adverse effect on our business.

Costs related to defective products could have a material adverse effect on us.

Products as complex as those we offer may contain defects or failures when first introduced or when new versions or enhancements to existing products are released. We cannot assure you that, despite our testing procedures, errors will not be found in new products or releases after commencement of commercial shipments in the future, which could result in loss of or delay in market acceptance of our products, material recall and replacement costs, loss of revenue, writing down the inventory of defective products, the diversion of the attention of our engineering personnel from product development efforts, defending against litigation related to defective products or related liabilities, including property damage, personal injury, damage to our reputation in the industry and loss of data or intangible property, and could adversely affect our relationships with our customers. In addition, we may have difficulty identifying the end customers of the defective products in the field. As a result, we could incur substantial costs to implement modifications to correct defects. Any of these problems could materially adversely affect our business.

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We could be subject to potential product liability claims if one of our products causes, or merely appears to have caused, an injury, whether tangible or intangible. Claims may be made by consumers or others selling our products, and we may be subject to claims against us even if an alleged injury is due to the actions of others. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could have a material adverse effect on our business.

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If we fail to maintain the efficiency of our supply chain as we respond to changes in customer demand for our products, our business could be materially adversely affected.

Our ability to meet customer demand for our products depends, in part, on our ability to deliver the products our customers want on a timely basis. Accordingly, we rely on our supply chain for the manufacturing, distribution and fulfillment of our products. As we continue to grow our business, expand to high-growth adjacent markets, acquire new customers and strengthen relationships with existing customers, the efficiency of our supply chain will become increasingly important because many of our customers tend to have specific requirements for particular products, geographic requirements, and specific time-frames in which they require delivery of these products. If we are unable to consistently deliver the right products to our customers on a timely basis in the right locations, our customers may reduce the quantities they order from us, which could have a material adverse effect on our business.

We outsource to third parties certain supply-chain logistics functions, including portions of our product distribution, transportation management and information technology support services.

We rely on third-party providers to operate our regional product distribution centers and to manage the transportation of our work-in-process and finished products among our facilities, to our third-party manufacturers and to our customers. In addition, we rely on third parties to provide certain information technology services to us, including help desk support, desktop application services, business and software support applications, server and storage administration, data center operations, database administration and voice, video and remote access. We cannot guarantee that these providers will fulfill their respective responsibilities in a timely manner in accordance with the contract terms, in which case our internal operations and the distribution of our products to our customers could be materially adversely affected. Also, we cannot guarantee that our contracts with these third-party providers will be renewed, in which case we would have to transition these functions in-house or secure new providers, which could have a material adverse effect on our business if the transition is not executed appropriately.

Our inability to effectively control the sales of our products on the gray market could have a material adverse effect on us.

We market and sell our products ~~directly~~through toa ~~OEMs~~global, ~~and~~multi-tier ~~through~~network of authorized ~~third-party~~ distributors, resellers and OEMs. ~~From~~Despite ~~time~~programmatic tocontrols, ~~time~~audits and contractual restrictions, our ~~products~~pricing ~~are~~programs ~~diverted~~may ~~from~~be ~~our~~misused, ~~authorized~~and ~~distribution~~unauthorized ~~channels~~resellers ~~and~~or ~~are~~unauthorized ~~sold~~resale can occur on the “gray market.”. ~~Our~~Gray ~~inability to control gray~~ market activities could result in customer satisfaction issues because any time products are purchased outside our authorized distribution channels there is a risk that our customers are buying counterfeit or substandard products, including products that may have been altered, mishandled or damaged, or are used products represented as new. ~~Additionally,~~These ~~products~~substandard ~~acquired on the~~ gray market orproducts ~~through~~may ~~other~~have ~~unauthorized channels are at~~ higher ~~risk of being re~~-~~sold to prohibited end~~than-~~users,~~expected ~~misused,~~failure rates and ~~deployed~~as ~~for~~a ~~uses~~result, ~~that~~we domay ~~not~~face ~~align~~brand ~~with~~protection ~~AMD’s ethics~~risks, reputational ~~values~~harm or ~~compliance~~unauthorized ~~standards~~warranty claims. Gray market products result in shadow inventory that is not visible to us, making it difficult to forecast demand accurately. Also, when gray market products enter the market, we and our distribution channels compete with these heavily discounted gray market products, which adversely affects demand for our products and negatively impacts our margins. We also face risks of product diversion into restricted markets, including reexports or sales to prohibited end users/end uses. Products acquired on the gray market or through other unauthorized channels are at higher risk of being re-sold to prohibited end-users, misused, and deployed for uses that do not align with AMD’s ethics, values or compliance standards. Despite our compliance programs and procedures for mitigating these risks through customer and transaction screening, distributor audits, law enforcement and NGO cooperation and export control compliance (including licensing where required), we may not fully eliminate these risks.

2729

Table of Conten t s

Climate change may have aan ~~long-term~~ impact on our business.

Climate change may ~~have~~adversely anaffect ~~adverse impact on~~ our business, ~~and~~as ~~the~~well ~~business~~as that of our suppliers and customers. ~~Global~~Increasing ~~climate~~frequency ~~change~~and ~~may~~severity ~~result~~of ~~in certain~~ natural disasters and climate-related events ~~occurring~~could ~~with increasing frequency and severity and its physical~~ impact on the major regions where we have operations ~~has~~and ~~the~~could ~~potential to~~ disrupt our business and ~~those~~that of our customers and suppliers. Our headquarters and some of our operations and facilities are located in areas that are susceptible to earthquakes and tsunamis, wildfires, extreme storms, flooding, extreme heat, drought, freezing, tropical cyclones and other natural disasters. Water and energy availability and reliability in the regions where we have facilities and where our suppliers and customers have operations is important to our business. Certain natural disasters, ~~including drought, wildfires, storms, sea-level rise and flooding~~ could disrupt our operations and our suppliers’ or customers’ operations, including by disrupting, the availability of energy or water necessary for the operations of our business or those of our suppliers and customers. Global climate change is also resulting in chronic changes that result in certain natural disasters occurring more frequently or with greater intensity, which could disrupt our operations, or the operations of our third parties. Such disruptions could ~~cause~~interrupt ~~delays in manufacturing or shipping~~ our ~~products, affect our~~ supply chain, delay manufacturing and ~~may~~product ~~result~~shipments, inlead ~~the~~to a loss of business, and ~~additional~~higher costs to maintain or ~~resume~~restore operations, any of which could adversely affect our business and ~~results~~operating ~~of operation~~results. WeSupply ~~may also experience contractual disputes relating to supply~~ chain delays resulting from climate change related disruptions, ~~which~~may ~~could~~lead ~~result~~to incontractual ~~increased~~disputes, litigation and increasing costs. Data centers depend on access to clean water and reliable energy,. ~~thus~~Customers’ ~~potential~~ability ~~power~~to orobtain ~~water~~sufficient ~~shortages~~energy ~~could~~capacity ~~impair~~to ~~our~~meet ~~customers’~~demand ~~ability~~is toa ~~expand~~complicated, ~~their~~multi-year ~~data~~process ~~center~~that ~~capacity~~involves regulatory and ~~consume~~technical ~~our~~challenges. ~~products~~If ~~and~~customers ~~services~~cannot secure sufficient power or water, ~~which~~or inexperience ~~turn~~outages ~~could~~or ~~adversely~~shortages ~~impact~~of ~~our~~these ~~ability~~resources, they may be unable to ~~generate~~expand ~~revenue~~their data center capacity and may reduce or stop purchases from us.

Although we maintain ~~insurance coverage for a variety of~~ property, casualty, and other ~~risks~~insurance, ~~the~~coverage ~~types~~varies ~~and~~by ~~amounts of insurance we obtain vary depending on coverage~~type, availability and cost. Some of our policies have large deductibles and broad exclusions. Additionally, our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be ~~large~~significant, which could materially harm our results of operations and financial condition.

Our business and the business of our suppliers and customers may also be subject to current and future climate-related regulations, ~~and~~ contract terms, and ~~may be subject to additional regulations and contract terms and~~ lawsuits ~~in the future~~. ~~New~~Increased ~~increased~~ regulations ~~regarding~~on carbon taxes, greenhouse gas emissions, fuel or energy taxes ~~and other climate-related risks~~ will likely result in greater costs~~; for example~~, such as athrough ~~result of~~ carbon pricing ~~impacts~~impact on ~~electrical~~ utilities ~~and/~~or ~~necessitating~~through ~~that~~requiring wegreater ~~purchase more~~ renewable energy purchases than otherwise planned. Our supply chain manufacturing suppliers may be exposed to increased costs of doing business should they be affected by new climate-related expectations such as those affecting abatement equipment, renewable energy, and/or alter production processes and materials selections. The additional compliance costs incurred by our suppliers may be passed on to us and result in greater indirect costs to us. These costs and restrictions could materially harm our business and results of operations by increasing our expenses, impacting our reputation if there is actual or perceived non-compliance, or requiring us to alter our operations and products. The long-term effects of climate change on the global economy and the technology industry are unclear but could be severe. Additionally, we are or expect to be subject to various new or proposed climate-related disclosure requirements and we expect to incur costs and resources in order to comply. Failure to accurately comply with such reporting obligations may result in enforcement actions, reputational harm or private litigation that could have a material adverse effect on us.

Our supply chain manufacturing suppliers may incur increased costs of doing business should they be affected by new climate-related expectations such as those affecting abatement equipment, renewable energy, and/or alter production processes and materials selections. The additional compliance costs incurred by our suppliers may be passed on to us and result in greater indirect costs to us. These costs and restrictions could materially harm our business and results of operations by increasing our expenses, damaging our reputation for actual or perceived non-compliance, or requiring us to alter our operations and products. The long-term effects of climate change on the global economy and the technology industry are unclear but could be severe. Additionally, we are or expect to be subject to various new or proposed climate-related disclosure requirements and we expect to incur costs and resources in order to comply. Failure to comply with such reporting obligations may result in enforcement actions, litigation or reputational harm and could have a material adverse effect on us.

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Legal and Regulatory Risks

Government actions and regulations such as export regulations, import tariffs, and trade protection measures may limit our ability to export our products to certain customers.

We ~~have~~are ~~equity~~subject ~~interests~~to inU.S. ~~two~~laws ~~joint~~and ~~ventures (collectively~~regulations, including the ~~THATIC~~Export ~~JV)~~Administration ~~with~~Regulations ~~Higon Information Technology Co., Ltd.~~ (~~THATIC~~EAR), aadministered ~~third-party~~by ~~Chinese entity. In June 2019,~~ the Bureau of Industry and Security (BIS) of the ~~United~~U.S. ~~States~~ Department of Commerce, ~~added~~which ~~certain~~restrict ~~Chinese entities to~~ the ~~Entity~~export ~~List,~~of ~~including~~certain ~~THATIC~~products and ~~the~~technologies ~~THATIC JV. Since that time, the United States administration has called for changes~~ to ~~domestic~~certain ~~and foreign policy~~countries, including ~~policies with respect to~~ China, ~~and~~ Russia~~. Specifically~~, ~~United States-China trade relations remain uncertain as the United States continues to add more Chinese companies to the Entity List~~ and ~~more regulations targeted to advanced computing~~Belarus, ~~semiconductor~~among ~~manufacturing, and emerging technologies such as AI~~others. ~~Further,~~These ~~the~~restrictions ~~United~~may ~~States~~limit ~~and~~our ~~other~~ability ~~countries and coalitions have issued sanctions and revisions~~ to ~~export~~sell ~~control~~certain ~~and~~products ~~other~~or ~~regulations~~technologies ~~against~~in ~~Russia,~~these ~~Belarus~~markets ~~and~~or ~~the DNR and LNR regions of Ukraine, due~~ to ~~the~~certain ~~conflict in Ukraine~~customers.

28Evolving U.S. government policy toward semiconductor exports, particularly in the context of national security and foreign policy priorities could adversely affect our business. In October 2023, the Bureau of Industry and Security (BIS) of the United States Department of Commerce issued requirements for the export of certain advanced computing items to a party headquartered in, or with an ultimate parent headquartered in, any of Country Groups D1, D4 or D5, including China (a D5 Country). These controls prevent us from shipping certain AMD Instinct™ integrated circuits and certain AMD Versal™ FPGAs to China, or to customers outside of the United States who are headquartered in—or whose ultimate parent is headquartered in—a D5 Country, without a license. BIS may not timely update performance-based licensing thresholds in the 2023 export requirements and/or may issue new licensing requirements and regulatory controls in the future. Accordingly, there is a risk that new products which exceed current licensing thresholds, or even those below current licensing thresholds, may not succeed because BIS could determine they are subject to licensing requirements. U.S. export restrictions on semiconductors and semiconductor technology to China and Chinese customers negatively impact our ability to sell to customers in China and make it easier for our China-based competitors to develop and sell their own solutions and reduce the need for our products. In April 2025, the U.S. government implemented a new license requirement for the export of certain semiconductor products to a D5 Country, and to companies headquartered in, or with an ultimate parent located in such D5 Country. This restriction impacts our AMD Instinct™ MI308 products. As a result of the restriction, we incurred approximately $800 million in inventory and related charges in the second quarter of 2025. We applied for and were granted some licenses by the U.S. government that allow us to ship our MI308 products to certain China-based customers. During the fourth quarter of fiscal year 2025, we began shipping products and reversed approximately $360 million of the charges recorded earlier in the year. Sales of our MI308 products into China depend on customer demand, China’s import control rules and our ability to obtain licenses. In August 2025, U.S. government officials expressed an expectation that the U.S. government will receive 15% of the revenue generated from licensed MI308 sales to China. However, to date, the U.S. government has not published a regulation establishing such requirement. Any request for a percentage of the revenue by the U.S. government could subject us to litigation, increase our costs and harm our competitive position and benefit competitors that are not subject to such arrangements.

Additional export restrictions imposed in the future may not only impact our ability to serve China but could also impact our ability to serve other markets. If any new export controls impact more of our products, we may be unable to sell our inventory of such products and we may further incur inventory and related charges since there is no assurance that the U.S. government will grant licenses at all or in a timely manner. Even if we are granted licenses, the licenses may be temporary or could impose onerous conditions for us or our customers. If we are not granted licenses, we may be unable to develop a competitive product for the China market that is not subject to licensing requirements. Limits on sales of our offerings in the China market due to export controls could impact our competitive position compared to domestic Chinese competitors and other companies or competitors not subject to the same restrictions. As such, we could lose market position and our business, operating results, and financial condition would be adversely impacted.

In January 2025, BIS issued a final rule, commonly referred to as the “AI Diffusion Rule,” that would have imposed new restrictions on the export, reexport and in-country transfer of certain advanced semiconductor devices and technology. In May 2025, BIS announced its intention to rescind the AI Diffusion Rule, publish a regulation formalizing the rescission, and issue replacement rules in the future. The replacement rules may limit our ability to engage in certain business transactions, require new export licenses, delay shipments, or necessitate changes in our compliance processes and product designs to ensure regulatory compliance. Additionally, BIS’s announced plans introduce uncertainty as we evaluate whether specific products, technologies, or software fall within the scope of any new restrictions, and whether BIS will grant licenses in a timely matter or at all. Compliance with the planned or existing rules could result in increased costs, disruption of key customer and supplier relationships, loss of competitive positioning in international markets or reputational harm.

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InThe ~~October~~implementation ~~2023,~~or ~~BIS~~increase ~~issued~~of ~~new~~any ~~requirements~~tariffs, ~~for~~trade ~~certain~~protection ~~advanced~~measures ~~computing~~or ~~items~~restrictions, ~~that~~or ~~apply~~retaliatory toactions ~~the~~from ~~export~~foreign ofgovernments ~~products~~could ~~classified~~result ~~ECCN 3A090 or 4A090 to a party headquartered~~ in, orlost ~~with~~sales anand ~~ultimate~~adversely ~~parent~~impact ~~headquartered~~our ~~in,~~reputation ~~any~~and ofbusiness. ~~Country~~The ~~Groups~~U.S. ~~D1,~~government D4has instituted or ~~D5,~~proposed ~~including~~changes ~~China.~~in ~~These~~trade ~~controls~~policies ~~prevent~~that usinclude ~~from~~higher ~~shipping~~tariffs ~~certain~~on ~~AMD~~imports ~~Instinct™~~into ~~integrated~~the ~~circuits~~U.S. and ~~certain~~other ~~AMD~~government ~~Versal™~~regulations ~~FPGAs~~affecting totrade ~~China,~~between ~~or to customers outside of~~ the United States ~~whose~~and ~~ultimate~~other ~~parent~~countries iswhere ~~headquartered~~we inconduct aour D5business. ~~country~~Such ~~(including~~changes ~~China),~~to ~~without a license~~U.S. ~~These~~trade ~~controls~~policy ~~also~~have ~~require~~the uspotential to ~~file~~adversely aimpact ~~Notified~~the ~~Advanced~~U.S. ~~Computing~~economy ~~(NAC)~~or ~~notification~~sectors ~~with~~thereof ~~BIS~~and 25could ~~days~~significantly ~~before~~impact ~~shipping~~our ~~certain Versal FPGAs to China~~business, orin toparticular ~~customers~~the ~~outside~~import of ~~the~~products ~~United~~used ~~States~~in ~~whose~~our ~~ultimate~~business ~~parent~~that isare ~~headquartered~~manufactured inoutside athe D5U.S. ~~country~~Any ~~(including~~retaliatory ~~China).~~actions ~~The~~by ~~NAC~~affected ~~notification~~countries ~~process~~and foreign governments could result in ~~BIS~~tariffs, ~~prohibiting~~trade aprotection ~~shipment~~measures or ~~requiring~~other arestrictions ~~license~~imposed ~~application~~on ~~before~~our ~~shipping~~current aand ~~product~~future ~~that~~products. isOur ~~the~~customers’ ~~subject~~costs of adoing ~~NAC~~business ~~notification. BIS~~ may ~~issue~~increase ~~new~~or ~~licensing~~their ~~requirements~~sales ~~and~~may ~~regulatory~~be ~~controls~~negatively ~~in the future~~affected. ~~Even~~As ~~new~~such, ~~products~~customer ~~that~~demand ~~fall~~for ~~below~~our ~~the~~products ~~licensing thresholds~~ may ~~not~~decline, bewhich ~~successful~~could ~~because~~adversely weimpact ~~have~~our noability ~~assurances BIS will agree that the alternative products are not subject~~ to ~~the~~generate ~~new~~revenue ~~licensing~~and ~~requirements~~result orin ~~that~~inventory ~~future~~impairment ~~regulations will not control the alternative products~~changes. AFor ~~significant~~instance, ~~trade disruption or the establishment or increase of any~~ tariffs, ~~trade~~on ~~protection~~hardware ~~measures~~required orfor ~~restrictions,~~data orcenters ~~retaliatory actions from foreign governments~~ could ~~result~~raise incosts ~~lost~~for ~~sales adversely impacting~~ our ~~reputation and business. There is also a possibility of future tariffs~~customers, ~~trade~~potentially ~~protection~~causing ~~measures,~~them ~~import~~to ordelay ~~export regulations~~ or ~~other~~cancel ~~restrictions~~AI ~~imposed~~infrastructure oninvestments. ~~our current and future products~~Further, ~~customers,~~to orthe ~~suppliers~~extent bythat the United States, China or other countries ~~that~~seek ~~could~~to ~~have~~promote aproducts ~~material~~that ~~adverse~~are ~~effect~~produced ondomestically ~~our~~or ~~business.~~reduce ~~New~~their ~~export~~dependence ~~control~~on ~~restrictions~~products ~~may adversely impact the ability of our research and development teams located outside of the United States~~ from ~~executing~~another ~~our~~country, ~~product~~they ~~roadmaps~~may inimplement aregulations ~~timely manner~~ or atpolicies ~~all.~~that Inmay ~~addition,~~negatively ~~deemed export restrictions could further~~ affect our ~~ability to provide services or develop products in the United States~~business.

~~United~~The ~~States export control regulations include restrictions or prohibitions on the sale or supply of certain AI technologies to~~ United States ~~embargoed~~and orother ~~sanctioned~~ countries,’ ~~governments,~~export ~~persons~~control ~~and entities. If there are changes to those~~ regulations, orcontinue to ~~the~~focus ~~categorization~~on oftargeting ~~our~~semiconductors ~~products~~associated ~~under~~with ~~those regulations~~AI, ~~our~~including ~~ability~~GPUs toand ~~sell~~associated ~~our~~ products and services, ~~outside~~by ~~the~~restricting ~~United~~or ~~States~~prohibiting ~~may~~their beunlicensed ~~harmed.~~sale ~~The~~or ~~United~~supply ~~States and its allies continue~~ to ~~focus~~U.S. onembargoed ~~export~~or ~~restrictions~~sanctioned ~~targeting~~countries, ~~semiconductors associated with AI~~governments, ~~including~~persons ~~GPUs~~ and ~~associated products and services~~entities. The United States has imposed unilateral controls restricting GPUs and associated products, and ~~in the future~~ is likely to further adopt other unilateral or multilateral controls. The scope and application of such controls have been and may ~~again~~continue to be ~~very~~ broad, which may prohibit us from exporting or providing access to our products to ~~any or all~~ customers in one or more markets, including but not limited to China, and could negatively impact our manufacturing, testing and warehousing locations, or could impose other conditions that limit our ability to meet demand abroad. If ~~these~~ export controls targeting semiconductors associated with AI including GPUs and associated products and services are further tightened, or the classification of our products under those controls’ changes, our ability to export our technology, products or services could be further restricted. We may also be at a competitive disadvantage if our competitors are not subject to the same or similar restrictions. ~~Additionally,~~or ~~such~~classifications. Such export controls have, and may in the future, subject downstream recipients of our products to additional restrictions on the use, resale, repair or transfer of our products and may have a material adverse effect on us. New export control restrictions may adversely impact the ability of our research and development teams located outside of the United States from executing our product roadmaps in a timely manner or at all. In addition, deemed export restrictions could further affect our ability to provide services or develop products in the United States. Continued changes to export control regulations that we are subject to, or changes to their interpretation and enforcement, could result in greater compliance costs and other compliance burdens on our business and our customers which could adversely impact our business. Export controls have and may continue to encourage customers in China and other markets subject to those controls to pursue alternatives to U.S. semiconductors for their product designs to limit compliance burdens and potential impact on their product roadmaps. From time to time, governments provide incentives or make other investments that could benefit and give a competitive advantage to our competitors. Government incentives may not be available to us on acceptable terms or at all. If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors’ relative position and have a material adverse effect on our business.

Table of Conten t s

We have equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity. In June 2019, BIS added certain Chinese entities to the Entity List, including THATIC and the THATIC JV. Since that time, the United States administration has called for changes to domestic and foreign policy, including policies with respect to China and Russia. Specifically, United States-China trade relations remain uncertain as the United States continues to add more Chinese companies to the Entity List and introduce new regulations on advanced computing, semiconductor manufacturing, and AI, while China has imposed retaliatory tariffs. Moreover, as the U.S. government continues adding companies to the Entity List, our supply chain may be negatively impacted as we may be required to suspend purchasing from such suppliers or selling to such customers or otherwise unable to fulfill our contractual obligations to them. For example, in September 2025, BIS issued a new rule designating any entity that is at least 50% owned by one or more entities on the Entity List will be subject to Entity List restrictions and this rule similarly applies to entities at least 50% owned by listed “military end users” and certain sanctioned parties. In October 2025, the U.S. government announced that it planned to suspend enforcement of this new rule for one year. However, the restrictions can be reimposed at any time. These restrictive governmental actions and any similar measures that may be imposed on U.S. companies by other governments, especially in light of ongoing trade tensions with U.S. trading partners, will likely limit or prevent us from doing business with certain of our customers or suppliers and harm our ability to compete effectively or otherwise negatively affect our ability to sell our products. If we were ever found to have violated these laws or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to penalties, which could adversely affect our reputation, business, operating results and financial condition.

We may, from time to time, receive technical data from third parties that is subject to the International Traffic and Arms Regulations (ITAR), which are administered by the U.S. Department of State. Export Administration Regulation (EAR) governs the export and re-export of certain AMD products, including FPGAs, as well as the transfer of related technologies or provision of services, whether in the U.S. or abroad. We are required to maintain an internal compliance program and security infrastructure to meet EAR and ITAR requirements. An inability to obtain the required export licenses, or to predict when or pursuant to which conditions they will be granted, increases the difficulties of forecasting shipments. When we file license applications or Notification Advanced Computing (NAC) exception notices we have no assurance that BIS will grant any exemptions or licenses or that the BIS will act on the filings in a timely manner. Even if BIS grants a requested license, the license may come with burdensome conditions that we cannot or decide not to fulfill. In addition, security or compliance program failures that could result in penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to overseas customers, could have a material adverse effect on our business, financial condition and/or operating results.

If we cannot realize our deferred tax assets, our results of operations could be adversely affected.

Our deferred tax assets include ~~net operating losses and~~ tax credit carryforwards that can be used to offset taxable income and reduce income taxes payable in future periods. Each quarter, we consider both positive and negative evidence to determine whether all or a portion of the deferred tax assets are more likely than not to be realized. If we determine that some or all of our deferred tax assets are not realizable, it could result in a material expense in the period in which this determination is made which may have a material adverse effect on our financial condition and results of operations.

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In addition, a significant amount of our deferred tax assets related to net operating losses or tax credits which remain under a valuation allowance could be subject to limitations under Internal Revenue Code Section 382 or 383, separate return loss year rules, or dual consolidated loss rules. The limitations could reduce our ability to utilize the net operating losses or tax credits before the expiration of the tax attributes.

Our business is subject to potential tax liabilities, and exposure to greater-than-anticipated income tax liabilities as a result of changes in tax rules and regulations, changes in interpretation of tax rules and regulations, or unfavorable assessments from tax audits, could affect our effective tax rates, financial condition, and results of operations.

We are a U.S.-based multinational company subject to income tax, indirect tax or other tax claims in multiple U.S. and foreign tax jurisdictions in which we conduct business. Significant judgment is required in determining our worldwide provision for income taxes. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Any changes to tax laws could have a material adverse effect on our tax obligations and effective tax rate. Our income tax obligations could be affected by many factors, including, but not limited to, changes to our corporate operating structure, intercompany arrangements, and tax planning strategies.

Our income tax expense is computed based on tax rates enacted at the time of the respective financial period. Our future effective tax rates, financial condition and results from operations could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in the tax rules and regulations or the interpretation of tax rules and regulations in the jurisdictions in which we do business or by changes in the valuation of our deferred tax assets. Many countries have implemented legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely “Pillar One” and “Pillar Two”). Many countries we do business in have implemented laws based on Pillar Two, which may materially adversely impact our provision for income taxes, net income and cash flows. As a result of this heightened scrutiny, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to review and inquiry, which could also result in changes in tax policies or existing tax rulings, and may have a material adverse effect on us.33

Table of Conten t s

Our income tax expense is computed based on tax rates enacted at the time of the respective financial period. Our future effective tax rates, financial condition and results from operations could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in the tax rules and regulations or the interpretation of tax rules and regulations in the jurisdictions in which we do business or by changes in the valuation of our deferred tax assets. Many countries have implemented legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely “Pillar One” and “Pillar Two”). In January 2026, the OECD released a "side-by-side" package introducing new safe harbors and providing an exemption for U.S.-based multinational companies from parts of the global minimum tax framework. This guidance is intended to simplify compliance with a permanent simplified Effective Tax Rate safe harbor, a one-year extension of the transitional Country-by-Country Reporting safe harbor and reinforce the role of Qualified Domestic Minimum Top-up Taxes (QDMTT). While these rules are generally favorable to the Company, they need to be adopted by each country to be considered enacted for financial accounting purposes. As new guidance becomes available in each country, we will continue to evaluate the impact of the proposed and enacted legislative changes to our effective tax rate and cash flows.

In addition, we are subject to examinations of our income tax returns by domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from the current examinations. There can be no assurance that the final determination of any of these examinations will not have an adverse effect on our effective tax rates, financial condition, and results of operations.

In the ordinary course of our business, there are many transactions and calculations where the ultimate income tax, indirect tax, or other tax determination is uncertain. Although we believe our tax estimates are reasonable, we cannot assure that the final determination of any tax audits or litigation will not be materially different from that which is reflected in historical tax provisions and accruals. Should additional taxes be assessed as a result of an audit, assessment or litigation, there could be a material adverse effect on our cash, tax provisions and results of operations in the period or periods for which that determination is made.

We are party to litigation and may become a party to other claims or litigation that could cause us to incur substantial costs or pay substantial damages or prohibit us from selling our products.

From time to time, we are a defendant or plaintiff in various legal actions, as described in Note 1812 - Commitments and Contingencies of the Notes to our Consolidated Financial Statements. For example, we have been subject to certain claims concerning federal securities laws and corporate governance. Our products are purchased by and/or used by consumers, which could increase our exposure to consumer actions such as product liability claims and consumer class action claims. On occasion, we receive claims that individuals were allegedly exposed to substances used in our former semiconductor wafer manufacturing facilities and that this alleged exposure caused harm. Litigation can involve complex factual and legal questions, and its outcome is uncertain. It is possible that if a claim is successfully asserted against us, it could result in the payment of damages that could be material to our business.

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With respect to intellectual property litigation, from time to time, we have been notified of, or third parties may bring or have brought, actions against us and/or against our customers based on allegations that we are infringing the intellectual property rights of others, contributing to or inducing the infringement of the intellectual property rights of others, improperly claiming ownership of intellectual property or otherwise improperly using the intellectual property of others. If any such claims are asserted, we may seek to obtain a license under the third parties’ intellectual property rights. We cannot assure you that we will be able to obtain all of the necessary licenses on satisfactory terms, if at all. These parties may file lawsuits against us or our customers seeking damages (potentially up to and including treble damages) or an injunction against the sale of products that incorporate allegedly infringed intellectual property or against the operation of our business as presently conducted, which could result in our having to stop the sale of some of our products or to increase the costs of selling some of our products or which could damage our reputation. The award of damages, including material royalty payments, or other types of damages, or the entry of an injunction against the manufacture and sale of some or all of our products could have a material adverse effect on us. We could decide, in the alternative, to redesign our products or to resort to litigation to challenge such claims. Such challenges could be extremely expensive and time-consuming regardless of their merit, could cause delays in product release or shipment and/or could have a material adverse effect on us. We cannot assure you that litigation related to our intellectual property rights or the intellectual property rights of others can always be avoided or successfully concluded.

Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations, which could have a material adverse effect on us.

We are subject to environmental laws, conflict minerals regulations, as well as a variety of other laws or regulations that could result in additional costs and liabilities.

Our operations and properties are subject to various United States and foreign laws and regulations, including those relating to materials used in our products and the manufacturing processes of our products, discharge of pollutants into the environment, the treatment, transport, storage and disposal of solid and hazardous wastes and remediation of contamination. In addition, our operations and those of our suppliers are further governed by regulations prohibiting the use of forced labor (e.g., mining conflict materials), and restrictions on other materials, as well as laws or regulations governing the operation of our facilities, sale and distribution of our products, and real property. For the manufacturing of our products, these laws and regulations require our suppliers to obtain permits for operations, including the discharge of air pollutants and wastewater. Although our management systems are designed to oversee our suppliers’ compliance, we cannot assure you that our suppliers have been or will be in complete compliance with such laws, regulations and permits. If our suppliers violate or fail to comply with any of them, a range of consequences could result, including fines, suspension of production, alteration of manufacturing processes, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions. Such non-compliance from our manufacturing suppliers could result in disruptions in supply, higher sourcing costs, and/or reputational damage for us. We could also be held liable for any and all consequences arising out of exposure to hazardous materials used, stored, released, disposed of by us or located at, under or emanating from our current or former facilities or other environmental or natural resource damage. We have been named as a responsible party at three Superfund sites in Sunnyvale, California and we are subject to Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board relating to the three sites and we have entered into settlement agreements with other responsible parties on two of the orders. During the term of such agreements, other parties have agreed to assume most of the foreseeable costs as well as the primary role in conducting remediation activities under the orders. We remain responsible for additional costs beyond the scope of the agreements as well as all remaining costs in the event that the other parties do not fulfill their obligations under the settlement agreements. The progress of future remediation efforts cannot be predicted with certainty and these costs may change. Although we have not been, we could be named a potentially responsible party at other Superfund or contaminated sites in the future. In addition, contamination that has not been identified could exist at our other facilities.

Future environmental legal requirements may become more stringent or costly. As such, the costs of complying with current and future environmental and health and safety laws, and our liabilities arising from past and future releases of, or exposure to, hazardous substances may increase and could have a material adverse effect on us.

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Environmental laws are complex, change frequently and tend to become more stringent over time. For example, the European Union (EU) and China are among a growing number of jurisdictions that have enacted restrictions on the use of lead and other materials in electronic products. These regulations affect semiconductor devices and packaging. As regulations restricting materials in electronic products continue to increase around the world, there is a risk that the cost, quality and manufacturing yields of products that are subject to these restrictions may be less favorable compared to products that are not subject to such restrictions, or that the transition to compliant products may not meet customer roadmaps, or produce sudden changes in demand, which may result in excess inventory. Jurisdictions including the EU, Australia, California and China are developing or have finalized market entry or public procurement regulations for computers and servers based on ENERGY STAR specifications, and the like, as well as additional energy consumption limits. Certain of our products may be excluded from some of these markets which could materially adversely affect us. We incur costs associated with complying with conflict minerals reporting requirements to our customers and the SEC. In addition to the SEC regulation, the EU, China and other jurisdictions are developing new policies focused on conflict minerals that may impact and increase the cost of our compliance program. Customers are increasingly seeking information about the source of minerals used in our supply chain beyond those addressed in laws and regulations. Given the complexity of mineral supply chains, we may be unable to sufficiently verify the origins of the subject minerals and thus our reputation may be harmed. Moreover, we are likely to encounter challenges to satisfy customers who require that all of the components of our products be certified as “conflict free.” If we cannot satisfy these customers, they may choose a competitor’s products. In addition, new or increased regulations limiting the use of such components, or regulation regarding greenhouse gas emissions and climate change-related risks, could increase our energy costs, for example as a result of carbon pricing impacts on electrical utilities and/or necessitating that we purchase more renewable energy than otherwise planned. Our supply chain manufacturing suppliers may be exposed to increased cost of doing business should they be affected by new climate-related regulations, for example, affecting abatement equipment, renewable energy, and/or alter production processes and materials selections.

In addition to our Company, customers, governments and authorities continue to focus on eliminating risks of forced labor in supply chains which may increase the cost of our compliance program. Several customers have also issued expectations to eliminate these occurrences, if any, that may impact us. While we have a Human Rights Policy and management systems to identify and avoid these practices in our supply chain, we cannot guarantee that our suppliers will always be in conformance with laws and expectations. Our failure to satisfy customer expectations on forced and trafficked labor policies may result in these customers choosing a competitor’s product or enforcement liability and reputational challenges.

In addition, many governments have enacted laws around PII, such as the GDPR and the CCPA, and the failure to comply could result in sanctions or other actions by the governments. The GDPR imposes significant requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance.

New emerging technology trends, such as AI, require us to keep pace with evolving regulations and industry standards. Given the complexity and rapid development of AI, there are various current and proposed regulatory frameworks relating to the use of AI in products and services. For example, the EU AI Act was adopted in 2024 and its implementation will be phased in over the next few years. In other jurisdictions, similar legislation is being considered. Such laws and regulations may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with them. We expect that the legal and regulatory environment relating to emerging technologies such as AI will continue to develop and could increase ~~the~~costs ~~cost~~and burdens to us and our customers, delay or halt deployment of ~~doing~~new ~~business~~systems using our products, reduce the number for entrants and customers and create compliance risks and potential liability, all which may have a material adverse effect on our financial condition and results of operations. Governments are also considering the new issues in intellectual property law that AI creates, which could result in different intellectual property rights in technology we create with AI and development processes and procedures and could have a material adverse effect on our business.

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Evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters could result in additional costs, harm to our reputation and a loss of customers.

There are evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters including those involving the environment and climate, energy and water consumption, diversity and inclusion, human rights, governance and cybersecurity. Additionally, we are and expect to continue to be subject to various new and proposed climate-related and sustainability laws and requirements that may impact how we and our suppliers and customers conduct ~~business~~and or report on our business by requiring the disclosure and tracking of greenhouse gas emissions, climate change-related risks and other sustainability matters ~~related to our business~~. As ~~the nature, scope and complexity of~~ corporate responsibility reporting and disclosure requirements continue to evolve, we may incur additional compliance costs and indirect compliance costs ~~from~~that our customers and, suppliers ~~that~~may ~~are~~pass ~~passed~~ on to us. ~~In addition, certain corporate responsibility laws and regulations may require us to modify our business or supply chain in ways that are costly or less efficient.~~ Emerging legal and regulatory requirements in the various jurisdictions in which we operate, can be unpredictable, are subject to change, and may be difficult for us to comply with given the complexity of our supply chain and our outsourced manufacturing. As a result, we may be required to modify our business or supply chain in ways that are costly or less efficient. For example, the state of California has passed reporting requirements that will require corporations to report on climate data and risks, and these laws include data assurance requirements that entail third-party verifications. Our failure to comply, or the appearance of our failure to comply, with these legal and regulatory requirements can result in regulatory penalties, fines and legal liabilities, increase costs, and harm our reputation – any of which could materially adversely affect our business, financial condition and results of operation. While we have engaged, and ~~in the future~~ may continue to engage, in voluntary initiatives (such as voluntary disclosures, certifications, goals, or targets, among others) or commitments to improve our corporate responsibility profile and/or products or to respond to stakeholder expectations, such initiatives or achievement of such commitments may be costly, may not have the desired effect or may impact our reputation with other stakeholders and have a material adverse effect on our business.

For example, we have publicly announced certain corporate responsibility goals spanning multiple topics informed by input from various of our stakeholders, including customers, investors and employees. These goals, which reflect our current plans and aspirations based on known conditions, may change in the future or may not be achieved, as they are subject to various challenges, risks and expectations such as standards, processes, and methodologies that continue to evolve or emerge, and many of these matters are outside our control. Our progress towards some goals receives third-party limited assurance and not reasonable assurance, or may rely on receipt of others’ information and data that may not be subject to either third-party limited or reasonable assurance. Any failure to achieve such goals, failure to achieve these goals within the set timeframe, or in the ~~means expected, or the~~ perception by stakeholders of such failure to achieve these goals may result in reputational or financial harm. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain environmental, social and sustainability-related matters. Both advocates and opponents of environmental, social and sustainability matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism or litigation, it may require us to incur costs or otherwise adversely impact our business. Stakeholder groups may find our stated goals to be insufficiently responsive to the implications of issues, such as climate change, and any failure to set or achieve corporate responsibility initiatives that meet stakeholder expectations may result in loss of customers or in investors selling their shares, which could harm our reputation and could have a material adverse effect on our business.

33Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain environmental, social and governance matters. Both advocates and opponents of environmental, social and governance matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism or litigation, it may require us to incur costs or otherwise adversely impact our business. Stakeholder groups may find our stated goals to be insufficiently responsive to the implications of issues, and any failure to meet stakeholder expectations may result in loss of customers or in investors selling their shares, which could harm our reputation and could have a material adverse effect on our business.

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Issues related to the responsible use of AI may result in reputational, competitive and financial harm and liability.

We offer products that include capabilities to support AI deployment and we expect this part of our business to grow. As with many new emerging technologies, AI presents risks and challenges and increasing legal, social and ethical concerns relating to its responsible use that could affect the adoption of AI, and thus our business. Third-party misuse of AI applications, models, or solutions, or ineffective or inadequate AI development or deployment practices by us or our customers, could cause harm to individuals or society and impair the public’s acceptance of AI. Moreover, we may be subject to competitive harm, regulatory action and legal liability as a result of new and proposed legislation regulating AI, as well as new applications of existing data protection, privacy and intellectual property and other laws. Such regulations and changes thereto could cause us to incur greater compliance costs, could impact our ability to sell or the ability of our customers and users worldwide to acquire, deploy and use systems that include our AI-related products and services and reduce the number of customers, which could negatively impact our business and financial results. As there continues to be an increasing focus on risks related to AI technologies, there may be an increasing focus on regulatory restrictions that target products and services that enable or facilitate AI and that may negatively impact some of our AI-related products and services. If the AI-related products that we offer have unintended consequences, infringe intellectual property rights or rights of publicity, or are misused by our customers or are otherwise controversial due to their perceived or actual impact on human rights, privacy, cybersecurity, employment or other social, economic or political issues the public’s acceptance of AI may be impaired and this may also result in reputational, competitive and financial harm and liability to our business.

The agreements governing our notes, our guarantee of the Assumed Xilinx Notes, and ~~our~~the Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business.

The ~~indenture~~indentures governing our 3.924% Senior Notes due 2032, ~~and~~ 4.393% Senior Notes due 2052, ~~contains~~4.212% Senior Notes due 2026 and 4.319% Senior Notes due 2028 contain various covenants that limit our ability to, among other things: create liens on certain assets to secure debt, enter into certain sale and leaseback transactions; and consolidate with, merge into or sell, convey or lease all or substantially all of our assets to any other person.

We unconditionally guarantee, on a senior unsecured basis, Xilinx’s obligations under the Xilinx’s 2.375% Notes due 2030 (the Assumed Xilinx Notes). The supplemental indenture governing the Assumed Xilinx Notes also contain various covenants which limit our ability to, among other things, create certain liens on principal property or the capital stock of certain subsidiaries, enter into certain sale and leaseback transactions with respect to principal property, and consolidate or merge with, or convey, transfer or lease all or substantially all our assets, taken as a whole, to another person.

We also have an unsecured revolving credit facility in the aggregate principal amount of $3.0 billion (Revolving Credit Agreement). Our Revolving Credit Agreement contains various covenants which limit our ability to, among other things, incur liens; and consolidate or merge or sell our assets as an entirety or substantially as an entirety (in each case, except for certain customary exceptions). In addition, our Revolving Credit Agreement requires us to maintain a minimum consolidated interest coverage ratio at the end of each fiscal quarter. The agreement governing our convertible notes and our Revolving Credit Agreement contains provisions whereby a payment default or acceleration under certain agreements with respect to other material indebtedness would result in cross defaults under our convertible indenture or the Revolving Credit Agreement and allow note holders or the lenders under our Revolving Credit Agreement to declare all amounts outstanding under certain of our indentures or the Revolving Credit Agreement to be immediately due and payable. If the lenders under our Revolving Credit Agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings. Also, we enter into sale and factoring arrangements from time to time with respect to certain accounts receivables, which arrangements are non-recourse to us in the event that an account debtor fails to pay for credit-related reasons and are not included in our indebtedness.

Also, we enter into sale and factoring arrangements from time to time with respect to certain accounts receivables, which arrangements are non-recourse to us in the event that an account debtor fails to pay for credit-related reasons and are not included in our indebtedness. We ~~could~~may ~~become~~be ~~obligated~~required to ~~repurchase~~satisfy ~~such~~financial ~~accounts~~obligations ~~receivables or otherwise incur liability to the counterparties~~ under ~~these~~guarantees ~~arrangements~~and ~~under~~other ~~certain circumstances, such as where a~~ commercial ~~dispute arises between us and an account debtor~~commitments.

34From time to time, we enter into commercial arrangements such as long-term capacity purchase agreements, financial guarantees and leases to support customers’ or commercial partners’ infrastructure development. These arrangements may increase our exposure to counterparty risk, such as their inability to secure the necessary capital or financing, delays in project execution and downturns in their business, including insolvency. If we are required to satisfy our financial obligations under these commercial arrangements, our business, operating results, financial and condition may be adversely affected. 

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Merger, Acquisition, Divestiture, and Integration Risks

Acquisitions, joint ventures, and/or ~~strategic~~ investments, and the failure to integrate acquired businesses, may fail to materialize their anticipated benefits and could disrupt our business, which could adversely affect our results of operation and financial condition.

We have acquired and invested in businesses, and may continue to do so, that offer products, services and technologies that we believe will help expand our product offerings and services and grow our business in response to changing technologies, customer demands and competitive pressures. Acquisitions and joint ventures include numerous risks including, but not limited to: our inability to identify suitable opportunities in a timely manner or on terms acceptable to us; failure to complete a transaction in a timely manner, or at all; inability to obtain, or delay in obtaining, regulatory approvals or IP disputes or other litigation; difficulty in obtaining financing on terms acceptable to us or at all; and failure of a transaction to advance our business strategy or other unforeseen factors. For example, in ~~August~~March ~~2024~~2025, we completed our acquisition of ~~Silo~~ZT AISystems. OyWhile ~~(Silo AI), and~~ we ~~entered~~believe ~~into~~that anour ~~agreement~~acquisitions towill ~~acquire~~result ZTin ~~Group~~certain ~~Int’l~~benefits, ~~Inc.~~including ~~(ZT~~certain ~~Systems)~~operational synergies, ~~which~~accretion isand ~~currently~~cost ~~expected~~efficiencies, toand ~~close~~drive inproduct ~~the first half of 2025~~innovations, ~~subject~~achieving tothese ~~certain~~anticipated ~~regulatory~~benefits ~~approvals~~depends ~~and~~on ~~other~~our ~~customary closing conditions. Our~~ ability to ~~realize~~successfully ~~any~~integrate of the ~~anticipated~~acquired ~~benefits~~businesses ~~from~~into anour ~~acquisition~~business. ~~depends~~We oncannot usbe ~~successfully~~certain ~~integrating~~that ~~the~~our ~~acquired~~acquisitions ~~business~~can ~~into~~be ~~our~~successfully ~~business.~~integrated ~~Any~~with ~~acquisitions~~our webusiness ~~may~~in ~~undertake,~~a ~~including~~timely ~~Silo~~manner AIor ~~and~~at ~~ZT Systems~~all, ~~involve~~for ~~certain~~a ~~integration~~variety ~~risks~~of ~~and~~reasons, ~~uncertainties~~ including, but not limited to: difficulty in integrating the technology, systems, products, policies, processes or operations and integrating and retaining the employees including key personnel of the acquired business; diversion of capital and other resources, including management’s attention from our existing business; unanticipated costs or liabilities, such as increased interest expense and compliance with debt covenants or other obligations; coordinating and integrating in countries in which we have not previously operated; the potential impact of the acquisitions on our relationships with employees, vendors, suppliers and customers; our inability to effectively retain suppliers, vendors and customers of the acquired businesses; entry into geographic or business markets in which we have little or no experience; adverse changes in general economic conditions in regions in which we and the acquired companies operate; potential litigation associated with the acquisitions; difficulties in the assimilation of employees and culture; difficulties in managing the expanded operations of a larger and more complex company; and difficulties with integrating and upgrading our and the acquired companies’ financial reporting systems. If we cannot successfully integrate or are delayed in integrating newly acquired businesses, it could result in increased costs, decreases in expected revenues, diversion of management’s time and attention, negatively impact our ability to develop or sell new products and impair our ability to grow our business, which could materially adversely affect our financial conditions, ~~results~~and ofoperating ~~operations or cash flows~~results. Even if the businesses we acquire are successfully integrated, the benefits of such transactions may not be realized within the anticipated time frame or at all. To complete an acquisition, ~~as contemplated by our intent to acquire ZT Systems,~~ we may issue equity securities, which would dilute our stockholders’ ownership and could adversely affect the price of our common stock, and/or incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our results of operations. From time to time, we may also seek to divest or wind down portions of our business, either acquired or otherwise. Such dispositions involve risks and uncertainties, including our ability to sell such businesses on terms acceptable to us, or at all; litigation; disruption of our ongoing business and distraction of management; failure to effectively transfer liabilities, contracts, facilities and employees to buyer; continued financial obligations and unanticipated liabilities; and closing delays. For example, purchase price consideration received from divestitures can be subject to customary post-closing adjustments, and if such adjustments are material, we may be exposed to losses, which could have a material impact on our financial position and results of operations.

WeMoreover, we may not adequately assess the risks of new business initiatives and subsequent events may arise that alter the risks that were initially considered. Acquisitions, joint ventures and other investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or sell our products, which could have a negative impact on our results of operations. Acquisitions or joint ventures may also reduce our cash available for operation and other uses which could harm our business. For example, the majority of our ATMP services are provided by the ATMP JVs, and there is no guarantee that the JVs will be able to fulfill our long-term ATMP requirements. If we are unable to meet customer demand due to fluctuating or late supply from the ATMP JVs, it could result in lost sales and have a material adverse effect on our business. We may not realize the expected benefits from the THATIC JV’s expected future performance, including the receipt of any ~~future milestone payments and any~~ royalties from certain licensed intellectual property. In June 2019, the BIS added certain Chinese entities to the Entity List, including THATIC and the THATIC JV. We are complying with U.S. law pertaining to the Entity List designation.

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~~Furthermore,~~We we invest in both public and private companies to further our strategic objectives and to support certain key business initiatives. We invest in early-stage companies that may still be in the process of developing a strategic direction and may not yet generate revenue. Many of the equity and debt instruments that we invest in are non-marketable and illiquid at the time of our initial investment, and we are not always able to achieve a return. Our ability to realize a return on our investments in private companies typically depends on the company completing a liquidity event, such as a public offering or acquisition. Market conditions and events, particularly in periods with economic uncertainty, inflation, volatile public equity markets or unsettled global market conditions, could cause our investments in public companies to expose us to volatility in our results due to changes in market prices and/or impairments. To the extent any of the companies in which we invest in are not successful, we could recognize an impairment and/or lose all or part of our investment. Our investment portfolio is concentrated in specific sectors. ~~Adverse~~and adverse developments in one or any of these sectors due to regulatory changes, technology disruptions or market downturns could negatively impact the performance of our investment portfolio.

Our ability to complete the acquisition of ZT Systems is subject to closing conditions, including the receipt of consents and approvals from government authorities, which may impose conditions that could adversely affect us or cause the acquisition to not be completed.

Our acquisition of ZT Systems (the Acquisition), which is expected to occur in the first half of 2025, is subject to the satisfaction or waiver of a number of customary conditions as specified in the purchase agreement (the Agreement), including receipt of certain specified required regulatory approvals and the absence of laws or orders restraining the consummation of the Agreement, among others. We cannot assure you that we will receive the necessary regulatory approvals at all or in a timely manner or that closing conditions will be satisfied. Any delay in completing the Acquisition could cause us to not realize, or to be delayed in realizing, some or all of the benefits we expect to achieve from this transaction. Additionally, if the Acquisition is not completed, we may incur significant acquisitions costs that we may be unable to recover, which could negatively affect our business and results of operations. We would be required to pay ZT Systems a termination fee of $300 million if the Agreement is terminated in certain circumstances related to the failure to obtain required regulatory approvals.

We intend to seek a strategic partner to acquire ZT Systems' manufacturing business, and we may not realize the anticipated benefits of this transaction. We may not be able to divest the ZT Systems’ manufacturing business on acceptable terms or at all. Divestitures involve certain risks and uncertainties such as: inability to find potential buyers on favorable terms; failure to receive regulatory or governmental approvals, or delay in receiving such approvals; restrictions due to regulatory or governmental approval, litigation, contractual terms, or other conditions; changes in market conditions or geopolitical conditions affecting the regions or industries in which we or our counterparties operate; distraction of management; failure to effectively transfer liabilities, contracts, facilities and employees to buyer; continued financial obligations and unanticipated liabilities; and closing delays. Any one of these factors could delay the achievement of our strategic objectives or cause us to incur additional transaction expenses.

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Any impairment of our tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact our financial position and results of operations.

We account for certain acquisitions, ~~including the Xilinx, Inc. (Xilinx), Pensando Systems Inc. (Pensando) and Silo AI acquisitions,~~ using the acquisition method of accounting under the provisions of ASC 805, Business Combinations, with AMD ~~representing~~as the accounting acquirer ~~under this guidance~~. We record assets acquired, including identifiable intangible assets, and liabilities assumed, at their respective fair values at the acquisition date. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill. InThese ~~connection~~acquisitions ~~with~~resulted ~~the~~in ~~Xilinx,~~recognition ~~Pensando~~of ~~and Silo AI acquisitions, we recorded~~ significant goodwill and other intangible assets on our Consolidated Balance Sheets. ~~Indefinite~~Goodwill and indefinite-lived intangible assets, ~~including goodwill,~~ are tested for impairment at least annually,. ~~and~~All ~~all~~ tangible and intangible assets including goodwill, ~~will~~are besubject ~~tested~~to ~~for~~ impairment testing when ~~certain~~events ~~indicators~~or ~~are~~changes ~~present. If,~~ in ~~the~~circumstances ~~future,~~suggest ~~we determine~~ that ~~tangible~~their orcarrying ~~intangible~~amounts ~~assets,~~may ~~including~~not ~~goodwill,~~be ~~are impaired, we would record an impairment charge at that time~~recoverable. Impairment testing ofparticularly for goodwill requires significant ~~use of~~ judgment and assumptions, ~~particularly~~in asdetermining ~~it relates to the determination of~~ fair value. ~~Subsequent~~We ~~to our annual goodwill impairment analysis, we~~ monitor for any events or changes in circumstances that may be indicators of impairment, ~~such~~including asbut not limited to: significant adverse changes in business climate or operating results,; changes in management’s business strategy,; an inability to successfully introduce new products in the marketplace,; an inability to successfully achieve internal forecasts; or significant declines in our stock price,; ~~which~~significant ~~may~~negative ~~represent~~industry; anor ~~indicator~~macroeconomic ~~of impairment~~trends. A ~~decrease~~deterioration in the long-term economic outlook ~~and~~or expected future cash flows of our business could ~~significantly impact asset values and potentially~~ result in ~~the~~ impairment ~~of tangible and intangible assets, including goodwill, and may require us to record future impairment~~ charges, which may have a material adverse impact on our financial position and results of operations.

Table of Conten t s

General Risks

Our worldwide operations are subject to political, legal and economic risks and natural disasters, which could have a material adverse effect on us.

We maintain operations around the world, including in the United States, Canada, Europe, Australia, Latin America and Asia. We rely on third-party wafer foundries in the United States, Europe and Asia. Nearly all product assembly and final testing of our products is performed at third-party operated manufacturing facilities, in China, Malaysia and Taiwan. Our shipping services are provided by third-party subcontractors. We also have international sales operations. International sales, as a percent of net revenue, were 6667% for the year ended December 28 27, ~~2024~~2025. We expect that international sales will continue to be a significant portion of total sales in the foreseeable future. The political, legal and economic risks associated with our worldwide operations include, without limitation: expropriation; changes in a specific country’s or region’s political or economic conditions; changes in tax laws, trade protection measures and import or export licensing requirements and restrictions; imposition of new and increased tariffs; worsening trade relationship between the United States and China (or other countries); volatile global economic conditions, including downturns or recessions in which some competitors may become more aggressive in their pricing practices; difficulties in protecting our intellectual property; difficulties in managing staffing and exposure to different employment practices and labor laws; changes in immigration law and regulations; changes in foreign currency exchange rates; restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions; changes in freight rates; changes to macroeconomic conditions, including interest rates, inflation and recession; transportation restrictions or disruptions; loss or modification of exemptions for taxes and tariffs; and compliance with U.S. laws and regulations related to international operations, including export control and economic sanctions laws and regulations and the Foreign Corrupt Practices Act. ~~Recently,~~Changes in the public perception of the U.S. ~~and~~government ~~other~~in ~~countries~~the ~~and~~regions ~~coalitions~~where ~~have~~we ~~issued~~operate ~~sanctions~~or ~~and~~plan ~~revisions~~ to ~~export~~operate ~~control~~could also negatively impact our business and ~~other~~results ~~regulations~~of ~~against~~operations. Geopolitical tensions, such as the Ukraine-Russia, ~~Belarus~~Israel-Hamas and Venezuela conflicts, could escalate and expand, which in turn could have negative impacts on the ~~DNR~~global economy and ~~LNR~~financial ~~regions~~markets. ~~of Ukraine~~Also, ~~due~~in addition to restrictions imposed by the ~~conflict~~United inStates ~~Ukraine.~~or ~~Also~~China on exports or imports from one another, geopolitical changes between China and Taiwan could disrupt the operations of our Taiwan-based third-party wafer foundries, manufacturing facilities and subcontractors, and materially adversely affect delivery of products and our business, financial condition and/or operating results. ~~Moreover, the Ukraine-Russia and Israel-Hamas conflicts could escalate and expand, which in turn could have negative impacts on the global economy and financial markets.~~

37In addition, our worldwide operations (or those of our business partners) could be subject to natural disasters and climate change such as earthquakes, tsunamis, flooding, tropical cyclones, droughts, fires, sea-level rise, extreme heat and volcanic eruptions that disrupt our operations, or those of our manufacturers, vendors or customers. For example, our California operations are located near major earthquake fault lines. In April 2024, Taiwan experienced an earthquake where our third-party wafer foundries are located. We also have operations and employees in regions that have experienced extreme weather such as prolonged heat waves, wildfires and freezing. Extreme weather events and natural disasters can also disrupt the ability of our suppliers to deliver expected manufacturing parts and/or services for periods of time. In addition, certain natural disasters, including drought, wildfires, storms, sea-level rise and flooding, could disrupt the availability of water necessary for the operations of our business or the business of our suppliers or customers. Global climate change also may result in chronic changes that result in certain natural disasters occurring more frequently or with greater intensity, which could disrupt our operations, or the operations of our third parties. There may be conflict or uncertainty in the countries in which we, our customers and suppliers operate, including public health issues, epidemics and pandemics, safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. Global health outbreaks, such as COVID-19, have and may adversely affect our employees and disrupt our business operations, as well as those of our customers and suppliers. Public health measures by government authorities may cause us to incur additional costs, limit our operations, modify our business practices, diminish employee productivity or disrupt our supply chain, which may have a material adverse effect on our business.

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In addition, our worldwide operations (or those of our business partners) could be subject to natural disasters and climate change such as earthquakes, tsunamis, flooding, tropical cyclones, droughts, fires, sea-level rise, extreme heat and volcanic eruptions that disrupt our operations, or those of our manufacturers, vendors or customers. For example, our California operations are located near major earthquake fault lines. In April 2024, Taiwan experienced an earthquake where our third-party wafer foundries are located. We also have operations and employees in regions that have experienced extreme weather such as prolonged heat waves, wildfires and freezing. Extreme weather events and natural disasters can also disrupt the ability of our suppliers to deliver expected manufacturing parts and/or services for periods of time. In addition, certain natural disasters, including drought, wildfires, storms, sea-level rise and flooding, could disrupt the availability of water necessary for the operations of our business or the business of our suppliers or customers. Global climate change also may result in chronic changes that result in certain natural disasters occurring more frequently or with greater intensity, which could disrupt our operations, or the operations of our third parties. There may be conflict or uncertainty in the countries in which we, our customers and suppliers operate, including public health issues, epidemics and pandemics, safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. Global health outbreaks, such as COVID-19, have and may continue to adversely affect our employees, disrupt our business operations, as well those of our customers and suppliers. Public health measures by government authorities may cause us to incur additional costs, limit our operations, modify our business practices, diminish employee productivity or disrupt our supply chain, which may have a material adverse effect on our business.

The U.S. has been and may continue to be involved in armed conflicts that could have a further impact on our sales and our supply chain. The consequences of armed conflict, political instability or civil or military unrest are unpredictable, and we may not be able to foresee events that could have a material adverse effect on us. Terrorist attacks or other hostile acts may negatively affect our operations, or adversely affect demand for our products, and such attacks or related armed conflicts may impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks or hostile acts may make travel and the transportation of our products more difficult and more expensive, which could materially adversely affect us. Any of these events could cause consumer spending to decrease or result in increased volatility in the U.S. economy and worldwide financial markets.

Any of the above risks, should they occur, could result in increased costs, shipment delays, general business interruptions, the inability to obtain, or delays in obtaining export licenses for certain technology, penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to international customers, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.41

We may incur future impairments of our technology license purchases.

We license certain third-party technologies and tools for the design and production of our products. We report the value of those licenses as other non-current assets on the Consolidated Balance Sheets, and we periodically evaluate the carrying value of those licenses based on their future economic benefit to us. Factors such as the life of the assets, changes in competing technologies, and changes to the business strategy may represent an indicator of impairment. The occurrence of any of these events may require us to record future technology license impairment charges.

Our inability to continue to attract and retain qualified personnel may hinder our business.

Much of our future success depends upon the continued service of numerous qualified engineering, marketing, sales and executive employees. Competition for highly skilled executives and employees in the technology industry, especially in the areas of AI and machine learning, is intense and our competitors have targeted individuals in our organization that have desired skills and experience. If we are not able to continue to attract, train and retain our leadership team and our qualified employees necessary for our business, the progress of our product development programs could be hindered, and we could be materially adversely affected. We use share-based incentive awards to help attract, retain and motivate our executives and qualified employees. If the value of such stock awards does not appreciate as measured by the performance of the price of our common stock, or if our share-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate our executives and employees could be weakened, which could harm our results of operations. Also, if the value of our stock awards increases substantially, this could potentially create great personal wealth for our executives and employees and affect our ability to retain our personnel. In addition, any future restructuring plans may adversely impact our ability to attract and retain key employees.

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Any of the above risks, should they occur, could result in increased costs, shipment delays, general business interruptions, the inability to obtain, or delays in obtaining export licenses for certain technology, penalties or a loss of export privileges. Additionally, stringent licensing restrictions may make our products less attractive to international customers, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws are all factors that could have a material adverse effect on our business.

We may incur future impairments of our technology license purchases.

We license certain third-party technologies and tools for the design and production of our products. We report the value of those licenses as other non-current assets on our Consolidated Balance Sheets and we periodically evaluate the carrying value of those licenses based on their future economic benefit to us. Factors such as the life of the assets, changes in competing technologies, and changes to the business strategy may represent an indicator of impairment. The occurrence of any of these events may require us to record future technology license impairment charges.

Our inability to continue to attract and retain key employees may hinder our business.

Our success depends upon the continued service of numerous qualified engineering, marketing, sales and executive employees. The market for qualified and skilled executives and employees in the technology industry, especially in the areas of AI and machine learning, is highly competitive. Our competitors have targeted individuals in our organization that have desired skills and experience. If we are unable to continue to attract, develop and retain our leadership team and our qualified employees necessary for our business, the progress of our product development programs could be hindered, and we could be materially adversely affected. We use share-based incentive awards to help attract, retain and motivate our executives and qualified employees. If the value of such stock awards does not appreciate as measured by the performance of the price of our common stock, or if our share-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate our executives and employees could be affected, which could harm our results of operations. If the value of our stock awards increases substantially, this could potentially create great personal wealth for our executives and key talent and affect our ability to retain our employees. Our ability to attract and retain qualified employees could also be impacted by changes in immigration law and regulations, or interpretation of new or existing laws. United States immigration controls could affect the employment status of key technical and professional employees, as well as our ability to hire talent globally. Any future restructuring plans may also adversely impact our ability to attract and retain key employees.

Our stock price is subject to volatility.

Our stock price has experienced price and volume fluctuations and could be subject to wide fluctuations in the future. The trading price of our stock may fluctuate widely due to various factors including: actual or anticipated fluctuations in our financial conditions and operating results,; failure to meet expectations related to future growth; changes in financial estimates by us or financial estimates and ratings by securities analysts,; changes in our capital structure, including issuance of additional debt or equity to the public,; ~~interest~~competitive ~~rate~~landscape; ~~changes, inflation,~~ news regarding our products or products of our competitors, ~~and~~or other actions taken by competitors; broad market industry and ~~industry~~competitor-related fluctuations; and general economic, political and market conditions, including imposition of new or increased tariffs and other trade restrictions, interest rate changes and inflation. Stock price fluctuations could impact the value of our equity compensation, which could affect our ability to recruit and retain employees. In addition, volatility in our stock price could adversely affect our business and financing opportunities.

We have an approved stock repurchase program that authorizes repurchases of up to $1214 billion of our common stock (Repurchase Program). As of December 2827, ~~2024~~2025, $49.74 billion remained available for future stock repurchases under the Repurchase Program. The Repurchase Program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time. Our stock repurchases could affect the trading price of our stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), AI Risk Management Framework (AI RMF) and other industry practices and standards. This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST CSF, AI RMF, and other industry practices and standards as guides to help us identify, assess, and manage cybersecurity risks relevant to our business.

Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall enterprise risk management program.

Key components of our cybersecurity risk management program include:

•periodic risk assessments designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;

•a security team principally responsible for managing ~~(1)~~ our cybersecurity risk assessment processes, ~~(2)~~ our security controls, and ~~(3)~~ our detection and response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, evaluate, test or otherwise assist with aspects of our security controls and processes;

•active testing including penetration tests, attack simulations and tabletop exercises;

•cybersecurity awareness training of our employees, incident response personnel and senior management;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party cyber risk management process for vendors including, among other things, a security assessment and contracting program for vendors based on their risk profile.

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At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors - IT outages, data loss, data breaches and cyberattacks could disrupt operations and compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation, financial condition and results of operations.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Finance Committee (Committee) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any significant cybersecurity incidents.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives a briefing from management on our cyber risk management program at least annually. Board members receive presentations on cybersecurity matters from our Chief Information Security Officer (CISO), information security team or external experts as part of the Board’s continuing education on topics that impact public companies. The CISO reports to the Chief Information Officer (CIO).

Our CISO has primary responsibility for our overall cybersecurity risk management program, and directly supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants. Our CISO has over 1920 years of experience in cybersecurity including security operations, security architecture, identity and access management, cloud security, vulnerability management, and application/product security, policy, and compliance.

Our CISO is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which may include, among other things, briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT environment. 43

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ITEM 2. PROPERTIES

As of December 2827, ~~2024~~2025, we have approximately 6.8 million square feet of space for research and development, engineering, administrative and warehouse use throughout the world. These facilities include approximately 5.4 million square feet of leased space and approximately 1.4 million square feet of owned space. Our headquarters are located in Santa Clara, California, and we have significant operations in Austin, Texas; San Jose, California; Shanghai, China; Markham, Ontario, Canada; Longmont, Colorado; Dublin, Ireland; Singapore; and Bengaluru and Hyderabad, India. We also have a number of regional sales offices located in commercial centers near customers, principally in the United States, Europe, Asia and Latin America.

We currently do not anticipate difficulty in either retaining occupancy of any of our facilities through lease renewals prior to expiration or through month-to-month occupancy or replacing them with equivalent facilities. We believe that our existing facilities are suitable and adequate for our present purposes and that the productive capacity of such facilities is substantially being utilized or we have plans to utilize such capacity.

ITEM 3. LEGAL PROCEEDINGS

For a discussion of our legal proceedings, refer to Note 1812 – Commitments and Contingencies of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on The NASDAQ Global Select Market (NASDAQ) under the symbol “AMD”. On January 2430, ~~2025~~2026, there were 5,~~028~~094 registered holders of our common stock, and the closing price of our common stock was $~~122~~236.8473 per share as reported on NASDAQ.

Issuer Purchases of Equity Securities

We have an approved stock repurchase program authorizing repurchases of up to $1214 billion of our common stock (Repurchase Program). We expect to fund repurchases through cash generated from operations. Our Repurchase Program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time. ~~The~~No ~~following~~shares ~~table~~were ~~provides~~repurchased ~~information~~during ~~relating~~the tothree ~~our~~months ~~repurchase~~ended December 27, 2025. As of ~~common~~December 27, ~~stock~~2025, ~~during~~$9.4 ~~the~~billion ~~fourth~~remained ~~quarter~~available offor ~~fiscal~~future ~~year~~stock ~~2024:~~repurchases under the Repurchase Program.

Date of Repurchase	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
					(In millions)
Sept. 29, 2024 - Oct. 26, 2024	—	$	—	—	$	4,949
Oct. 27, 2024 - Nov. 23, 2024	1,801,675	$	138.63	1,801,675	$	4,699
Nov. 24, 2024 - Dec. 28, 2024	47,984	$	134.04	47,984	$	4,693
Total	1,849,659			1,849,659

Equity Award Share Withholding

Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan. During fiscal year ~~2024~~2025, we withheld approximately 43.68 million shares at an average price of $~~154~~164.5386 per share as payment of withholding taxes in connection with the vesting and exercise of equity awards.

For information about our equity compensation plans, see Part III, Item 11, below.

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Performance Graph

Comparison of Five-Year Cumulative Total Returns

Advanced Micro Devices, S&P 500 Index and S&P 500 Semiconductors Index

The following graph shows a five-year comparison of cumulative total return on our common stock, the S&P 500 Index and the S&P 500 Semiconductors Index from December 2826, ~~2019~~2020 through December 2827, ~~2024~~2025, assuming reinvestment of dividends. The past performance of our common stock is no indication of future performance.

	Base Period	Years Ended
Company / Index	12/2826/~~2019~~2020	12/2625/~~2020~~2021		12/2531/~~2021~~2022		12/3130/~~2022~~2023		12/3028/~~2023~~2024		12/2827/~~2024~~2025
Advanced Micro Devices, Inc.	$100	$	~~199~~159	$	~~316~~71	$	~~140~~161	$	~~319~~136	$	~~271~~234
S&P 500 Index	$100	$	~~116~~129	$	~~151~~107	$	~~124~~135	$	~~157~~171	$	~~199~~201
S&P 500 Semiconductors Index	$100	$	~~140~~153	$	~~214~~96	$	~~134~~201	$	~~282~~383	$	~~537~~547

Unregistered Sales of Equity Securities

None.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements as of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024 and for each of the three years in the period ended December 2827, ~~2024~~2025 and related notes, which are included in this Annual Report on Form 10-K as well as with the other sections of this Annual Report on Form 10-K, “Part II, Item 8: Financial Statements and Supplementary Data.”

Introduction

In this section, we will describe the general financial condition and the results of operations of Advanced Micro Devices, Inc. and its wholly-owned subsidiaries (collectively, “us,” “our” or “AMD”), including a discussion of our results of operations for ~~2024~~2025 compared to ~~2023~~2024, an analysis of changes in our financial condition and a discussion of our off-balance sheet arrangements. Discussions of ~~2022~~2023 items and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 3028, ~~2023~~2024.

Beginning in the first quarter of fiscal year 2025, we combined the Client and Gaming segments into one reportable segment to align with how we manage our business. All prior period segment data were retrospectively adjusted.

Overview

In ~~2024~~2025, we delivered strong annual revenue growth with net revenue increasing 1434% to $2534.86 billion, compared to $2225.78 billion in ~~2023~~2024. This growth was driven by the performance of our Data Center and Client and Gaming segments. Data Center net revenue of $1216.6 billion increased by 9432% compared to $612.56 billion in ~~2023~~2024, primarily driven by ~~higher~~strong ~~sales~~demand offor our 5th generation AMD ~~Instinct~~EPYC™ ~~GPUs~~processors and AMD ~~EPYC~~Instinct™ ~~CPUs~~MI350 Series GPUs. Client and Gaming segment net revenue of $714.16 billion in ~~2024~~2025 increased by 5251% compared to $49.76 billion in ~~2023~~2024, primarily ~~due~~driven toby ~~higher~~strong ~~sales~~demand offor our AMD Ryzen™ ~~mobile~~processors, semi-custom game consoles SoCs and ~~desktop~~Radeon™ ~~processors~~gaming GPUs. The increase in annual net revenue was partially offset by a decrease in net revenue in our ~~Gaming and~~ Embedded ~~segments~~segment. ~~Gaming~~Embedded net revenue of $23.65 billion decreased by 583% compared to ~~$6.2 billion in 2023. The decrease in~~ net revenue ~~was primarily due to lower semi-custom product revenue. Embedded net revenue~~ of $3.6 billion ~~decreased by 33% compared to net revenue of $5.3 billion~~ in ~~2023~~2024, as ~~customers~~certain ~~normalized~~end ~~their~~market ~~inventory~~demand ~~levels~~remained mixed.

~~During~~Gross ~~the~~margin ~~year, we successfully launched multiple leadership products and made significant progress executing our AI strategy. One~~ of ~~our~~50% ~~priorities~~increased inby ~~2024~~1% ~~was~~compared to ~~accelerate~~49% ~~growth~~ in ~~our~~2024, ~~Data~~primarily ~~Center~~due ~~segment.~~to ~~The~~product ~~demand~~mix ~~for~~partially ~~our~~offset ~~Data Center AI accelerator products was very strong led~~ by ~~large~~approximately ~~hyperscale~~$440 ~~cloud~~million ~~customers~~of ~~deploying~~net ~~our~~inventory ~~AMD~~and ~~Instinct~~related ~~MI300X~~charges ~~GPU~~associated ~~accelerators.~~with ~~During~~ the ~~year, we unveiled an accelerated AMD Instinct accelerator roadmap to deliver an annual cadence of leadership AI solutions~~U.S. Togovernment ~~further~~export ~~expand~~control ~~our~~on ~~high-performance server CPU portfolio, we launched our 5th Gen~~ AMD ~~EPYC~~Instinct™ ~~processors,~~MI308 ~~formerly~~Data ~~codenamed~~Center ~~“Turin,”~~GPU ~~built with our latest “Zen 5” core architecture designed to deliver leadership performance and efficiency~~products.

WeCash, ~~took~~cash aequivalents ~~major step in our AI PC roadmap with the launch of AMD Ryzen AI 300 Series processors that combine leadership compute capabilities based on our “Zen 5” architecture~~ and ~~an industry~~short-~~leading~~term ~~neural~~investments ~~processing~~as ~~unit~~of ~~(NPU)~~December 27, ~~powered~~2025 bywere ~~our XDNA 2 architecture for next-generation AI PCs~~$10.6 Webillion, ~~added~~compared to ~~our~~$5.1 ~~Ryzen~~billion ~~family~~at ~~of desktop CPUs with~~ the ~~Ryzen~~end ~~9000~~of ~~series~~2024. ~~processors~~Our ~~for~~aggregate ~~laptop~~principal ~~and~~amount ~~desktop~~of ~~PCs~~total ~~that~~debt ~~deliver~~as ~~leadership~~of ~~performance in gaming~~December 27, ~~productivity~~2025 ~~and~~was ~~content creation~~$3.3 ~~In our Gaming segment~~billion, wecompared ~~extended~~to ~~our~~$1.8 ~~multigenerational~~billion ~~partnership with Sony~~ as ~~they~~of ~~introduced the PlayStation® 5 Pro~~December 28, ~~which features a new AMD semi-custom SoC designed to deliver increases in graphics and ray tracing performance to enable AI-driven upscaling~~2024.

WeIn ~~expanded~~2025, ~~our~~we ~~adaptive~~returned ~~computing~~a ~~portfolio~~total ~~with~~of ~~differentiated~~$1.3 ~~solutions~~billion ~~with~~to shareholders through the ~~launch~~repurchase of ~~the~~12.4 million ~~new~~shares ~~Versal™~~of ~~Series~~common ~~Gen~~stock 2under ~~devices~~our stock repurchase program. As of December 27, ~~including~~2025, ~~the~~$9.4 ~~new~~billion ~~Versal~~remained AIavailable ~~Edge~~for ~~Series~~future ~~Gen~~stock 2repurchases ~~and~~under ~~Versal~~this ~~Prime~~program. ~~Series~~The ~~Gen~~stock 2repurchase ~~adaptive~~program ~~SoCs,~~does ~~which~~not ~~bring~~obligate ~~preprocessing,~~us AIto ~~inference,~~acquire ~~and~~any ~~postprocessing~~common ~~together~~stock, inhas ano ~~single~~termination ~~device~~date ~~for~~and ~~end-to-end~~may ~~acceleration~~be ofsuspended ~~AI-driven~~or ~~embedded~~discontinued ~~systems~~at any time.

ToDuring ~~execute~~2025, we launched multiple leadership products and made significant progress executing our AI strategy,. weA ~~brought~~priority ~~together~~in ~~multiple~~2025 was accelerating growth in the Data Center segment. Demand for our data center AI ~~teams~~GPU ~~across~~products ~~AMD~~was tostrong ~~drive~~as ~~development~~large ofhyperscale acustomers, ~~comprehensive~~OEMs ~~software~~and ~~ecosystem~~ODMs ~~spanning~~deployed our ~~full~~AMD ~~product~~Instinct ~~portfolio~~MI350X Series GPUs. We ~~made~~advanced ~~several~~our ~~key~~AMD ~~optimizations~~AI ~~and~~GPU ~~introduced~~roadmap ~~new~~to ~~features~~deliver inan ~~the~~annual ~~latest~~cadence of leadership for AMD ~~ROCm™~~Instinct ~~software~~solutions, ~~that~~beginning ~~increased~~with ~~performance~~the inAMD ~~key~~Instinct ~~generative~~MI350 AISeries ~~workloads~~GPUs in 2025. Beyond GPUs, ~~expanded~~we ~~support~~launched ~~and~~the ~~optimization~~5th ~~for~~Gen ~~additional~~AMD ~~frameworks~~EPYC ~~and~~family ~~libraries~~of server processors in 2025, ~~and~~which ~~simplified~~deliver ~~the~~leadership ~~overall~~performance ~~developer~~and ~~experience.~~capabilities Wefor ~~also~~a ~~made~~wide ~~strategic~~range ~~investments~~of todata ~~further~~center ~~expand~~workloads, ~~our~~including AI. ~~software~~We ~~capabilities~~also ~~with~~expanded the ~~acquisition~~data ofcenter ~~Silo~~portfolio AIwith Oynew ~~(Silo~~networking ~~AI)~~solutions, anincluding AIthe ~~lab~~AMD ~~based~~Pensando™ in“Pollara” ~~Finland.~~400 ~~The~~AI ~~acquisition~~NICs ofand ~~Silo~~“Vulcano” AI ~~enables~~NICs, ~~customers~~which todeliver ~~accelerate~~high-speed ~~development~~connectivity ~~and~~across ~~deployment~~GPU ofclusters providing high-performance, AI-ready, ~~models~~flexible onsolutions ~~AMD~~for ~~hardware~~scale-out networking. ~~Silo~~In AIaddition, ~~has~~we ~~also~~previewed ~~developed~~our aHelios ~~software~~AI ~~stack~~rack-scale ~~used~~platform tosolution ~~train~~that ~~multiple~~incorporates ~~state-~~all of~~-the-art~~ ~~large~~our ~~language~~data ~~models~~center products (~~LLMs)~~CPUs, onGPUs ~~AMD~~and ~~Instinct~~Networking) ~~accelerators~~to ~~that~~address ~~can accelerate~~ the ~~development~~growing ofAI ~~highly-performant~~compute ~~AMD training solutions~~requirements.

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WeAcross ~~also~~Client ~~focused~~and onGaming, ~~extending~~we ~~our~~continued ~~data~~to ~~center~~strengthen ~~infrastructure~~our ~~capabilities~~leadership bywith ~~entering~~expanding ~~into~~enterprise anadoption ~~agreement~~and ina ~~August~~growing ~~2024~~portfolio toof ~~acquire~~AMD ZTRyzen ~~Group~~processors. ~~Int’l~~For gamers, ~~Inc.~~creators ~~(ZT~~and ~~Systems)~~developers, awe ~~provider~~brought ofto AImarket ~~and~~AMD ~~general~~Radeon ~~purpose~~9000 ~~compute~~Series ~~infrastructure~~GPUs ~~for~~and ~~hyperscale~~Radeon ~~computing~~AI ~~companies.~~PRO We9700 ~~believe~~GPUs ~~that~~based ~~with~~on the ~~acquisition~~AMD ofRDNA ZT4 ~~Systems,~~graphics wearchitecture ~~can accelerate time~~ to market ~~for~~along ~~our~~new ~~leadership~~high-performance AIRyzen ~~training~~Threadripper™ ~~and~~9000 ~~inferencing~~Series ~~solutions~~processors. ~~The~~Our ~~acquisition~~x86 isEmbedded ~~expected~~portfolio continued to ~~close~~expand in ~~the~~2025 ~~first~~with ~~half~~the introduction of ~~fiscal~~three ~~year~~new ~~2025,~~AMD ~~subject~~EPYC toembedded ~~certain~~processor ~~regulatory~~series: ~~approvals~~AMD ~~and~~EPYC ~~other~~Embedded ~~customary~~9005 ~~closing~~Series, ~~conditions.~~EPYC WeEmbedded ~~intend~~4005 toSeries ~~seek~~and aEPYC ~~strategic~~Embedded ~~partner~~2005 ~~to acquire ZT Systems' manufacturing business~~Series.

~~Gross~~We ~~margin,~~also asmade astrategic ~~percentage~~investments ofthrough ~~net~~acquisitions ~~revenue, was 49% for 2024, compared~~ to ~~46%~~further inadvance ~~2023.~~our ~~The~~software ~~increase~~capabilities inincluding ~~gross~~compiler ~~margin~~and ~~was~~AI ~~primarily~~expertise ~~due to a favorable shift~~ in ~~revenue~~machine ~~mix~~learning, ~~with~~inference ~~higher Data Center~~ and ~~Client~~performance ~~revenues~~optimization, ~~lower~~and ~~Gaming~~enable ~~revenue,~~highly ~~partially~~optimized ~~offset~~solutions byacross the ~~impact~~stack; ofto ~~lower~~scale ~~Embedded~~our ~~revenue.~~ability ~~Operating~~to ~~income~~support ~~for~~and ~~2024~~develop ~~was~~a ~~$1.9~~variety ~~billion compared to operating income~~ of ~~$401~~photonics ~~million~~and ~~for~~co-packaged ~~2023.~~optics ~~The~~solutions ~~increase~~across innext-gen ~~operating~~AI ~~income~~systems; ~~was~~and ~~primarily~~to ~~driven~~bring bydeep ~~higher~~expertise ~~revenue,~~in ~~partially~~high-speed ~~offset~~inference byand ~~increased~~reasoning-based ~~R&D~~AI ~~investments.~~technologies ~~Net income~~ for ~~2024~~large-scale ~~was~~deployments, ~~$1.6~~reinforcing ~~billion~~our ~~compared~~enterprise toAI ~~$854~~software ~~million in the prior year~~stack. ~~The increase in net income was primarily driven by higher revenue.~~

~~Cash,~~To ~~cash~~execute ~~equivalents~~our ~~and~~AI ~~short-term~~strategy, ~~investments~~we asbrought ofin ~~December 28,~~multiple ~~2024~~AI ~~were~~teams ~~$5.1~~across ~~billion,~~AMD ~~compared~~ to ~~$5.8~~drive ~~billion~~development atof ~~the~~a ~~end~~comprehensive ofsoftware ~~2023.~~ecosystem ~~Our~~spanning ~~aggregate~~our ~~principal~~full ~~amount~~product ofportfolio. ~~total~~We ~~debt~~delivered askey ofoptimizations ~~December 28,~~and ~~2024~~expanded ~~was~~framework ~~$1.8~~and ~~billion,~~library ~~compared~~support toin ~~$2.5~~the ~~billion~~latest asversion of AMD ~~December 30~~ROCm™ software, ~~2023.~~improving Weperformance ~~repaid~~for ~~our~~generative ~~2.95%~~AI ~~Senior~~workloads ~~Notes~~and ~~due~~simplifying ~~2024~~the ~~with~~developer aexperience ~~principal~~across ~~amount~~training ofand ~~$750 million in June 2024~~inference.

~~During~~In March 2025, we completed the ~~twelve~~acquisition ~~months~~of ~~ended~~ZT ~~December 28~~Systems for $3.2 billion in cash and 8.3 million shares of our common stock. We retained select intellectual property and employees associated with the design operations (ZT Design Business), ~~2024~~and in October 2025, we ~~returned~~sold athe ~~total~~ZT ofdata center infrastructure manufacturing business (ZT Manufacturing Business) to Sanmina Corporation (Sanmina) for $~~862 million~~2.4 billion in cash, subject to ~~shareholders~~certain ~~through~~purchase ~~the~~price ~~repurchase~~adjustments, ofand 51.9 2 million shares of Sanmina common stock. ~~under~~We ~~our~~are ~~stock~~eligible ~~repurchase~~to ~~program.~~receive Asadditional contingent cash consideration of ~~December 28,~~up ~~2024,~~to $4450 million from Sanmina to the extent certain conditions are met.7 ~~billion~~Sanmina ~~remained~~will ~~available~~also be our preferred partner for ~~future~~manufacturing ~~stock~~capabilities ~~repurchases~~in ~~under~~building ~~this~~complex ~~program~~AI solutions. ~~The~~Following ~~stock~~the ~~repurchase~~close ~~program~~of ~~does~~the ~~not~~sale ~~obligate~~of usthe toZT ~~acquire~~Manufacturing ~~any~~Business ~~common~~to ~~stock~~Sanmina, ~~has~~we noretained ~~termination~~certain ~~date~~intellectual property and ~~may~~former beemployees ~~suspended~~of orZT ~~discontinued~~Systems at(ZT ~~any~~Design ~~time~~Business) and settled the contingent consideration liability with the former ZT shareholders and warrant holders.

In October 2025, we entered into a product purchase agreement with OpenAI OpCo, LLC, (OpenAI) to deploy 6 gigawatts of AMD GPUs, with the deployment of the first gigawatt of capacity powered by our AMD Instinct MI450 series products. Concurrent with the agreement, we issued to OpenAI a warrant to purchase up to an aggregate of 160 million shares of AMD’s common stock at an exercise price of $0.01 per share. The warrant shares will vest in tranches based on certain AMD Instinct GPU purchase milestones by OpenAI, or its affiliates, or indirectly through third parties, and achievement of specified AMD 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 conditions, the warrant is exercisable through October 5, 2030. None of the warrant shares met the vesting or exercise conditions and the warrant had no impact to our financial statements for the year ended December 27, 2025.

During the second quarter of fiscal year 2025, the Company recorded approximately $800 million of inventory and related charges on AMD Instinct MI308 Data Center GPU products due to new U.S. export restrictions on certain semiconductors to China. We applied for and were granted some licenses by the U.S. government that allow us to ship MI308 products to certain China-based customers. During the fourth quarter of fiscal year 2025, we began shipping products and reversed approximately $360 million of the inventory and related charges recorded earlier in the year. U.S. government officials have expressed an expectation that the U.S. government will receive 15% of the revenue generated from licensed MI308 sales to China; however, to date, the U.S. government has not published a regulation establishing such requirement.

We intend the discussion of our financial condition and results of operations that follows to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, the primary factors that resulted in those changes, and how certain accounting principles, policies and estimates affect our financial statements.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts in our Consolidated Financial Statements. We evaluate our estimates on an on-going basis, including those related to our revenue, inventories, business combinations, goodwill, long-lived and intangible assets, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with management’s expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.

Management believes the following critical accounting estimates are the most significant to the presentation of our financial statements and require the most difficult, subjective and complex judgments.

Revenue Allowances. Revenue contracts with our customers include variable amounts which we evaluate under ASC 606-10-32-8 through 14 in order to determine the net amount of consideration to which we are entitled and which we recognize as revenue. We determine the net amount of consideration to which we are entitled by estimating the most likely amount of consideration we expect to receive from the customer after adjustments to the contract price for rights of return and rebates to our original equipment ~~manufacturers~~manufacturer (OEM) and original design manufacturer (ODM) customers and rights of return, rebates and price protection on unsold merchandise to our distributor customers.

We base our determination of necessary adjustments to the contract price by reference to actual historical activity and experience, including actual historical returns, rebates and credits issued to OEM and distributor customers adjusted, as applicable, to include adjustments, if any, for known events or current economic conditions, or both.

Our estimates of necessary adjustments for distributor price incentives and price protection on unsold products held by distributors are based on actual historical incentives provided to distributor customers and known future price movements based on our internal and external market data analysis.

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Our estimates of necessary adjustments for OEM price incentives utilize, in addition to known pricing agreements, actual historical rebate attainment rates and estimates of future OEM rebate program attainment based on internal and external market data analysis.

We offer incentive programs through cooperative advertising and marketing promotions. Where funds provided for such programs can be estimated, we recognize a reduction to revenue at the time the related revenue is recognized; otherwise, we recognize such reduction to revenue at the later of when: i) the related revenue transaction occurs; or ii) the program is offered. For transactions where we reimburse a customer for a portion of the customer’s cost to perform specific product advertising or marketing and promotional activities, such amounts are recognized as a reduction to revenue unless they qualify for expense recognition.

We also provide limited product return rights to certain OEMs and to most distribution customers. These return rights are generally limited to a contractual percentage of the customer’s prior quarter shipments, although, from time to time we may approve additional product returns beyond the contractual arrangements based on the applicable facts and circumstances. In order to estimate adjustments to revenue to account for these returns, including product restocking rights provided to distributor and OEM customers, we utilize relevant, trended actual historical product return rate information gathered, adjusted for actual known information or events, as applicable.

Overall, our estimates of adjustments to contract price due to variable consideration under our contracts with OEM and distributor customers, based on our assumptions and include adjustments, if any, for known events, have been materially consistent with actual results; however, these estimates are subject to management’s judgment and actual provisions could be different from our estimates and current provisions, resulting in future adjustments to our revenue and operating results.

Inventory Valuation. We value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. Material assumptions we use to estimate necessary inventory carrying value adjustments can be unique to each product and are based on specific facts and circumstances. In determining excess or obsolescence reserves for products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. If in any period we anticipate a change in assumptions such as future demand or market conditions to be less favorable than our previous estimates, additional inventory write-downs may be required and would be reflected in cost of sales, resulting in a negative impact to our gross margin in that period. If in any period we are able to sell inventories that had been written down to a level below the ultimate realized selling price in a previous period, related revenue would be recorded with a lower or no offsetting charge to cost of sales resulting in a net benefit to our gross margin in that period. Overall, our estimates of inventory carrying value adjustments have been materially consistent with actual results.49

We perform our goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment, which occurs when the carrying value of a reporting unit exceeds its fair value. Significant judgment is required in estimating the fair value of our reporting units to determine if the fair values of those units exceed their carrying values and an impairment to goodwill is required when a quantitative goodwill impairment test is performed. We typically obtain the assistance of third-party valuation specialists to help in determining the fair value of our reporting units. Changes in operating plans or adverse changes in the business or in the macroeconomic environment in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that would trigger future impairment charges of our reporting units’ goodwill. Based on our annual qualitative impairment test, we concluded it is not more likely than not that the carrying value of each reporting unit exceeded its fair value.

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Business Combinations. We allocate the fair value of purchase consideration for acquisitions meeting the requirement of business combinations to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to assets and liabilities held for sale, intangible assets and contingent consideration. Significant estimates and inputs used in valuing acquired assets and liabilities held for sale, developed technology, and other identifiable intangible assets include, but are not limited to, expected future revenue, future changes in technology, useful lives, risk-adjusted discount rates and time and costs to recreate certain assets. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized.

Goodwill. Goodwill is the excess of the aggregate of the consideration transferred over the identifiable assets acquired and liabilities assumed in connection with business combinations. Our reporting units are at the operating segment level. Our goodwill is contained within three reporting units: Data Center, Client and Gaming, and Embedded. We perform our goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment, which occurs when the carrying value of a reporting unit exceeds its fair value. Significant judgment is required in estimating the fair value of our reporting units to determine if the fair values of those units exceed their carrying values. We may obtain the assistance of third-party valuation specialists to help in determining the fair value of our reporting units. Changes in operating plans or adverse changes in the business or in the macroeconomic environment in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that would trigger future impairment charges of our reporting units’ goodwill. Based on our annual qualitative impairment test, we concluded that it is not more likely than not that the carrying value of each reporting unit exceeded its fair value.

Long-Lived and Intangible Assets. Long-lived and intangible assets to be held and used are reviewed for impairment if indicators of potential impairment exist and at least annually for indefinite-lived intangible assets. Impairment indicators are reviewed on a quarterly basis. Assets are grouped and evaluated for impairment at the lowest level of identifiable cash flows. When indicators of impairment exist and assets are held for use, we estimate future undiscounted cash flows attributable to the related asset groups. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the asset group or based on appraisals.

WeTable ~~regularly assess the likelihood that we will be able to recover our deferred tax assets. Unless recovery is considered more-likely-than-not (a probability level~~ of more than 50%), we will record a charge to income tax expense in the form of a valuation allowance for the deferred tax assets that we estimate will not ultimately be recoverable or maintain the valuation allowance recorded in prior periods. When considering all available evidence, if we determine it is more-likely-than-not we will realize our deferred tax assets, we will reverse some or all of the existing valuation allowance, which would result in a credit to income tax expense and the establishment of an asset in the period of reversal.Contents

Income Taxes. In determining taxable income for financial statement reporting purposes, we must make certain estimates and judgments. These estimates and judgments are applied in the calculation of certain tax liabilities and in the determination of the recoverability of deferred tax assets which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. We regularly assess the likelihood that we will be able to recover our deferred tax assets. Unless recovery is considered more-likely-than-not (a probability level of more than 50%), we will record a charge to income tax expense in the form of a valuation allowance for the deferred tax assets that we estimate will not ultimately be recoverable or maintain the valuation allowance recorded in prior periods. When considering all available evidence, if we determine it is more-likely-than-not we will realize our deferred tax assets, we will reverse some or all of the existing valuation allowance, which would result in a credit to income tax expense and the establishment of an asset in the period of reversal.

In determining the need to establish or maintain a valuation allowance, we consider the four sources of jurisdictional taxable income: (i) carryback of net operating losses to prior years; (ii) future reversals of existing taxable temporary differences; (iii) viable and prudent tax planning strategies; and (iv) future taxable income exclusive of reversing temporary differences and carryforwards.

~~The federal valuation allowance maintained is due to limitations, under Internal Revenue Code Section 382 or 383, separate return loss year rules, or dual consolidated loss rules.~~ Certain state and foreign valuation allowances are maintained due to a lack of sufficient sources of future taxable income.

In addition, the calculation of our tax liabilities involves addressing uncertainties in the application of complex, multi-jurisdictional tax rules and the potential for future adjustment of our uncertain tax positions by the Internal Revenue Service or other taxing authorities.

Results of Operations

Additional information on our reportable segments is contained in Note 4 – Segment Reporting of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

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The following table provides a summary of net revenue, cost of sales and operating expenses, and operating income (loss) by segment for ~~2024~~2025 and ~~2023~~2024:

	Year Ended
	December 28,2024		December 30,2023
	December 27,2025		December 28,2024
	(In millions)
Net revenue:
Data Center	$	1216,~~579~~635	$	612,~~496~~579
Client	7,054		4,651
Client and Gaming
Gaming	2,595		6,212
Client	10,640		7,054
Embedded	3,557		5,321
Gaming	3,910		2,595
Total net revenue	$	25,785	$	22,680
Total Client and Gaming	14,550		9,649
Embedded	3,454		3,557
Total net revenue	$	34,639	$	25,785
Cost of sales and operating expenses:
Data Center	$	13,032	$	9,097
Client and Gaming	11,695		8,462
Embedded	2,211		2,136
All other	4,007		4,190
Total cost of sales and operating expenses	$	30,945	$	23,885
Operating income (loss):
Data Center	$	3,~~482~~603	$	13,~~267~~482
Client	897		(46)
Client and Gaming	2,855		1,187
Gaming	290		971
Embedded	1,243		1,421
Embedded	1,421		2,628
All other	(4,007)		(4,190)
All Other	(4,190)		(4,419)
Total operating income	$	3,694	$	1,900
Total operating income	$	1,900	$	401

Data Center

Data Center net revenue of $1216.6 billion in ~~2024~~2025 increased by 9432%, compared to net revenue of $612.56 billion in ~~2023~~2024. The increase was primarily driven by ~~higher~~strong ~~sales~~demand offor our AMD ~~Instinct~~EPYC™ ~~GPUs~~processors and AMD ~~EPYC~~Instinct™ ~~CPUs~~GPU accelerators.

Data Center operating income was $3.56 billion in ~~2024~~2025, compared to operating income of $1.3.5 billion in ~~2023~~2024. The increase in operating income was primarily due to higher revenue, partially offset by higher ~~R&D~~cost ~~investment~~of sales, approximately $440 million of net inventory and related charges associated with the U.S. government export control on AMD Instinct™ MI308 Data Center GPU products and higher operating expenses.

Client and Gaming

Client and Gaming net revenue of $714.16 billion in ~~2024~~2025 increased by 5251%, compared to net revenue of $49.76 billion in ~~2023, primarily due to a 34% increase in unit shipments and a 13% increase in average selling price driven by strong demand for AMD mobile and desktop Ryzen processors~~2024.

Client ~~operating~~net ~~income~~revenue ~~was~~of $~~897~~10.6 ~~million~~billion in ~~2024~~2025 increased by 51%, compared to ~~operating~~net ~~loss~~revenue of $467.1 ~~million~~billion in ~~2023.~~2024, ~~The~~primarily driven by a 31% increase in ~~operating~~unit ~~income~~shipments ~~was~~of ~~primarily~~processors ~~due~~and toa ~~higher~~15% ~~revenue~~increase in average selling price of processors, ~~partially~~reflecting ~~offset~~strong bydemand ~~higher~~for ~~operating~~AMD ~~expenses~~desktop and mobile Ryzen processors.

Gaming net revenue of $3.9 billion in 2025 increased by 51%, compared to net revenue of $2.6 billion in 2024. The increase was primarily driven by higher semi-custom revenue and strong demand of our Radeon™ gaming GPUs.

Client and Gaming ~~net~~operating ~~revenue~~income ofwas $2.69 billion in ~~2024 decreased by 58%~~2025, compared to ~~net~~operating ~~revenue~~income of $61.2 billion in ~~2023~~2024. The ~~decrease~~increase in ~~net~~operating ~~revenue~~income was primarily ~~due~~driven toby ~~lower~~higher ~~semi-custom~~revenue, ~~product~~partially ~~revenue~~offset by higher cost of sales and operating expenses.

~~Gaming operating income was $290 million in 2024, compared to operating income of $971 million in 2023. The decrease in operating income was primarily driven by lower revenue.~~ 52

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Embedded

Embedded net revenue of $3.65 billion in ~~2024~~2025 decreased by 333%, compared to net revenue of $5.3.6 billion in ~~2023~~2024. ~~The~~Net ~~decrease in net~~ revenue ~~was~~decreased ~~primarily~~as ~~due~~certain toend ~~lower~~market demand asremained ~~customers continued to normalize their inventory levels~~mixed.

Embedded operating income was $1.42 billion in ~~2024~~2025, compared to operating income of $21.64 billion in ~~2023~~2024. The decrease in operating income was primarily driven by lower revenue.

All Other

All Other operating loss of $4.20 billion in ~~2024~~2025 primarily consisted of $2.43 billion of amortization of acquisition-related intangibles and $1.46 billion of stock-based compensation expense. All Other operating loss of $4.42 billion in ~~2023~~2024 primarily consisted of $2.84 billion of amortization of acquisition-related intangibles and $1.4 billion of stock-based compensation expense.

47International Sales

~~Table~~International sales as a percentage of ~~Contents~~net revenue were 67% in 2025 and 66% in 2024. We expect that international sales will continue to be a significant portion of total sales in the foreseeable future. Substantially all of our sales transactions are denominated in U.S. dollars.

Comparison of Gross Margin, Expenses, ~~Licensing Gain,~~ Interest Expense, Other Income (expense) and Income Taxes

The following is a summary of certain Consolidated Statement of Operations data for ~~2024~~2025 and ~~2023~~2024:

	December 28, 2024			December 30, 2023
	December 27, 2025			December 28, 2024
	(In millions, except for percentages)
Net revenue	$	2534,~~785~~639		$	2225,~~680~~785
Cost of sales	1216,~~114~~456			1112,~~278~~114
Amortization of acquisition-related intangibles	~~946~~1,031			~~942~~946
Gross profit	1217,~~725~~152			1012,~~460~~725
Gross margin	4950		%	4649		%
Research and development	68,~~456~~091			56,~~872~~456
Marketing, general and administrative	24,~~783~~144			2,~~352~~735
Amortization of acquisition-related intangibles	1,~~448~~223			1,~~869~~448
Restructuring charges	186			—
Interest expense	(131)			(92)
Licensing gain	(48)			(34)
Other income (expense), net	577			181
Interest expense	(92)			(106)
Income tax provision (benefit)	(103)			381
Other income (expense), net	181			197
Income from discontinued operations, net of tax	66			—
Income tax provision (benefit)	381			(346)

Gross Margin

Gross margin ~~as a percentage~~ of ~~net~~50% ~~revenue~~increased ~~was~~by 491% ~~in 2024~~ compared to 4649% in ~~2023.~~2024, ~~The~~primarily ~~increase~~due into ~~gross~~product ~~margin~~mix, ~~was~~partially ~~due~~offset toby aapproximately ~~favorable~~$440 ~~shift~~million inof ~~revenue~~net ~~mix~~inventory ofand ~~higher~~related ~~Data~~charges ~~Center~~associated ~~and~~with ~~Client~~the ~~revenues,~~U.S. ~~lower~~government ~~Gaming~~export ~~revenue,~~control ~~partially~~on ~~offset~~AMD byInstinct™ ~~the~~MI308 ~~impact~~Data ofCenter ~~lower~~GPU ~~Embedded revenue~~products.

Expenses

Research and Development Expenses

Research and development expenses of $68.51 billion in ~~2024~~2025 increased by $~~584~~1.6 ~~million~~billion, or 1025%, compared to $56.95 billion in ~~2023~~2024. The increase was primarily due to higher employee-related costs ~~due~~from to an increase in headcount in support of our continued focus on our AI strategy.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses of $24.81 billion in ~~2024~~2025 increased by $~~431~~1.4 ~~million~~billion, or 1852%, compared to $2.47 billion in ~~2023~~2024. The increase was primarily due to an increase in go-to-market activities to support our revenue growth.

~~Amortization of Acquisition-Related Intangibles~~53

Amortization of acquisition-related intangibles of $2.4 billion for 2024 decreased by $417 million, or 15%, compared to $2.8 billion in 2023. The decrease was primarily due to certain acquisition-related intangibles being fully amortized in the prior fiscal year.

Restructuring Charges

We recognized $186 million of restructuring charges in 2024 due to the implementation of a restructuring plan (the 2024 Restructuring Plan). The 2024 Restructuring Plan was focused on driving efficiencies across the business and aligning resources with our largest growth opportunities in the AI and enterprise markets.

Licensing Gain

We hold equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity. We recognized $48 million and $34 million of licensing gain from royalty income associated with the licensed IP to the THATIC JV, in 2024 and 2023, respectively.

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Amortization of Acquisition-Related Intangibles

Amortization of acquisition-related intangibles of $2.3 billion for 2025 decreased by $140 million, or 6%, compared to $2.4 billion in 2024, primarily due to a lower balance of amortizable acquisition-related intangibles compared to the prior year.

Interest Expense

Interest expense of $92131 million in ~~2024~~2025 ~~decreased~~increased by $1439 million compared to $~~106~~92 million in ~~2023~~2024, primarily due to ~~repayment~~the issuance of ~~the~~$1.5 2billion in aggregate principal amount of 4.95212% ~~Senior~~ Notes ~~due~~and 4.319% Notes in ~~June~~March ~~2024~~2025.

Other Income (expense), net

Other income (expense), net is primarily comprised of interest income from short-term investments, changes in valuation of ~~equity~~long-term investments and foreign currency transaction gains and losses.

Other income (expense), net ~~was~~of $~~181~~577 million in ~~2024~~2025 ~~compared~~increased toby $~~197~~396 million ofcompared ~~Other~~to ~~income,~~$181 ~~net~~million in ~~2023. The change was~~ 2024, primarily due to ahigher ~~decrease~~unrealized ingains ~~interest income~~ from ~~lower balances held in short~~long-term investments compared to the prior year.

Income Tax Provision (Benefit)

We recorded an income tax ~~provision~~benefit of $~~381~~103 million ~~in 2024~~ and an income tax ~~benefit~~provision of $~~346~~381 million in ~~2023~~2025 and 2024, respectively, representing effective tax rates of 19(2.5%) and ~~(68~~19%), respectively. The ~~increase~~decrease in income tax provision in ~~2024~~2025 was primarily ~~due~~driven by an $853 million benefit related to ~~higher~~the ~~pre-~~release of uncertain tax positions pertaining to the reasonable cause relief for dual consolidated losses approved by the Internal Revenue Service (IRS) in April 2025, whereas the income ~~and~~tax aprovision in 2024 included $373 million tax effect from an intercompany integration transaction.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. For fiscal year 2025, the primary impact of the OBBBA to our tax provision was the accelerated expensing of domestic R&D activities which decreased our income eligible for FDII, reduced our deferred tax assets, and reduced our current income tax liability. Other OBBBA changes did not have a material impact on the financial statements.

Global Minimum Tax

The OECD is continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals). The Council of the European Union has adopted the global corporate 15% minimum tax as provided for in Pillar Two and has directed EU member states to implement legislation enacting Pillar Two. Many countries, including non-EU member states, have implemented laws based on Pillar Two proposals, with effective dates that started in 2024. Although many countries have already introduced Pillar Two legislation applicable to us effective in 2024, certain jurisdictions in which we operate have not adopted corresponding legislation to date. For 2024 and 2025, the impact to us associated with Pillar Two was immaterial. ~~We continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate and cash flows as new guidance becomes available.~~

~~International~~In ~~Sales~~January 2026, the OECD released a "side-by-side" package introducing new safe harbors and providing an exemption for U.S.-based multinational companies from parts of the global minimum tax framework. We continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate and cash flows as new guidance becomes available in each country.

~~International~~Discontinued sales as a percentage of net revenue were 66% in 2024 and 65% in 2023. We expect that international sales will continue to be a significant portion of total sales in the foreseeable future. Substantially all of our sales transactions are denominated in U.S. dollars.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.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of December 2827, ~~2024~~2025, our cash, cash equivalents and short-term investments were $510.16 billion compared to $5.81 billion as of December ~~30, 2023. The percentage of cash and cash equivalents held domestically was 90% as of December~~ 28, 2024~~, and 77% as of December 30, 2023~~.

	December 28, 2024		December 30, 2023
	(In millions)
Net cash provided by (used in):
Operating activities	$	3,041	$	1,667
Investing activities	(1,101)		(1,423)
Financing activities	(2,062)		(1,146)
Net decrease in cash, cash equivalents and restricted cash	$	(122)	$	(902)

We have $3.0 billion available under an unsecured revolving credit facility that expires on April 29, 2027. No funds were drawn from this credit facility during the year ended December 28, 2024.

Table of Conten t s

Our operating, investing and financing cash flow activities for 2025 and 2024 were as follows:

We also have a commercial paper program to issue unsecured commercial paper notes up to a maximum principal amount outstanding, at any time, of $3.0 billion, with a maturity of up to 397 days from the date of issue. We did not issue any commercial paper during the year ended December 28, 2024.


	December 27, 2025		December 28, 2024
	(In millions)
Net cash provided by (used in):
Net cash provided by operating activities of continuing operations	$	6,493	$	3,041
Net cash provided by operating activities of discontinued operations	1,216		—
Operating activities	7,709		3,041
Net cash (used in) provided by investing activities of continuing operations	(6,851)		(1,101)
Net cash provided by investing activities of discontinued operations	1,318		—
Investing activities	(5,533)		(1,101)
Financing activities	(431)		(2,062)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	1,745	$	(122)

~~Our~~In ~~aggregate~~March ~~principal~~and ~~debt~~October ~~obligations~~2025, ~~were~~we ~~$1.8~~paid ~~billion~~a astotal of ~~December 28, 2024. Our~~ $2.~~95%~~0 ~~Notes~~billion ~~with~~in acash, ~~principal~~net ~~amount~~ of ~~$750~~cash ~~million~~acquired, ~~were~~and ~~repaid~~issued in9.1 ~~June~~million ~~2024~~shares ~~and~~of our ~~remaining~~common ~~debt~~stock ~~will~~in ~~mature~~the ~~starting~~acquisition inof ~~2030~~ZT Systems.

AsIn ofOctober ~~December 28~~2025, ~~2024,~~upon wecompletion ~~had unconditional purchase commitments~~ of ~~approximately~~the ~~$5.0 billion,~~sale of ~~which~~the ~~$4.5~~ZT ~~billion~~Manufacturing ~~are~~Business into ~~fiscal~~Sanmina ~~year~~Corporation ~~2025.~~(Sanmina), ~~Our~~we ~~contractual~~received ~~obligations~~a ~~and~~total ~~purchase~~of ~~commitments~~$1.4 ~~relate~~billion ~~primarily~~in tocash, ~~our~~net ~~obligations~~of tocash ~~purchase~~divested, ~~wafers~~ and ~~substrates~~1.2 ~~from~~million ~~third~~shares ~~parties~~of ~~and~~Sanmina ~~future~~common ~~payments~~stock ~~related~~valued toat ~~certain~~$154 ~~software~~million. ~~and~~We ~~technology~~are ~~licenses~~eligible ~~and~~to IPreceive ~~licenses.~~additional Oncash anconsideration ~~ongoing~~of ~~basis,~~up weto ~~work~~$450 ~~with~~million ~~our~~to ~~suppliers on~~ the ~~timing~~extent ofcertain ~~payments~~conditions ~~and~~are ~~deliveries~~met offollowing ~~purchase~~the ~~commitments,~~close ~~taking~~of ~~into~~the ~~account~~sale ~~business~~through ~~conditions.~~2028 ~~See~~(Sanmina ~~Note 17 – Commitments and Guarantees~~Earn-out).

OnAs ~~August~~of 17December 27, ~~2024~~2025, weour ~~agreed~~aggregate toprincipal ~~acquire~~debt ZTwas ~~Systems. Upon closing of the acquisition, we will pay approximately~~ $3.43 billion ~~in cash and 8~~,~~335,852~~ ~~shares~~with ofshort-term ~~AMD common stock~~ and tolong-term ~~the~~debt ~~extent~~obligations ~~certain~~of ~~conditions are met, we will pay an additional~~ $~~300~~874 million ~~of cash~~ and ~~up to 740,964 shares of AMD common stock~~$2.3 ~~The acquisition is expected to close in the first half of fiscal year 2025~~billion, ~~subject to certain regulatory approvals and other customary closing conditions~~respectively. ~~We intend to seek a strategic partner to acquire ZT Systems' manufacturing business.~~

We ~~believe~~have ~~our~~$3.0 ~~cash,~~billion ~~cash~~available ~~equivalents,~~under ~~short-term~~an ~~investments~~unsecured ~~and cash flows from operations along with our~~ revolving credit facility ~~and~~that ~~commercial~~expires ~~paper~~on ~~program~~April ~~will be sufficient to fund operations~~29, ~~including capital expenditures, purchase commitments, and acquisitions over the next 12 months and beyond~~2027. WeNo ~~believe we will be able to access the capital markets should we require additional~~ funds. ~~However,~~were wedrawn ~~cannot~~from ~~assure~~this ~~that~~credit ~~such~~facility ~~funds~~during ~~will~~the beyear ~~available~~ended ~~on favorable terms~~December 27, ~~or at all~~2025.

We also have a commercial paper program to issue unsecured commercial paper notes up to a maximum principal amount outstanding, at any time, of $3.0 billion, with a maturity of up to 397 days from the date of issue. We had no commercial paper outstanding as of December 27, 2025.

As of December 27, 2025, we had unconditional commitments of approximately $12.2 billion, of which $8.5 billion are in fiscal year 2026. Our contractual obligations and purchase commitments relate primarily to our obligations to purchase wafers and substrates from third parties and future payments related to multi-year cloud service provider arrangements, and certain software and technology licenses. We work continually with our suppliers on the timing of payments and deliveries of purchase commitments, taking into account business conditions. We also have commitments for leases that have commenced for approximately $940 million and leases that have not yet commenced for $1.3 billion. See Note 12 – Commitments and Contingencies for contractual obligations and purchase commitments and Note 10 - Leases for lease obligations.

We believe our cash, cash equivalents, short-term investments and cash flows from operations along with our revolving credit facility and commercial paper program will be sufficient to fund operations, including capital expenditures, purchase and lease commitments, and strategic activities over the next 12 months and beyond. We believe we will be able to access the capital markets should we require additional funds. However, we cannot assure that such funds will be available on favorable terms, or at all.

Operating Activities

Our working capital cash inflows and outflows from operations consist primarily of cash collections from our customers, payments for inventory purchases and payments for employee-related expenditures.

Net cash provided by operating activities of continuing operations was $36.5 billion in ~~2024~~2025, primarily due to our net income of $14.63 billion in ~~2024~~2025, adjusted for non-cash adjustments of $34.56 billion and net cash outflows of $2.14 billion from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a $12.92 billion increase in ~~accounts~~inventory ~~receivable driven~~ primarily byto ~~higher~~support ~~revenue in~~ the ~~last~~continued ~~month~~ramp of ~~2024~~Data ~~compared~~Center toproducts ~~the~~in ~~last~~advanced ~~month~~process oftechnology ~~2023, and a $1~~nodes.~~5 billion~~ ~~increase~~Net incash ~~inventories~~provided ~~driven primarily~~ by aoperating ~~build~~activities of ~~inventory~~the toZT ~~support~~Manufacturing ~~the~~Business, ~~ramp~~classified ofas ~~new~~discontinued ~~products~~operations, inwas ~~advanced~~$1.2 ~~process nodes~~billion.

Net cash provided by operating activities was $1.7 billion in 2023, primarily due to our net income of $854 million in 2023, adjusted for non-cash adjustments of $3.9 billion and net cash outflows of $3 billion from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a $1.3 billion increase in accounts receivable driven primarily by higher revenue in the last month of 2023 compared to the last month of 2022, and a $580 million increase in inventories driven primarily by a build of inventory to support the ramp of new products in advanced process nodes.55

Investing Activities

Net cash used in investing activities was $1.1 billion in 2024, which primarily consisted of cash used for purchases of short-term investments of $1.5 billion, $636 million for purchases of property and equipment, and cash used in acquisitions, net of cash acquired of $548 million, partially offset by proceeds from maturities of short-term investments of $1.4 billion and sale of short-term investments of $616 million.

Net cash used in investing activities was $1.4 billion in 2023, which primarily consisted of cash used for purchases of short-term investments of $3.7 billion, $546 million for purchases of property and equipment, and cash used in acquisitions, net of cash acquired of $131 million, partially offset by proceeds from maturities of short-term investments of $2.7 billion and the sale of short-term investments of $300 million.

Table of Conten t s

Net cash provided by operating activities was $3.0 billion in 2024, primarily due to our net income of $1.6 billion in 2024, adjusted for non-cash adjustments of $3.5 billion and net cash outflows of $2.1 billion from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a $1.9 billion increase in accounts receivable driven primarily by higher revenue in the last month of 2024 compared to the last month of 2023, and a $1.5 billion increase in inventories driven primarily by a build of inventory to support the ramp of new products in advanced process nodes.

Investing Activities

Net cash used in investing activities of continuing operations was $6.9 billion in 2025, which primarily consisted of $5.5 billion of cash used for purchases of short-term investments, $1.8 billion of cash used in acquisitions, net of cash acquired and $1.0 billion for purchases of property and equipment, partially offset by $1.8 billion proceeds from maturities of short-term investments. Net cash provided by investing activities of discontinued operations in 2025 was $1.3 billion, primarily from the sale of the ZT Manufacturing Business.

Net cash used in investing activities was $1.1 billion in 2024, which primarily consisted of cash used for purchases of short-term investments of $1.5 billion, purchases of property and equipment of $636 million, and cash used in acquisitions, net of cash acquired of $548 million, partially offset by proceeds from maturities of short-term investments of $1.4 billion and sale of short-term investments of $616 million.

Financing Activities

Net cash used in financing activities of continuing operations was $431 million in 2025, which primarily consisted of $1.3 billion of common stock repurchases under the Repurchase Program and $607 million of stock repurchases for tax withholding on employee equity plans, partially offset by $1.5 billion of net cash received from issuance of debt, net of repayments, and $285 million of proceeds from the issuance of common stock under our employee equity plans. There was no net cash provided by financing activities of discontinued operations for the year ended December 27, 2025.

Net cash used in financing activities was $2.1 billion in 2024, which primarily consisted of common stock repurchases of $862 million under the Repurchase Program, repurchases to cover tax withholding on employee equity plans of $728 million, and repayment of the 2.95% Notes of $750 million, partially offset by proceeds from the issuance of common stock under our employee equity plans of $279 million.

Net cash used in financing activities was $1.1 billion in 2023, which primarily consisted of common stock repurchases of $985 million under the Repurchase Program and repurchases to cover tax withholding on employee equity plans of $427 million, partially offset by proceeds from the issuance of common stock under our employee equity plans of $268 million.

Off-Balance Sheet Arrangements

As of December 2827, ~~2024~~2025, we ~~had~~did nonot have any off-balance sheet arrangements that have had, or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

5156

Table of Conten t s

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt. We usually invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates with short-term market conditions. As of December 2827, ~~2024~~2025, our investment portfolio consisted of fixed income instruments, time deposits and commercial paper. Our primary aim with our investment portfolio is to invest available cash while preserving principal and meeting liquidity needs. In accordance with our investment policy, we place investments with high credit quality issuers and limit the amount of credit exposure to any one issuer based upon the issuer's credit rating. These securities are subject to interest rate risk and will decrease in value if market interest rates increase. A hypothetical 50 basis-point (half percentage point) increase or decrease in interest rates compared to rates on December 2827, ~~2024~~2025 would have affected the fair value of our cash equivalent and investment portfolio by approximately $625 million.

As of December 2827, ~~2024~~2025, all of our outstanding long-term debt had fixed interest rates. Consequently, our exposure to market risk for changes in interest rates on reported interest expense and corresponding cash flows is minimal.

We will continue to monitor our exposure to interest rate risk.

Default Risk. We mitigate default risk in our investment portfolio by investing in only high credit quality securities and by constantly positioning our portfolio to respond to a significant reduction in a credit rating of any investment issuer or guarantor. Our portfolio includes investments in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity. We are averse to principal loss and strive to preserve our invested funds by limiting default risk and market risk.

We actively monitor market conditions and developments specific to the securities and security classes in which we invest. We believe that we take a conservative approach to investing our funds in that we invest only in highly-rated debt securities with relatively short maturities and do not invest in securities which we believe involve a higher degree of risk. As of December 2827, ~~2024~~2025, all of our investments in debt securities were A-rated by at least one of the rating agencies. While we believe we take prudent measures to mitigate investment-related risks, such risks cannot be fully eliminated as there are circumstances outside of our control.

~~Foreign~~Long-term ~~Exchange~~Investment Risk. As Our long-term investments are held in both marketable and non-marketable equity securities and other instruments. Marketable equity securities include investments in publicly traded companies. Non-marketable equity securities and other instruments include investments in privately held companies, which are often in a ~~result~~start-up or early development stage and are inherently risky. The technologies of ~~our~~these ~~foreign~~privately ~~operations~~held companies are under research or development, wetypically ~~incur~~in ~~costs~~the early stages and wemay ~~carry~~never ~~assets~~materialize, and ~~liabilities~~may ~~that~~result ~~are~~in ~~denominated~~a loss of our investment in ~~foreign~~these ~~currencies~~companies. As of December 27, ~~while~~2025 ~~sales~~and ofDecember ~~products~~31, ~~are~~2024, ~~primarily~~the ~~denominated~~carrying value of our investments in Upublicly traded companies was $198 million and $0, respectively, and the carrying value of our non-marketable equity securities and other instruments was $1.S3 billion and $468 million, respectively. ~~dollars~~These securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings. We regularly review our non-marketable equity securities and other instruments for potential impairment.

Foreign Exchange Risk. As a result of our foreign operations, we incur costs and we carry assets and liabilities that are denominated in foreign currencies, while sales of products are primarily denominated in U.S. dollars. We maintain a foreign currency hedging strategy which uses derivative financial instruments to mitigate the risks associated with changes in foreign currency exchange rates. This strategy takes into consideration all of our exposures. We do not use derivative financial instruments for trading or speculative purposes.

~~The~~As ~~following~~of ~~table~~December ~~provides~~27, ~~information~~2025 ~~about~~and December 28, 2024, our portfolio of foreign currency forward contracts ashad an aggregate notional amount of ~~December 28,~~$3.4 ~~2024~~billion and ~~December 30~~$2.8 billion, ~~2023~~respectively. All offorward ~~our~~contracts mature within 24 months. Our foreign currency forward contracts ~~mature~~cover ~~within~~a 24range ~~months~~of currencies tied to our global operations, including but not limited to the Indian Rupee, Canadian Dollar and Chinese Renminbi. As of December 27, 2025 and December 28, 2024, the estimated net fair‑value position of these forwards was a $12 million gain and $66 million loss, respectively.

	December 28, 2024					December 30, 2023
	NotionalAmount		AverageContractRate	EstimatedFair ValueGain (Loss)		NotionalAmount		AverageContractRate	EstimatedFair ValueGain (Loss)
	(In millions except contract rates)
Foreign currency forward contracts:
Chinese Renminbi	$	524	6.9946	$	(9)	$	655	6.7593	$	(10)
Canadian Dollar	732		1.3623	(29)		645		1.3479	11
Indian Rupee	700		85.9050	(6)		514		84.6922	1
Taiwan Dollar	28		29.1567	—		171		29.3064	(3)
Singapore Dollar	360		1.3036	(8)		495		1.3314	6
Euro	283		0.8908	(7)		303		0.9017	1
Pound Sterling	148		0.7762	(2)		167		0.8057	2
Malaysian Ringgit	73		4.2295	(3)		—		—	—
Total	$	2,848		$	(66)	$	2,950		$	8

Table of Conten t s

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Advanced Micro Devices, Inc.

Consolidated Statements of Operations

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions, except per share amounts)
Net revenue	$	2534,~~785~~639	$	2225,~~680~~785	$	2322,~~601~~680
Cost of sales	1216,~~114~~456		1112,~~278~~114		11,~~550~~278
Amortization of acquisition-related intangibles	~~946~~1,031		~~942~~946		~~1,448~~942
Total cost of sales	1317,~~060~~487		1213,~~220~~060		12,~~998~~220
Gross profit	1217,~~725~~152		1012,~~460~~725		10,~~603~~460
Research and development	68,~~456~~091		56,~~872~~456		5,~~005~~872
Marketing, general and administrative	24,~~783~~144		2,~~352~~735		2,~~336~~318
Amortization of acquisition-related intangibles	1,~~448~~223		1,~~869~~448		21,~~100~~869
Restructuring charges	~~186~~—		—186		—
Licensing gain	(48)		(34)		(102)
Total operating expenses	13,458		10,825		10,059
Operating income	13,~~900~~694		~~401~~1,900		~~1,264~~401
Interest expense	(92131)		(~~106~~92)		(88106)
Other income (expense), net	~~181~~577		~~197~~181		8197
Income before income taxes and equity income	1,989		492		1,184
Income from continuing operations before income taxes and equity income	4,140		1,989		492
Income tax provision (benefit)	~~381~~(103)		~~(346)~~381		(~~122~~346)
Equity income in investee	3326		1633		1416
Net income	$	1,641	$	854	$	1,320
Income from continuing operations, net of tax	4,269		1,641		854
Income from discontinued operations, net of tax	66		—		—
Net income	$	4,335	$	1,641	$	854
Earnings per share
Basic	$	1.01	$	0.53	$	0.85
Earnings from continuing operations - basic	$	2.63	$	1.01	$	0.53
Diluted	$	1.00	$	0.53	$	0.84
Earnings from discontinued operations - basic	0.04		—		—
Basic earnings per share	$	2.67	$	1.01	$	0.53
Earnings from continuing operations - diluted	$	2.61	$	1.00	$	0.53
Earnings from discontinued operations - diluted	0.04		—		—
Diluted earnings per share	$	2.65	$	1.00	$	0.53
Shares used in per share calculation
Basic	1,~~620~~624		1,~~614~~620		1,~~561~~614
Diluted	1,~~637~~636		1,~~625~~637		1,~~571~~625

See accompanying notes to the Consolidated Financial Statements.

5358

Table of Conten t s

Advanced Micro Devices, Inc.

Consolidated Statements of Comprehensive Income

Year Ended

December 28,2024

December 30,2023

December 31,2022

December 27,2025

December 28,2024

December 30,2023

(In millions)

Net income

14,~~641~~335

~~854~~1,641

~~1,320~~854

Other comprehensive income (loss), net of tax

Net change in unrealized gains (losses) on cash flow hedges

~~(59)~~66

31(59)

~~(38)~~31

Total comprehensive income

14,~~582~~401

~~885~~1,582

~~1,282~~885

See accompanying notes to the Consolidated Financial Statements.

5459

Table of Conten t s

Advanced Micro Devices, Inc.

Consolidated Balance Sheets

	December 28,2024		December 30,2023
	December 27,2025		December 28,2024
	(In millions, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	35,~~787~~539	$	3,~~933~~787
Short-term investments	15,~~345~~013		1,~~840~~345
Accounts receivable, net	6,~~192~~315		46,~~323~~192
Inventories	57,~~734~~920		45,~~351~~734
Receivables from related parties	113		9
Prepaid expenses and other current assets	2,160		1,991
Prepaid expenses and other current assets	1,878		2,312
Total current assets	26,947		19,049
Total current assets	19,049		16,768
Property and equipment, net	2,312		1,802
Property and equipment, net	1,802		1,589
Goodwill	25,126		24,839
Operating lease right-of-use assets	623		633
Acquisition-related intangibles, net	16,705		18,930
Goodwill	24,839		24,262
Deferred tax assets, net	384		688
Acquisition-related intangibles	18,930		21,363
Other non-current assets	5,452		3,918
Investment: equity method	149		99
Total assets	$	76,926	$	69,226
Deferred tax assets, net	688		366
Other non-current assets	3,146		2,805
Total assets	$	69,226	$	67,885
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,~~990~~929	$	2,~~055~~466
Payables to related parties	476		363
Accrued liabilities	5,250		4,260
Accrued liabilities	4,260		3,082
Current portion of long-term debt, net	874		—
Current portion of long-term debt, net	—		751
Other current liabilities	402		555
Other current liabilities	555		438
Total current liabilities	9,455		7,281
Total current liabilities	7,281		6,689
Long-term debt, net of current portion	2,348		1,721
Long-term debt, net of current portion	1,721		1,717
Long-term operating lease liabilities	625		491
Long-term operating lease liabilities	491		535
Deferred tax liabilities	313		349
Deferred tax liabilities	349		1,202
Other long-term liabilities	1,186		1,816
Other long-term liabilities	1,816		1,850
Commitments and contingencies (see Note 12)
Commitments and Contingencies (see Notes 17 and 18)
Stockholders’ equity:
Capital stock:
Common stock, par value $0.01; shares authorized: 2,250; shares issued: 1,680 and 1,663; shares outstanding: 1,622 and 1,616	17		17
Common stock, par value $0.01; shares authorized: 4,000; shares issued: 1,695 and 1,680; shares outstanding: 1,630 and 1,622	17		17
Additional paid-in capital	6163,~~362~~365		5961,~~676~~362
Treasury stock, at cost (shares held: 58 and 47)	(6,106)		(4,514)
Treasury stock, at cost (shares held: 65 and 58)	(7,079)		(6,106)
Retained earnings	26,~~364~~699		~~723~~2,364
Accumulated other comprehensive loss	(693)		(1069)
Total stockholders’ equity	5762,~~568~~999		5557,~~892~~568
Total liabilities and stockholders’ equity	$	6976,~~226~~926	$	6769,~~885~~226

See accompanying notes to the Consolidated Financial Statements.

5560

Table of Conten t s

Advanced Micro Devices, Inc.

Consolidated Statements of Stockholders’ Equity

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions)
Capital stock
Common stock
Balance, beginning of period	$	17	$	1617	$	1216
Common stock issued under employee equity plans	—		1—		—1
Issuance of common stock as consideration for acquisition	—		—		4
Balance, end of period	$	17	$	17	$	17
Balance, end of period	$	17	$	17	$	16
Additional paid-in capital
Balance, beginning of period	$	5961,~~676~~362	$	5859,~~005~~676	$	1158,~~069~~005
Common stock issued under employee equity plans	~~279~~285		~~273~~279		~~167~~273
Stock-based compensation	1,~~407~~638		1,~~384~~407		1,~~080~~384
Issuance of common stock to settle convertible debt	—		1—		—1
Issuance of common stock as consideration for acquisition	—		—		45,372
Reissuance of treasury stock	80		—		—
Fair value of replacement share-based awards related to acquisition	—		—		275
Issuance of common stock warrants	—		—		13
Issuance of common stock warrants	—		13		42
Balance, end of period	$	63,365	$	61,362	$	59,676
Balance, end of period	$	61,362	$	59,676	$	58,005
Treasury stock
Balance, beginning of period	$	(46,~~514~~106)	$	(34,~~099~~514)	$	(23,~~130~~099)
Repurchases of common stock	(~~862~~1,316)		(~~985~~862)		(~~3,702~~985)
Reissuance of treasury stock as consideration for acquisition	—		—		3,138
Reissuance of treasury stock	968		—		—
Common stock repurchases for tax withholding on employee equity plans	(~~730~~625)		(~~430~~730)		(~~405~~430)
Balance, end of period	$	(67,~~106~~079)	$	(46,~~514~~106)	$	(34,~~099~~514)
Retained earnings (accumulated deficit)
Balance, beginning of period	$	~~723~~2,364	$	~~(131)~~723	$	(~~1,451~~131)
Net income	14,~~641~~335		~~854~~1,641		~~1,320~~854
Balance, end of period	$	26,~~364~~699	$	~~723~~2,364	$	~~(131)~~723
Accumulated other comprehensive loss
Balance, beginning of period	$	(1069)	$	(4110)	$	(341)
Other comprehensive income (loss)	~~(59)~~66		31(59)		~~(38)~~31
Balance, end of period	$	(693)	$	(1069)	$	(4110)
Total stockholders' equity	$	5762,~~568~~999	$	5557,~~892~~568	$	5455,~~750~~892

See accompanying notes to the Consolidated Financial Statements.

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Advanced Micro Devices, Inc.

Consolidated Statements of Cash Flows


	Year Ended
	December 27, 2025		December 28, 2024		December 30, 2023
	(In millions)
Cash flows from operating activities:
Net income	$	4,335	$	1,641	$	854
Income from discontinued operations, net of tax	(66)		—		—
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	750		671		642
Amortization of acquisition-related intangibles	2,254		2,393		2,811
Stock-based compensation	1,638		1,407		1,384
(Gains) losses on long-term investments, net	(341)		—		(1)
Deferred income taxes	248		(1,163)		(1,019)
Inventory loss at (recovery from) contract manufacturer	(67)		65		—
Other	120		125		45
Changes in operating assets and liabilities:
Accounts receivable, net	(121)		(1,865)		(1,339)
Inventories	(2,189)		(1,458)		(580)
Prepaid expenses and other assets	(11)		339		(390)
Accounts payable	410		3		(519)
Accrued and other liabilities	(467)		883		(221)
Net cash provided by operating activities of continuing operations	6,493		3,041		1,667
Net cash provided by operating activities of discontinued operations	1,216		—		—
Net cash provided by operating activities	7,709		3,041		1,667
Cash flows from investing activities:
Purchases of property and equipment	(974)		(636)		(546)
Purchases of short-term investments	(5,470)		(1,493)		(3,722)
Proceeds from maturity of short-term investments	1,765		1,416		2,687
Proceeds from sale of short-term investments	80		616		300
Acquisitions, net of cash acquired	(1,760)		(548)		(131)
Related party loan and equity method investment	—		(117)		—
Purchases of long-term investments	(502)		(341)		(11)
Other	10		2		—
Net cash used in investing activities of continuing operations	(6,851)		(1,101)		(1,423)
Proceeds from divestiture, net of cash divested	1,356		—		—
Purchases of property and equipment	(38)		—		—
Net cash provided by investing activities of discontinued operations	1,318		—		—
Net cash used in investing activities	(5,533)		(1,101)		(1,423)
Cash flows from financing activities:
Proceeds from debt and commercial paper issuance, net of issuance costs	2,441		—		—
Repayment of debt and commercial paper	(950)		(750)		—
Proceeds from sales of common stock through employee equity plans	285		279		268
Repurchases of common stock	(1,316)		(862)		(985)
Stock repurchases for tax withholding on employee equity plans	(607)		(728)		(427)
Settlement of contingent consideration liability	(284)		—		—
Other	—		(1)		(2)
Net cash used in financing activities	(431)		(2,062)		(1,146)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,745		(122)		(902)
Cash, cash equivalents and restricted cash at beginning of year	3,811		3,933		4,835
Cash, cash equivalents and restricted cash at end of year	$	5,556	$	3,811	$	3,933

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	(In millions)
Cash flows from operating activities:
Net income	$	1,641	$	854	$	1,320
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	671		642		626
Amortization of acquisition-related intangibles	2,393		2,811		3,548
Stock-based compensation	1,407		1,384		1,081
Amortization of operating lease right-of-use assets	113		98		88
Amortization of inventory fair value adjustment	—		3		189
Deferred income taxes	(1,163)		(1,019)		(1,505)
Inventory loss at contract manufacturer	65		—		—
Other	12		(57)		64
Changes in operating assets and liabilities:
Accounts receivable, net	(1,865)		(1,339)		(278)
Inventories	(1,458)		(580)		(1,401)
Prepaid expenses and other assets	343		(383)		(2,010)
Receivables from and payable to related parties, net	108		(107)		366
Accounts payable	(109)		(419)		931
Accrued and other liabilities	883		(221)		546
Net cash provided by operating activities	3,041		1,667		3,565
Cash flows from investing activities:
Purchases of property and equipment	(636)		(546)		(450)
Purchases of short-term investments	(1,493)		(3,722)		(2,667)
Proceeds from maturity of short-term investments	1,416		2,687		4,310
Proceeds from sale of short-term investments	616		300		—
Cash received from acquisition of Xilinx	—		—		2,366
Acquisitions, net of cash acquired	(548)		(131)		(1,544)
Related party equity method investment	(17)		—		—
Issuance of loan to related party	(100)		—		—
Purchases of strategic investments	(341)		(11)		(5)
Other	2		—		(11)
Net cash provided by (used in) investing activities	(1,101)		(1,423)		1,999
Cash flows from financing activities:
Proceeds from debt, net of issuance costs	—		—		991
Repayment of debt	(750)		—		(312)
Proceeds from sales of common stock through employee equity plans	279		268		167
Repurchases of common stock	(862)		(985)		(3,702)
Stock repurchases for tax withholding on employee equity plans	(728)		(427)		(406)
Other	(1)		(2)		(2)
Net cash used in financing activities	(2,062)		(1,146)		(3,264)
Net increase (decrease) in cash, cash equivalents and restricted cash	(122)		(902)		2,300
Cash, cash equivalents and restricted cash at beginning of year	3,933		4,835		2,535
Cash, cash equivalents and restricted cash at end of year	$	3,811	$	3,933	$	4,835

Table of Conten t s

Advanced Micro Devices, Inc.Consolidated Statements of Cash Flows
	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions)
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	7291	$	8472	$	8584
Income taxes, net of refund	$	~~1,386~~884	$	~~523~~1,386	$	~~685~~523
Non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid	$	~~144~~129	$	~~106~~144	$	~~157~~106
Issuance of common stock and treasury stock for the acquisition of Xilinx	$	—	$	—	$	48,514
Reissuance of treasury stock for acquisition	$	860	$	—	$	—
Fair value of replacement share-based awards related to acquisition of Xilinx	$	—	$	—	$	275
Reissuance of treasury stock to settle contingent consideration liability from acquisition	$	188	$	—	$	—
Non-cash consideration and earn-out receivable from divestiture	$	486	$	—	$	—
Non-cash activities for leases:
Operating lease right-of-use assets acquired by assuming related liabilities	$	~~102~~285	$	~~273~~102	$	~~115~~273
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	35,~~787~~539	$	3,~~933~~787	$	43,~~835~~933
Restricted cash included in Prepaid expenses and other current assets	2417		—24		—
Total cash, cash equivalents, and restricted cash	$	35,~~811~~556	$	3,~~933~~811	$	43,~~835~~933

See accompanying notes to the Consolidated Financial Statements.

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Advanced Micro Devices, Inc.

Notes to Consolidated Financial Statements

NOTE 1 – The Company

Advanced Micro Devices, Inc. is a global semiconductor company. References herein to AMD or the Company mean Advanced Micro Devices, Inc. and its consolidated subsidiaries. AMD’s products include Artificial Intelligence (AI) Accelerators, ~~x86~~ microprocessors (CPUs) and graphics processing units (GPUs), as standalone devices or as incorporated into accelerated processing units (APUs), chipsets, data center and professional GPUs, embedded processors, semi-custom System-on-Chip (SoC) products, microprocessor and SoC development services and technology, data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), System on Modules (SOMs), ~~Smart~~AI Network Interface Cards (~~SmartNICs~~AI NICs), and Adaptive SoC products. From time to time, the Company may also sell or license portions of its intellectual property (IP) portfolio.

NOTE 2 – Basis of Presentation and Significant Accounting Policies

Fiscal Year. The Company uses a 52- or 53-week fiscal year ending on the last Saturday in December. Fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 ended on December 2827, ~~2024~~2025, December 3028, ~~2023~~2024 and December 3130, ~~2022~~2023, respectively. Fiscal years 2025, 2024 and 2023 each consisted of 52 weeks~~, while fiscal year 2022 consisted of 53 weeks~~.

Principles of Consolidation. The Consolidated Financial Statements include the Company’s accounts and those of its wholly-owned subsidiaries. ~~Upon consolidation, all inter-company accounts and transactions have been eliminated.~~

Reclassification and Change in Presentation. ~~Unbilled~~Certain ~~receivables~~amounts offrom ~~$1.1~~fiscal ~~billion~~years as2024 ofand ~~December 30,~~ 2023 were reclassified ~~from~~to ~~within~~conform ~~Accounts~~to ~~receivable,~~current ~~net~~period topresentation. These include the balance sheet presentation of Receivables from related parties within Prepaid expenses and other current assets, onOperating ~~the~~lease ~~Company’s~~right-of-use ~~Consolidated~~assets ~~Balance~~and ~~Sheets~~Investment: ~~and~~equity inmethod ~~the~~within ~~Statements~~Other ofnon-current ~~Cash~~assets, ~~Flows~~and Payables to ~~conform~~related toparties ~~current~~within ~~period~~Accounts ~~presentation~~payable.

Use of Estimates. The preparation of ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the financial statements. Areas where management uses subjective judgment include, but are not limited to, revenue allowances, inventory valuation, valuation of goodwill and long-lived and intangible assets, business combination accounting, and income taxes.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Sales, value-added, and other taxes collected concurrently with the provision of goods or services are excluded from revenue. Shipping and handling costs associated with product sales are included in cost of sales. Substantially all of the Company’s revenue is derived from product sales.

Customers are generally required to pay for products and services within the Company’s standard contractual terms, which are typically net 30 to 60 days. The Company has determined that it does not have significant financing components in its contracts with customers.

Non-custom products

The Company transfers control and recognizes revenue when non-custom products are shipped to customers, which includes original equipment manufacturers (OEM) and distributors, in accordance with the shipping terms of the sale. Certain OEMs may be entitled to rights of return and rebates under OEM agreements. The Company also sells to distributors under terms allowing the majority of distributors certain rights of return and price protection on unsold merchandise held by them. The Company estimates the amount of variable consideration under OEM and distributor arrangements and, accordingly, records a provision for product returns, allowances for price protection and rebates based on actual historical experience and any known events.

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The Company offers incentive programs to certain customers, including cooperative advertising, marketing promotions, volume-based incentives and special pricing arrangements. Where funds provided for such programs can be estimated, the Company recognizes a reduction to revenue at the time the related revenue is recognized; otherwise, the Company recognizes such reduction to revenue at the later of when: i) the related revenue transaction occurs; or ii) the program is offered. For transactions where the Company reimburses a customer for a portion of the customer’s cost to perform specific product advertising or marketing and promotional activities, such amounts are recognized as a reduction to revenue unless they qualify for expense recognition.

Constraints of variable consideration have not been material.

Custom products

Custom products, which are primarily associated with the Company’s Client and Gaming segment, are sold under non-cancellable purchases orders, for which the Company has an enforceable right to payment, and which have no alternative use to the Company at contract inception, are recognized as revenue, over the time of production of the products by the Company. The Company utilizes a cost-based input method, calculated as cost incurred plus estimated margin, to determine the amount of revenue to recognize for in-process or completed customer orders at a reporting date. The Company believes that a cost-based input method is the most appropriate manner to measure how the Company satisfies its performance obligations to customers because the effort and costs incurred best depict the Company’s satisfaction of its performance obligation.

Sales of custom products are not subject to a right of return and arrangements generally involve a single performance obligation. Generally, there are no variable consideration estimates associated with custom products.

Development and intellectual property licensing agreements

From time to time, the Company may enter into arrangements with customers that combine the provision of development services and a license to the right to use the Company’s IP. These arrangements are deemed to be single or multiple performance obligations based upon the nature of the arrangements. Revenue is recognized upon the transfer of control, over time or at a point in time, depending on the nature of the arrangements. The Company evaluates whether the licensing component is distinct. A licensing component is distinct if it is both (i) capable of being distinct and (ii) distinct in the context of the arrangement. If the license is not distinct, it is combined with the development services as a single performance obligation and recognized over time. If the license is distinct, revenue is recognized at a point in time when the customer has the ability to benefit from the license.

From time to time, the Company may enter into arrangements with customers that solely involve the sale or licensing of its patents or IP. Generally, there are no performance obligations beyond transferring the designated license to the Company’s patents or IP. Accordingly, revenue is recognized at a point in time when the customer has the ability to benefit from the license.

There are no variable consideration estimates associated with either combined development and IP arrangements or for standalone arrangements involving either the sale or licensing of IP.

Inventories

The Company values inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for its products, the Company considers assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for its products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, the Company considers assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. The Company fully reserves for inventories and non-cancellable purchase orders for inventory deemed obsolete. The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory carrying value adjustments may be required.

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Business Combinations

The Company isuses ~~required to use~~ the acquisition method of accounting for business combinations. ~~The~~which ~~acquisition~~allocates ~~method of accounting requires~~ the ~~Company to allocate the~~ purchase consideration to the assets acquired and liabilities assumed from the acquiree based on their respective fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. ~~Critical~~Significant estimates and inputs used in valuing acquired assets and liabilities held for sale, developed technology, and other identifiable intangible assets include, but are not limited to, expected future revenue ~~growth rates and margins~~, future changes in technology, ~~time~~useful tolives, ~~recreate~~risk-adjusted ~~customer~~discount ~~relationships~~rates, ~~useful~~and ~~lives,~~time and ~~discount~~costs ~~rates~~to recreate certain assets. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made.

Goodwill

The Company performs its goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment.

The Company has the option to first perform qualitative testing to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Qualitative factors include industry and market considerations, overall financial performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test.

If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying value or elects to bypass the qualitative test, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. If a reporting unit’s fair value is determined to be less than its carrying value, a goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value, not to exceed the total amount of goodwill allocated to that reporting unit.

Long-Lived and Intangible Assets

~~Long~~The Company reviews its long-lived and intangible assets ~~to be held and used are reviewed~~ for impairment if indicators of potential impairment ~~exist~~are ~~and~~identified, at least ~~annually~~quarterly. ~~for indefinite~~Indefinite-lived intangible assets. ~~Impairment indicators~~ are reviewed onfor aimpairment ~~quarterly~~at ~~basis~~least annually. Assets are grouped and evaluated for impairment at the lowest level of identifiable cash flows.

When indicators of impairment exist and assets are held for use, the Company estimates future undiscounted cash flows attributable to the related asset groups. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the asset group or based on appraisals. Factors affecting impairment of assets held for use include the ability of the specific assets to generate separately identifiable positive cash flows.

When assets are removed from operations and held for sale, the Company estimates impairment losses as the excess of the carrying value of the assets over their fair value. Market conditions are among the factors affecting impairment of assets held for sale. Changes in any of these factors could necessitate impairment recognition in future periods for assets held for use or assets held for sale.

Cash Equivalents

Cash equivalents consist of financial instruments that are readily convertible into cash and have original maturities of three months or less at the time of purchase.

Accounts Receivable

Accounts receivable are primarily comprised of trade receivables presented net of rebates, price protection and an allowance for credit loss. The Company manages its exposure to customer credit risk through credit limits, credit lines, ongoing monitoring procedures and credit approvals. While the Company maintains an allowance for customer credit losses, its accounts receivable write-offs have historically not been significant.

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Unbilled Receivables

Unbilled receivables are recorded within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. Unbilled receivables primarily represent work completed on development services and on custom products under non-cancellable purchase orders that have no alternative use to the Company at contract inception, recognized as revenue but not yet invoiced to customers.

Investments

Available-for-Sale Debt Securities. Investments in marketable debt securities are available for use in current operations, including those with maturity dates beyond one year, and are classified within current assets on the Consolidated Balance Sheets. Available-for-sale debt securities are recorded at fair value, with the change in unrealized gains and losses, net of tax, reported asin ~~a separate component on~~ the Consolidated Statements of Comprehensive Income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other income (expense) on the Consolidated Statements of Operations, and any remaining unrealized losses, net of tax, are included in Accumulated other comprehensive income (loss), in Consolidated Statements of Stockholders’ Equity. The Company uses the first-in, first-out method as basis of the cost of securities sold.

Strategic Non-marketable Equity Securities. The Company’s investments in non-marketable securities of privately-held companies are held for long-term strategic purposes and are accounted for under the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes and are periodically assessed for impairment when events or circumstances indicate that a decline in value may have occurred. The Company's periodic assessment of impairment is made by considering available evidence, including the investee’s general market and industry conditions and product development status. The Company also assesses the investee’s ability to meet business milestones, its financial condition, and near-term prospects, including the rate at which the investee is using its cash, the investee’s need for possible additional funding at a lower valuation and any bona fide offer to purchase the investee.66

Table of Conten t s

Long-term Investments. Long-term investments are held in both marketable and non-marketable equity securities and other instruments. Marketable equity securities include investments in publicly traded companies. Non-marketable equity securities include investments in privately held companies held for long-term strategic purposes and are accounted for under the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes and are periodically assessed for impairment when events or circumstances indicate that a decline in value may have occurred. These investments are recorded within Other non-current assets on the Consolidated Balance Sheets. Gains and losses are recorded in Other income, expense, net on the Consolidated Statements of Operations.

Fair Value Measurements

The Company’s financial instruments are measured and recorded at fair value on a recurring basis, except for non-marketable equity investments in privately-held companies, which are generally accounted for under the measurement alternative.

Fair Value Hierarchy

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. The guidance for fair value measurements requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of ~~two~~2 to 157 years for equipment, 34up to 44 years for buildings, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

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Leases

~~Operating~~The Company records operating and finance leases ~~are recorded~~ as right-of-use (ROU) assets and lease liabilities on the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable. When the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate, which is based on its collateralized borrowing capabilities over a similar term of the lease payments. When using the incremental borrowing rate, the Company utilizes the consolidated group incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company has elected the accounting policy to not recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in ~~operating~~other ~~lease~~non-current ~~ROU~~ assets, other current liabilities, and long-term operating lease liabilities on the Company’s Consolidated Balance Sheets. The Company’s finance leases are immaterial.

Table of Conten t s

Foreign Currency Translation/Transactions

The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities denominated in non-U.S. dollars have been remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for non-monetary assets and liabilities. Non-U.S. dollar denominated transactions have been remeasured at average exchange rates in effect during each period, except for those cost of sales and expense transactions related to non-monetary balance sheet amounts which have been remeasured at historical exchange rates. The gains or losses from foreign currency remeasurement are included in earnings.

Marketing and Advertising Expenses

Advertising costs are expensed as incurred. In addition, the Company’s marketing and advertising expenses include certain cooperative advertising funding obligations under customer incentive programs, which costs are recorded ~~upon~~as ~~agreement with customers and vendor partners~~incurred. Cooperative advertising expenses are recorded as marketing, general and administrative ~~expense~~expenses to the extent the cash paid does not exceed the estimated fair value of the advertising benefit received. Any excess of cash paid over the estimated fair value of the advertising benefit received is recorded as a reduction of revenue. ~~Total~~Marketing ~~marketing~~ and advertising expenses for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were approximately $1.2.4 billion, $~~695~~1.2 ~~million~~billion and $~~683~~695 million, respectively.

Stock-Based Compensation

The Company estimates stock-based compensation cost for stock options at the grant date based on the option’s fair value as calculated by the Black-Scholes model. For time-based restricted stock units (RSUs), fair value is based on the closing price of the Company’s common stock on the grant date. The Company estimates the grant-date fair value of RSUs that involve a market condition using the Monte Carlo simulation model. The Company estimates the grant-date fair value of stock to be issued under the Company’s Employee Stock Purchase plan (ESPP) using the Black-Scholes model. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method, except for the compensation expense related to RSUs with performance or market conditions (PRSUs), which are recognized ratably for each vesting tranche from the service inception date to the end of the requisite service period. Forfeiture rates are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Contingencies

From time to time the Company ismay be a defendant or plaintiff in various legal actions that arise in the normal course of business. The Company is also subject to income tax, indirect tax or other tax claims by tax agencies in jurisdictions in which it conducts business. In addition, the Company is a party to environmental matters including local, regional, state and federal government clean-up activities at or near locations where the Company currently or has in the past conducted business. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of reasonably possible losses. A determination of the amount of reserves required for these commitments and contingencies that would be charged to earnings, if any, includes assessing the probability of adverse outcomes and estimating the amount of potential losses. The required reserves, if any, may change due to new developments in each matter or changes in circumstances such as a change in settlement strategy.

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Income Taxes

The Company computes the provision for income taxes using the liability method and recognizes deferred tax assets and liabilities for temporary differences between financial statement and income tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. The assessment requires significant judgment and is performed in each of the applicable taxing jurisdictions. In addition, the Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that they will be sustained, based on the technical merits of the positions, on examination by the jurisdictional tax authority. Interest and penalties related to ~~income~~uncertain ~~taxes~~tax positions are recorded within the Income tax provision (benefit) line in the Company’s Consolidated Statements of Operations. The Company is subject to the Global Intangible Low Taxed Income (GILTI) tax in the U.S. and recognizes deferred taxes for temporary basis differences that are expected to reverse as GILTI tax in future years.

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Earnings Per Share

Basic Earnings Per Share (EPS) is calculated using the weighted-average number of shares outstanding during the period. Diluted EPS is calculated using the weighted-average number of shares outstanding plus the effect of potentially dilutive shares outstanding which is determined using the treasury stock method. Potentially dilutive shares are excluded from the computation of diluted EPS in periods in which their effect is anti-dilutive.

Recently Issued Accounting Standard Updates Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) ~~2023-07~~Income ~~Segment~~Taxes ~~Reporting~~- ~~(Topic~~Improvement ~~280) Improvements~~ to ~~Reportable~~Income ~~Segment~~Tax Disclosures to(ASU ~~enhance~~2023-09) ~~disclosures~~that ~~about~~requires ~~significant~~disclosure ~~segment~~of ~~expenses.~~disaggregated ~~This~~income ~~ASU~~taxes ispaid, ~~effective~~prescribes standard categories for the ~~Company’s~~components ~~fiscal~~of ~~year~~the ~~2024~~effective ~~and~~tax ~~interim~~rate ~~periods~~reconciliation, inand ~~fiscal~~modifies ~~year~~other ~~2025~~income tax-related disclosures. The Company adopted ~~this~~ASU ~~standard~~2023-09 in the fourth quarter of ~~2024~~2025, with prospective application. See Note 417 - ~~Segment~~Income ~~Reporting~~Taxes for further information.

Recently Issued Accounting Standard Updates Not Yet Adopted

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903 Disaggregation - Income ~~Taxes~~Statement ~~(Topic~~Expenses ~~740~~(DISE) ~~Improvements~~that toexpanded ~~Income~~the ~~Tax~~annual ~~Disclosures~~and ~~that~~interim ~~requires~~ disclosure of ~~disaggregated~~certain ~~income~~costs ~~taxes~~and ~~paid,~~expense ~~prescribes~~categories ~~standard~~into specified categories ~~for~~in the ~~components~~notes ofto the financial statements. The ASU will be effective ~~tax~~for ~~rate~~the ~~reconciliation,~~Company ~~and~~beginning ~~modifies~~with ~~other~~the ~~income~~fiscal ~~tax-related~~year ~~disclosures.~~2027 ~~This~~and ~~ASU~~interim isperiods ~~effective~~thereafter, ~~for~~and ~~the~~could ~~Company’s~~be ~~fiscal~~applied ~~year~~either ~~2025.~~prospectively ~~Early~~or ~~adoption~~retrospectively, iswith early adoption permitted. The Company is currently evaluating ~~income~~the ~~tax~~impact ~~disclosures~~of ~~related~~this toASU on its ~~annual~~financial ~~report for fiscal year 2025~~statements.

InAlthough ~~November~~there ~~2024,~~are ~~the~~several ~~FASB~~other ~~issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The~~ new ~~guidance~~accounting ispronouncements ~~intended~~issued toby ~~provide~~the ~~investors enhanced disclosures and requires public companies to disaggregate key expense types. The update is effective for fiscal years beginning after December 15~~FASB, ~~2026,~~the ~~and~~Company ~~interim~~does ~~periods~~not ~~within~~believe ~~fiscal~~any ~~years~~of ~~beginning~~these ~~after~~accounting ~~December~~pronouncements ~~15,~~had ~~2027,~~or ~~with~~will ~~early~~have ~~adoption~~a ~~permitted.~~material ~~The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the~~ impact ~~of this new standard~~ on its ~~Consolidated~~financial ~~Financial Statements~~statements.

Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its Consolidated Financial Statements.

NOTE 3 – Supplemental Financial Statement Information

Inventories	December 2827,~~2024~~2025		December 3028,~~2023~~2024
	(In millions)
Raw materials	$	~~351~~909	$	~~279~~351
Work in process	4,~~289~~768		34,~~260~~289
Finished goods	12,~~094~~243		~~812~~1,094
Total inventories	$	57,~~734~~920	$	45,~~351~~734


Property and Equipment, net	December 27, 2025		December 28, 2024
	(In millions)
Land, building and leasehold improvements	$	967	$	853
Equipment	3,453		2,798
Construction in progress	508		324
Property and equipment, gross	4,928		3,975
Accumulated depreciation	(2,616)		(2,173)
Total property and equipment, net	$	2,312	$	1,802

Depreciation expense for 2025, 2024 and 2023 was $521 million, $454 million and $441 million, respectively.


Accrued Liabilities	December 27, 2025		December 28, 2024
	(In millions)
Accrued marketing programs	$	1,454	$	1,063
Accrued compensation and benefits	1,645		1,174
Customer-related liabilities	1,194		1,349
Other accrued expenses and liabilities	957		674
Total accrued liabilities	$	5,250	$	4,260

Table of Conten t s

Prepaid Expenses and Other Current Assets	December 28,2024		December 30,2023
	(In millions)
Unbilled receivables	$	628	$	1,053
Other	1,250		1,259
Total prepaid expenses and other current assets	$	1,878	$	2,312

Property and Equipment, net	December 28,2024		December 30,2023
	(In millions)
Land, building and leasehold improvements	$	853	$	821
Equipment	2,798		2,346
Construction in progress	324		209
Property and equipment, gross	3,975		3,376
Accumulated depreciation	(2,173)		(1,787)
Total property and equipment, net	$	1,802	$	1,589

Depreciation expense for 2024, 2023 and 2022 was $454 million, $441 million and $439 million, respectively.

Accrued Liabilities	December 28,2024		December 30,2023
	(In millions)
Accrued marketing programs	$	1,063	$	827
Accrued compensation and benefits	1,174		884
Customer-related liabilities	1,349		788
Other accrued and current liabilities	674		583
Total accrued liabilities	$	4,260	$	3,082

Revenue

Revenue allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied) include amounts received from customers and amounts that will be invoiced and recognized as revenue in future periods for product revenue, development services, ~~IP licensing~~ and ~~product~~IP ~~revenue~~licensing. As of December 2827, ~~2024~~2025, the aggregate transaction price allocated to remaining performance obligations under contracts with an original expected duration of more than one year was $85315 million, of which $67201 million is expected to be recognized in the next 12 months. The revenue allocated to remaining performance obligations does not include amounts which have an original expected duration of one year or less.

Revenue recognized over time associated with custom products and development services accounted for approximately 89%, 258% and 2425% of the Company’s revenue in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Cost of Sales

During the year ended December 27, 2025, the Company recorded approximately $440 million of net inventory and related charges associated with the U.S. government export control on AMD Instinct™ MI308 Data Center GPU products in Cost of sales. The Company did not have any export control related charges in 2024 and 2023.

NOTE 4 – Segment Reporting

Management, including the Chief Operating Decision Maker (CODM), who is the Company’s Chief Executive Officer, reviews and assesses operating performance using segment net revenue, consolidated cost of sales and operating expenses and operating income (loss). These performance measures include the allocation of expenses to the reportable segments based on management’s judgment. The CODM is regularly provided segment operating income to assess relative segment performance. In the first quarter of fiscal year 2025, the Company changed its segment structure, combining the Client and Gaming segments into one reportable segment to align with how the Company manages its business. All prior period segment data were retrospectively adjusted.

65The Company’s three reportable segments are:

~~Table~~•the ofData ~~Contents~~Center segment, which primarily includes Artificial Intelligence (AI) accelerators, microprocessors (CPUs) for servers, graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), AI Network Interface Cards (AI NICs), Field Programmable Gate Arrays (FPGAs) and adaptive System-on-Chip (SoC) products for data centers;

~~The~~•the ~~Company’s~~Client ~~four~~and ~~reportable~~Gaming ~~segments~~segment, ~~are:~~which primarily includes CPUs, APUs, chipsets for desktops and notebooks, discrete GPUs, and semi-custom SoC products and development services; and

•the ~~Data~~Embedded ~~Center~~ segment, which primarily includes ~~Artificial~~embedded ~~Intelligence (AI) accelerators, server microprocessors (~~CPUs), ~~graphics processing units (GPUs), accelerated processing units (~~APUs), ~~data processing units (DPUs)~~FPGAs, ~~Field~~System ~~Programmable~~on ~~Gate~~Modules ~~Arrays~~ (~~FPGAs~~SOMs), ~~Smart Network Interface Cards (SmartNICs)~~ and ~~Adaptive~~adaptive ~~System-on-Chip (~~SoC) products ~~for data centers;~~ .

•the Client segment, which primarily includes CPUs, APUs, and chipsets for desktops and notebooks;

•the Gaming segment, which primarily includes discrete GPUs, and semi-custom SoC products and development services; and

•the Embedded segment, which primarily includes embedded CPUs, GPUs, APUs, FPGAs, System on Modules (SOMs), and Adaptive SoC products.

From time to time, the Company may also sell or license portions of its IP portfolio.

In addition to these reportable segments, the Company has an All Other category, which is not a reportable segment. This category primarily includes certain expenses and credits that are not allocated to any of the reportable segments because the CODM does not consider these expenses and credits in evaluating the performance of the reportable segments. This category primarily includes amortization of acquisition-related intangibles, employee stock-based compensation, acquisition-related and other costs, restructuring charges, inventory loss at (recovery from) contract manufacturer and licensing gain. Acquisition-related and other costs primarily include transaction costs, ~~purchase price fair value adjustments for inventory,~~ certain compensation charges, contract termination costs and workforce rebalancing charges.

66The following table provides a summary of net revenue, cost of sales and operating expenses, and operating income (loss) by segment. Segment cost of sales and operating expenses primarily include materials, external manufacturing, labor and marketing and advertising costs, and exclude expenses and credits that are recorded within the All Other category. Each of the Client and Gaming businesses do not qualify as a reportable operating segment, however, the Company continues to separately disclose revenue for each business.

Table of Conten t s

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions)
Net revenue:
Data Center	$	1216,~~579~~635	$	612,~~496~~579	$	6,~~043~~496
Client	7,054		4,651		6,201
Client and Gaming
Gaming	2,595		6,212		6,805
Client	10,640		7,054		4,651
Embedded	3,557		5,321		4,552
Gaming	3,910		2,595		6,212
Total net revenue	$	25,785	$	22,680	$	23,601
Total Client and Gaming	14,550		9,649		10,863
Embedded	3,454		3,557		5,321
Total net revenue	$	34,639	$	25,785	$	22,680
Cost of sales and operating expenses:
Data Center	$	913,~~097~~032	$	59,~~229~~097	$	45,~~195~~229
Client	6,157		4,697		5,011
Client and Gaming	11,695		8,462		9,938
Gaming	2,305		5,241		5,852
Embedded	2,211		2,136		2,693
Embedded	2,136		2,693		2,300
All Other	4,007		4,190		4,419
All Other	4,190		4,419		4,979
Total cost of sales and operating expenses	$	30,945	$	23,885	$	22,279
Total cost of sales and operating expenses	$	23,885	$	22,279	$	22,337
Operating income (loss):
Data Center	$	3,~~482~~603	$	13,~~267~~482	$	1,~~848~~267
Client	897		(46)		1,190
Client and Gaming	2,855		1,187		925
Gaming	290		971		953
Embedded	1,243		1,421		2,628
Embedded	1,421		2,628		2,252
All Other	(4,007)		(4,190)		(4,419)
All Other	(4,190)		(4,419)		(4,979)
Total operating income	$	3,694	$	1,900	$	401
Total operating income	$	1,900	$	401	$	1,264

Segment cost of sales and operating expenses primarily include material, external manufacturing, labor and marketing and advertising costs, and exclude expenses and credits that are recorded within the All Other category.

The following table provides items included in All Other category:

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions)
Operating loss:
Amortization of acquisition-related intangibles	$	2,~~394~~254	$	2,~~811~~394	$	32,~~548~~811
Stock-based compensation expense	1,~~407~~638		1,~~384~~407		1,~~081~~384
Acquisition-related and other costs	~~186~~228		~~258~~186		~~452~~258
Restructuring charges	~~186~~—		—186		—
Inventory loss at contract manufacturer	65		—		—
Inventory loss at (recovery from) contract manufacturer	(67)		65		—
Licensing gain	(4867)		(3448)		(~~102~~34)
Total operating loss	$	4,190	$	4,419	$	4,979
Other expense	21		—		—
Total operating loss	$	4,007	$	4,190	$	4,419

The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information.

6771

Table of Conten t s

The following table summarizes sales to external customers by geographic regions based on billing location of the customer:

	Year Ended
	December 28,2024		December 30,2023		December 31,2022
	December 27,2025		December 28,2024		December 30,2023
	(In millions)
United States	~~8,693~~$	11,363	~~7,837~~$	8,693	~~8,049~~$	7,837
China (including Hong Kong)	67,~~231~~751		36,~~417~~231		53,~~207~~417
Singapore	3,614		2,231		1,380
Taiwan	5,186		3,301		1,841
Taiwan	3,301		1,841		2,369
Singapore	4,284		3,614		2,231
Japan	1,767		4,629		4,177
Other regions	6,055		3,946		7,354
Europe	1,625		2,030		1,773
Total sales to external customers	$	34,639	$	25,785	$	22,680
Other regions	554		695		646
Total sales to external customers	$	25,785	$	22,680	$	23,601

~~The~~No ~~following table summarizes sales to a major~~ customer ~~that~~ accounted for at least 10% of the Company’s consolidated net revenue in fiscal years 2025 and 2024. One Client and Gaming segment customer accounted for ~~the~~18% ~~respective~~of ~~years:~~consolidated net revenue in fiscal year 2023.

Year Ended

Segment

December 28,2024

December 30,2023

December 31,2022

Customer A

Gaming

The following table summarizes property and equipment, net by geographic areas:

* Less than 10%


	December 27, 2025		December 28, 2024
	(In millions)
United States	$	1,717	$	1,312
Singapore	157		140
Canada	142		104
Other countries	296		246
Total property and equipment, net	$	2,312	$	1,802

~~The~~NOTE ~~following~~5 ~~table~~– Acquisitions ~~summarizes Property~~ and ~~equipment, net by geographic areas:~~Divestitures

	December 28,2024		December 30,2023
	(In millions)
United States	$	1,312	$	1,143
Singapore	140		144
Canada	104		84
India	100		86
Ireland	46		46
China (including Hong Kong)	38		42
Other countries	62		44
Total property and equipment, net	$	1,802	$	1,589

Fiscal Year 2025 Acquisitions

~~NOTE~~ZT 5Systems – Acquisition and ZT Manufacturing Business ~~Combinations~~Divestiture

On March 31, 2025 (the Acquisition Date), the Company completed the acquisition of all issued and outstanding shares of ZT Systems, a provider of AI and general-purpose compute infrastructure for hyperscale computing companies, for a total purchase consideration of $4.4 billion. The acquisition is expected to enable the Company to deliver end-to-end AI solutions and accelerate the design and deployment of AMD-powered AI infrastructure at scale optimized for the cloud.

The purchase consideration was comprised of the following (in millions):


Cash paid on Acquisition Date	$	3,188
Fair value of 8,335,849 shares(1) issued on Acquisition Date	860
Fair value of contingent consideration(2) on Acquisition Date	361
Total purchase consideration	$	4,409

(1) Represented the fair value based on the closing price of AMD common stock on March 28, 2025 of $103.22 per share, as the transaction closed prior to the opening of markets on March 31, 2025.

(2) Represented the estimated fair value of additional consideration of up to 740,961 shares of AMD common stock to be issued and up to $300 million of cash to be paid to former ZT Systems stockholders and warrant holders when the contingencies are fully met.

Table of Conten t s

The purchase consideration was preliminarily allocated as follows (in millions):


Cash and cash equivalents	$	1,500
Assets held for sale	5,965
Other assets	81
Total assets acquired	7,546
Liabilities held for sale	3,221
Other liabilities	124
Total liabilities assumed	3,345
Fair value of net assets acquired	4,201
Goodwill	208
Total purchase consideration	$	4,409

The Company preliminarily allocated the purchase price to identifiable tangible and intangible assets acquired and liabilities assumed based on estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management. The assets and liabilities related to the data center infrastructure manufacturing business (ZT Manufacturing Business), which was divested on October 27, 2025, were classified as held for sale. Fair values of assets and liabilities classified as held for sale were determined using the income and cost valuation approaches, which incorporate significant unobservable inputs. Goodwill was assigned to the Company’s Data Center reporting unit, primarily attributed to the assembled workforce and is not expected to be deductible for income tax purposes. The Company retained select intellectual property and employees associated with the design operations (ZT Design Business).

The purchase consideration allocation, including the fair value allocation between ZT Systems’ Manufacturing and Design Businesses, is preliminary and subject to revision as additional information about the fair value of assets acquired and liabilities assumed becomes available. The Company may continue to evaluate and further revise the preliminary purchase consideration allocation during the remainder of the measurement period, which will not exceed 12 months from the Acquisition Date.

The results of operations of the ZT Design Business are included in the Company’s continuing operations within the Data Center segment and are not material. The results of operations of the ZT Manufacturing Business are presented as discontinued operations in the Company’s Consolidated Financial Statements.

In 2025, acquisition-related transaction costs of $47 million were recorded within Marketing, general and administrative expenses.

The following table presents a reconciliation of the contingent consideration liability (in millions):


Initial valuation of contingent consideration liability on Acquisition Date	$	361
Change in fair value	121
Settlement in October 2025	(482)
Contingent consideration liability, December 27, 2025	$	—

The contingent consideration liability, which was measured at fair value on Acquisition Date and was remeasured to fair value until the contingencies were resolved, was settled in October 2025 with the former ZT shareholders and warrant holders as the contingencies were fully met. The change in fair value was recorded within Income from discontinued operations of the Company’s Consolidated Statements of Operations.

On October 27, 2025, the Company completed the sale of the ZT Manufacturing Business to Sanmina Corporation (Sanmina) for $2.4 billion in cash, subject to certain purchase price adjustments and 1,151,052 shares of Sanmina common stock. Upon close of the sale, the Company received cash of $1.4 billion, net of cash divested and purchase price adjustments, and shares of Sanmina common stock valued at $154 million. The purchase consideration received from the sale of the ZT Manufacturing Business is subject to customary post-closing adjustments.

Table of Conten t s

The Company is eligible to receive additional cash consideration of up to $450 million to the extent certain conditions are met following the close of the sale through 2028 (Sanmina Earn-out). The Company applied the loss recovery approach, under which the difference between the fair value of the consideration received, excluding the Sanmina Earn-out, and the carrying amount of the net assets disposed, is recognized as an Earn-out receivable, to the extent it is probable of being received. Upon close of the sale, the Company recorded a Sanmina Earn-out receivable of $332 million within Other non-current assets in the Company’s Consolidated Balance Sheets. The Earn-out receivable will be subject to impairment assessment at the end of each reporting period prior to receipt of payment. The Company also entered into a Manufacturing Services Agreement with Sanmina with an initial term of five years.

Other Acquisitions

In 2025, the Company completed other business acquisitions for a total consideration of $90 million that resulted in the recognition of $79 million of goodwill. The financial results of these acquired businesses, which were not material, were included in the Company's Consolidated Statements of Operations from their respective dates of acquisition within the Data Center segment.

Pro Forma Information

Since the ZT Manufacturing Business, which represented the majority of ZT Systems’ operations, was classified as held for sale upon acquisition and subsequently sold in October 2025, pro forma information presenting the combined results of operations of ZT Systems and other acquired entities were deemed neither material nor meaningful to the Company’s consolidated income from continuing operations and were omitted.

Fiscal Year 2024 Acquisitions

Silo AI Acquisition

On August 9, 2024, the Company completed the acquisition of Silo AI Oy (Silo AI), an AI lab based in Finland, infor an$665 ~~all-~~million in cash. ~~transaction~~The recorded purchase consideration of $~~665~~553 million., ~~Net~~net of closing adjustments, transaction costs and deferred cash compensation, ~~the purchase consideration of $553 million~~ was allocated to $19 million of identifiable intangible assets, $43 million of net liabilities assumed, and $577 million to goodwill. Goodwill was attributed to Silo AI’s workforce ~~who~~to ~~will help the Company~~ accelerate the deployment and development of AI ~~models and software~~ solutions on AMD hardware. Silo AI financial results, which were not material, were included in the Company's Statement of Operations ~~from~~since the date of acquisition, primarily within the Data Center segment.

Table of Contents

Pending Acquisition of ZT Systems

On August 17, 2024, the Company entered into an agreement (the Agreement) to acquire ZT Group Int’l, Inc. (ZT Systems), a provider of AI and general purpose compute infrastructure for hyperscale computing companies, in a cash and stock transaction valued at approximately $4.9 billion (the Acquisition). The aggregate closing consideration payable by the Company consists of 8,335,852 shares of the Company’s common stock and $3.4 billion in cash. Contingent consideration of up to 740,964 shares of the Company’s common stock and up to $300 million of cash is payable by the Company to the extent certain conditions are met. The Agreement provides that if the Acquisition is not completed by August 17, 2025, subject to two automatic extensions until February 17, 2026, the Company will pay a termination fee of $300 million. The Acquisition is expected to close in the first half of 2025, subject to certain regulatory approvals and other customary closing conditions. The Company intends to seek a strategic partner to acquire ZT Systems' manufacturing business.

Fiscal Year 2023 Acquisitions

During the year ended December 30, 2023, the Company completed business acquisitions for a total consideration of $134 million, ~~that~~recognizing ~~resulted in the recognition of~~ $49 million of identifiable net assets and $85 million of goodwill. The financial results of these acquired businesses, which were not material, were included in the Company's Consolidated Statements of Operations from their respective dates of acquisition under the Data Center, Client and Gaming, and Embedded segments.

~~Fiscal~~NOTE ~~Year~~6 ~~2022~~– ~~Acquisitions~~Goodwill and Acquisition-related Intangibles, net

~~Pensando Acquisition~~Goodwill

OnIn ~~May 26, 2022,~~ the ~~Company~~first ~~completed~~quarter ~~the acquisition~~ of ~~all~~fiscal ~~issued~~year ~~and outstanding shares of Pensando~~2025, athe ~~leader~~Company inassigned ~~next-generation~~goodwill ~~distributed~~to ~~computing,~~its ~~for~~updated areporting ~~transaction~~units ~~valued~~to atreflect ~~approximately~~the ~~$1.9 billion.~~change ~~The~~in ~~recorded~~its ~~purchase~~segment ~~consideration~~reporting ofstructure ~~$1.7 billion is net of deferred cash compensation requiring future services~~ and ~~other~~determined ~~customary~~no ~~closing~~impairment ~~adjustments.~~immediately ~~The~~prior ~~purchase consideration was allocated~~ to ~~$349 million of intangible assets, $208 million of identifiable net assets,~~ and ~~$1.1~~after ~~billion~~the ~~of goodwill~~change.

From the acquisition date to December 30, 2022, the Consolidated Statements of Operations include immaterial revenue and operating results attributable to Pensando, which are reported under the Data Center segment.74

In 2023 and 2022, Pensando acquisition-related costs of $190 million and $102 million were recorded under Cost of sales, Research and development, and Marketing, general and administrative expenses on the Company’s Consolidated Statements of Operations. Pensando acquisition-related costs were immaterial in 2024. Acquisition-related costs are primarily comprised of direct transaction costs, fair value adjustments for acquired inventory and certain compensation charges.

Xilinx Acquisition

On February 14, 2022 (Xilinx Acquisition Date), the Company completed the acquisition of all issued and outstanding shares of Xilinx, a leading provider of adaptive computing solutions, for a total purchase consideration of $48.8 billion ($46.4 billion, net of cash acquired of $2.4 billion). The purchase consideration was allocated to $27.3 billion of intangible assets, $1.3 billion of identifiable net liabilities, and $22.8 billion of goodwill.

The Consolidated Statements of Operations include the following revenue and operating income attributable to Xilinx in 2022:

	2022
	(In millions)
Net revenue	$	4,612
Operating income	$	2,247

In 2022, operating income attributable to Xilinx recorded under the Embedded and Data Center segments does not include $4.2 billion of amortization of acquisition-related intangibles, employee stock-based compensation expense and acquisition-related costs, which are recorded under the “All Other” segment.

Table of Conten t s

InThe ~~2023~~following ~~and~~table ~~2022,~~summarizes Xilinx acquisition-related costs of $26 million and $350 million were recorded under Cost of sales, Research and development, and Marketing, general and administrative expenses on the Company’s Consolidated Statements of Operations. Xilinx acquisition-related costs in 2024 were immaterial. Acquisition-related costs are primarily comprised of direct transaction costs, fair value adjustments for acquired inventory and certain compensation charges. Goodwill:

Supplemental Unaudited Pro Forma Information


					Before segment change				After segment change
(in millions)	Data Center		Embedded		Client		Gaming		Client and Gaming		Total
December 28, 2024	$	3,403	$	21,072	$	126	$	238	$	—	$	24,839
Reassignment due to segment change	—		—		(126)		(238)		364		—
Acquisitions	287		—		—		—		—		287
December 27, 2025	$	3,690	$	21,072	$	—	$	—	$	364	$	25,126

~~Following~~During ~~are~~ the ~~supplemental~~fourth ~~consolidated~~quarter ~~financial results~~ of ~~the~~fiscal ~~Company,~~years ~~Xilinx~~2025 and ~~Pensando~~2024, onthe anCompany ~~unaudited~~conducted ~~pro~~its ~~forma~~annual ~~basis,~~qualitative asimpairment iftests ~~the~~of ~~acquisitions~~goodwill ~~had~~and ~~been~~concluded ~~consummated~~that asthere ofwas ~~the~~no ~~beginning~~goodwill ofimpairment ~~the~~with ~~fiscal~~respect ~~year~~to ~~2022~~its reporting units.

	December 31,2022
	(in millions)
Net revenue	$	24,117
Net income	$	2,311

NOTE 6 – Acquisition-related Intangible Assets and Goodwill

Acquisition-related Intangible Assets

The following table summarizes Acquisition-related Intangible Assets:

		December 28, 2024									December 30, 2023
		December 27, 2025									December 28, 2024
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
		(In millions)									(In millions)
Developed technology		$	13,~~408~~599		$	(23,~~529~~560)		$	10,~~879~~039		$	13,~~390~~408		$	(12,~~583~~529)		$	1110,~~807~~879
Customer relationships		12,324			(56,~~124~~267)			76,~~200~~057			12,324			(35,~~755~~124)			87,~~569~~200
Customer backlog		809			(809)			—			809			(809)			—
Product trademarks		914			(305)			609			914			(225)			689
Corporate trade name		65			(65)			—			65			(65)			—
Acquisition-related intangible assets subject to amortization		26,837			(10,132)			16,705			26,646			(7,878)			18,768
Product trademarks		914			(225)			689			914			(147)			767
In-process research and development (IPR&D) not subject to amortization		—			—			—			162			—			162
Intangible assets subject to amortization		27,520			(8,752)			18,768			27,502			(6,359)			21,143
Total acquisition-related intangible assets, net		$	26,837		$	(10,132)		$	16,705		$	26,808		$	(7,878)		$	18,930
In-process Research and Development (IPR&D) not subject to amortization		162			—			162			220			—			220
Total acquisition-related intangible assets		$	27,682		$	(8,752)		$	18,930		$	27,722		$	(6,359)		$	21,363

~~Acquisition-related~~In ~~intangible~~April ~~amortization~~2025, ~~expense was~~ $~~2.4 billion~~162 ~~and~~million ~~$2.8 billion in fiscal year 2024 and 2023, respectively. During the fourth quarter~~ of ~~fiscal year 2024, the Company determined that the fair value of certain~~ IPR&D ~~recorded~~intangible ~~within~~asset ~~the~~reached ~~Data~~technological ~~Center~~feasibility, ~~segment~~ was ~~not~~placed ~~recoverable~~in ~~resulting~~service ~~from~~as ~~actions~~developed ~~related~~technology ~~to the 2024 Restructuring Plan,~~ and ~~recorded~~started anamortization ~~impairment~~over ~~charge~~its ofestimated ~~$58~~useful ~~million~~life ~~within Restructuring charges in the Company’s Consolidated Statement~~ of ~~Operations~~5 years.

70Acquisition-related intangible amortization expense was $2.3 billion, $2.4 billion and $2.8 billion in fiscal year 2025, 2024 and 2023, respectively.

Based on the carrying value of acquisition-related intangibles recorded as of December 27, 2025, and assuming no subsequent impairment of the underlying assets, the estimated future annual amortization expense for acquisition-related intangibles is as follows:


Fiscal Year	2026		2027		2028		2029		2030		2031 and thereafter		Total
	(In millions)
Future annual amortization	$	2,153	$	2,036	$	1,923	$	1,691	$	1,454	$	7,448	$	16,705

Table of Conten t s

Based on the carrying value of acquisition-related intangibles recorded as of December 28, 2024, and assuming no subsequent impairment of the underlying assets, the estimated annual amortization expense for acquisition-related intangibles is expected to be as follows:

Fiscal Year	(In millions)
2025	$	2,225
2026	2,111
2027	1,993
2028	1,885
2029	1,659
2030 and thereafter	8,895
Total	$	18,768

Goodwill

The following table summarizes changes in the carrying amount of Goodwill:

	December 31, 2022		Acquisitions		December 30, 2023		Acquisitions		December 28,2024
	(In millions)				(In millions)
Data Center	$	2,884	$	58	$	2,942	$	461	$	3,403
Client	—		18		18		108		126
Gaming	238		—		238		—		238
Embedded	21,055		9		21,064		8		21,072
Total	$	24,177	$	85	$	24,262	$	577	$	24,839

During the fourth quarter of fiscal years 2024 and 2023, the Company conducted its annual qualitative impairment tests of goodwill and concluded that there was no goodwill impairment with respect to its reporting units.

NOTE 7 – Related Parties—Equity Joint Ventures

ATMP Joint Ventures

The Company holds a 15% equity interest in two joint ventures (collectively, the ATMP JV) with affiliates of Tongfu Microelectronics Co., Ltd, a Chinese joint stock company. The Company has no obligation to fund the ATMP JV. The Company accounts for its equity interests in the ATMP JV under the equity method of accounting due to its significant influence over the ATMP JV. The carrying value of the investment was $176 million and $149 million as of December 27, 2025 and December 28, 2024, respectively, and are recorded within Other non-current assets on the Company’s Consolidated Balance Sheets.

The ATMP JV provides assembly, test, mark and packaging (ATMP) services to the Company. The Company’s ~~assists~~purchases from the ATMP JV inwere ~~its~~$2.0 ~~management~~billion ofand ~~certain~~$1.7 ~~raw~~billion ~~material~~in ~~inventory.~~2025 ~~The~~and ~~purchases~~2024, ~~from~~respectively. ~~and~~The ~~resales~~amounts payable to the ATMP JV ofwere ~~inventory~~$408 ~~under~~million ~~the~~and ~~Company’s~~$476 ~~inventory~~million ~~management~~as ~~program~~of ~~are~~December 27, ~~reported~~2025 ~~within purchases~~ and ~~resales~~December 28, ~~with~~2024, ~~the~~respectively, ~~ATMP~~and JVare ~~and~~recorded dowithin ~~not~~Accounts ~~impact~~payable on the Company’s Consolidated ~~Statement~~Balance ~~of Operations~~Sheets.

~~The~~In ~~Company’s purchases from the ATMP JV during each of the years~~ 2024 ~~and 2023 amounted to $1.7 billion . As of December 28~~, ~~2024 and December 30, 2023,~~ the ~~amounts payable to the ATMP JV were $476 million and $363 million, respectively, and are included in Payables to related parties on the~~ Company’s ~~Consolidated~~provided ~~Balance~~a ~~Sheets. The Company’s resales to the ATMP JV during 2024 and 2023 amounted to~~ $~~121~~100 million and $14 million, respectively. As of December 28, 2024 and December 30, 2023, the Company had receivables from ATMP JV of $12 million and $9 million, respectively, included in Receivables from related parties on the Company’s Consolidated Balance Sheets. On October 9, 2024, the Company entered into a one-year term loan ~~agreement~~to ~~with~~ one of the ATMP JVs for ~~$100 million to provide funds for the ATMP JV’s~~ general corporate purposes., ~~The~~with ~~loan bears~~ interest, ~~payable quarterly,~~ at the three months term Secured Overnight Financing Rate (SOFR) plus 50 basis points, payable quarterly. The loan ismatures ~~secured~~on byOctober ~~the~~16, ~~ATMP JV’s receivable balance due from the Company~~2026. The loan ~~may~~and berelated ~~extended~~interest ~~for~~receivable ~~further~~are ~~terms of up to twelve months. The loan is~~ recorded within ~~Receivables~~Prepaid ~~from~~expenses ~~related~~and ~~parties~~other current assets on the Company’s Consolidated Balance Sheets.

71During 2025, 2024 and 2023, the Company recorded income related to the ATMP JV of $26 million, $33 million and $16 million in Equity income in investee on its Consolidated Statement of Operations, respectively.

~~Table~~NOTE of8 ~~Contents~~– Financial Instruments

During 2024, 2023 and 2022, the Company recorded gains of $33 million, $16 million and $14 million in Equity income in investee on its Consolidated Statement of Operations, respectively. On August 8, 2024, the Company contributed $17 million to the ATMP JV, representing additional equity that is in proportion to the Company’s existing 15% equity interest. As of December 28, 2024 and December 30, 2023, the carrying value of the Company’s investment in the ATMP JV was approximately $149 million and $99 million, respectively, recorded as Investments: equity method on the Company’s Consolidated Balance Sheets.

THATIC Joint Ventures

The Company holds equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity. As of December 28, 2024 and December 30, 2023, the carrying value of the investment was zero.

In February 2016, the Company licensed certain of its intellectual property (Licensed IP) to the THATIC JV, payable over several years upon achievement of certain milestones. The Company also receives a royalty based on the sales of the THATIC JV’s products developed on the basis of such Licensed IP. The Company classifies Licensed IP and royalty income associated with the February 2016 agreement as Licensing gain within operating income. During 2024 and 2023, the Company recognized $48 million and $34 million of licensing gain from royalty income under the agreement, respectively. As of December 28, 2024 and December 30, 2023, the Company had no receivables from the THATIC JV.

In June 2019, the Bureau of Industry and Security of the United States Department of Commerce added certain Chinese entities to the Entity List, including THATIC and the THATIC JV. The Company is complying with U.S. law pertaining to the Entity List designation.

NOTE 8 – Debt and Revolving Credit Facility

Debt

The Company’s total debt as of December 28, 2024 and December 30, 2023 consisted of:

	December 28,2024		December 30,2023
	(In millions)
2.950% Senior Notes Due 2024 (2.950% Notes)	$	—	$	750
2.375% Senior Notes Due 2030 (2.375% Notes)	750		750
3.924% Senior Notes Due 2032 (3.924% Notes)	500		500
4.393% Senior Notes Due 2052 (4.393% Notes)	500		500
Total debt (principal amount)	1,750		2,500
Unamortized debt discount and issuance costs	(29)		(32)
Total debt (net)	1,721		2,468
Less: current portion of long-term debt and related unamortized debt premium and issuance costs	—		(751)
Total long-term debt	$	1,721	$	1,717

Assumed Xilinx Notes due 2024 and 2030

In connection with the acquisition of Xilinx, the Company assumed $1.5 billion in aggregate principal of Xilinx’s 2.950% Notes due 2024 and 2.375% Notes due 2030 (together, the Assumed Xilinx Notes) which were recorded at fair value as of the Xilinx Acquisition Date. The Assumed Xilinx Notes are general unsecured senior obligations of the Company with semi-annual fixed interest payments due on June 1 and December 1. The 2.95% Notes with a principal amount of $750 million were repaid in June 2024.

3.924% Senior Notes Due 2032 and 4.393% Senior Notes Due 2052

On June 9, 2022, the Company issued $1.0 billion in aggregate principal amount of 3.924% Notes and 4.393% Notes. The 3.924% Notes and 4.393% Notes are general unsecured senior obligations of the Company. The interest is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2022. The 3.924% and 4.393% Notes are governed by the terms of an indenture dated June 9, 2022 between the Company and US Bank Trust Company, National Association as trustee.

Table of Contents

The Company may redeem some or all of the 3.924% Notes and 4.393% Notes prior to March 1, 2032 and December 1, 2051, respectively, at a price equal to the greater of the present value of the principal amount and future interest through the maturity of the 3.924% Notes or 4.393% Notes or 100% of the principal amount plus accrued and unpaid interest. Holders have the right to require the Company to repurchase all or a portion of the 3.924% Notes or 4.393% Notes in the event that the Company undergoes a change of control as defined in the indenture, at a repurchase price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default may result in the acceleration of the maturity of the 3.924% Notes and 4.393% Notes.

Future Payments on Total Debt

	Term Debt(Principal only)
Year	(In millions)
2025 - 2029	—
2030 and thereafter	1,750
Total	$	1,750

Revolving Credit Facility

The Company has $3 billion available under a revolving credit agreement, as amended, that expires on April 29, 2027 (Revolving Credit Agreement). As of December 28, 2024 and December 30, 2023, the Company had no outstanding borrowings under the Revolving Credit Agreement. Revolving loans under the Revolving Credit Agreement can be either Secure Overnight Financing Rate (SOFR) Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement) at the Company's option. Each SOFR Loan will bear interest at a rate per annum equal to the applicable SOFR plus a margin between 0.575% and 1.20%. Each Base Rate Loan will bear interest equal to the Base Rate plus a margin between 0.000% and 0.20%. The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate and facility fee reductions or increases based on the Company meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions. The Revolving Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default applicable to the Company and its subsidiaries. As of December 28, 2024, the Company was in compliance with these covenants.

Commercial Paper

On November 3, 2022, the Company established a commercial paper program, under which the Company may issue unsecured commercial paper notes up to a maximum principal amount outstanding at any time of $3 billion with a maturity of up to 397 days from the date of issue. The commercial paper will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of issuance. During 2024 and 2023, the Company did not issue any commercial paper under the program and as of December 28, 2024 and December 30, 2023, the Company had no commercial paper outstanding.

Table of Contents

NOTE 9 – Financial Instruments

Financial Instruments Recorded at Fair Value on a Recurring Basis

	December 28, 2024								December 30, 2023
	December 27, 2025								December 28, 2024
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		~~Total~~Level 3		Total
Cash equivalents
Money market funds	$	~~1,496~~620	$	—	$	—	$	~~1,496~~620	$	~~969~~1,496	$	—	$	~~969~~—	$	1,496
Corporate debt securities	—		~~806~~1,869		—		~~806~~1,869		—		~~753~~806		~~753~~—		806
U.S. government and agency securities	~~130~~1,148		—300		—		~~130~~1,448		~~1,252~~130		—		~~1,252~~—		130
Non-U.S. government and agency securities	—		~~116~~245		—		~~116~~245		—		~~135~~116		~~135~~—		116
Time deposits and certificates of deposits	—		~~107~~173		—		~~107~~173		—		~~205~~107		~~205~~—		107
Short-term investments
Corporate debt securities	—		~~814~~3,107		—		~~814~~3,107		—		~~506~~814		~~506~~—		814
Time deposits and certificates of deposits	—		10		—		10		—		9		9
U.S. government and agency securities	901		718		—		1,619		332		82		—		414
Asset-backed and mortgage-backed securities	—		28		—		28		—		34		34
Non-U.S. government and agency securities	—		256		—		256		—		79		—		79
U.S. government and agency securities	332		82		—		414		1,209		28		1,237
Time deposits and certificates of deposits	—		10		—		10		—		10		—		10
Non-U.S. government and agency securities	—		79		—		79		—		54		54
Asset-backed and mortgage-backed securities	—		22		—		22		—		28		—		28
Other non-current assets
Time deposits and certificates of deposits	—		1		—		1		—		1		1
Long-term investments	198		—		202		400		—		—		25		25
Deferred compensation plan and other investments	197		—		25		222		133		—		133
Deferred compensation plan investments	257		—		—		257		197		—		—		197
Total assets measured at fair value	$	23,~~155~~124	$	26,~~043~~700	$	25202	$	410,~~223~~026	$	32,~~563~~155	$	12,~~725~~042	$	~~5,288~~25	$	4,222

Deferred compensation plan investments are primarily mutual fund investments held in a Rabbi trust established to maintain the Company’s executive deferred compensation plan.

	December 28, 2024								December 30, 2023
	Cost/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)								(in millions)
Asset-backed and mortgage-backed securities	$	30	$	—	$	(2)	$	28	$	35	$	—	$	(2)	$	33
Corporate debt securities	1,621		—		(1)		1,620		1,259		—		—		1,259
Money market funds	1,496		—		—		1,496		969		—		—		969
Time deposits and certificates of deposits	117		—		—		117		214		—		—		214
U.S. government and agency securities	544		—		—		544		2,487		3		—		2,490
Non-U.S. government and agency securities	195		—		—		195		189		—		—		189
	$	4,003	$	—	$	(3)	$	4,000	$	5,153	$	3	$	(2)	$	5,154

As of December 28, 2024 and December 30, 2023, the Company did not have material available-for-sale debt securities which had been in a continuous unrealized loss position of more than twelve months.

Table of Conten t s

The following is a summary of cash equivalents and short-term investments:


	December 27, 2025								December 28, 2024
	Cost/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)								(in millions)
Money market funds	$	620	$	—	$	—	$	620	$	1,496	$	—	$	—	$	1,496
Corporate debt securities	4,974		2		—		4,976		1,621		—		(1)		1,620
U.S. government and agency securities	3,065		2		—		3,067		544		—		—		544
Non-U.S. government and agency securities	501		—		—		501		195		—		—		195
Time deposits and certificates of deposits	183		—		—		183		117		—		—		117
Asset-backed and mortgage-backed securities	23		—		(1)		22		30		—		(2)		28
	$	9,366	$	4	$	(1)	$	9,369	$	4,003	$	—	$	(3)	$	4,000

As of December 27, 2025 and December 28, 2024, the Company did not have material available-for-sale debt securities which had been in a continuous unrealized loss position of more than twelve months.

The contractual maturities of investments classified as available-for-sale are as follows:

December 28, 2024

December 30, 2023

December 27, 2025

December 28, 2024

Amortized Cost

Fair Value

Amortized Cost

Fair Value

(In millions)

Due within 1 year

26,~~073~~528

32,~~792~~073

Due in 1 year through 5 years

~~406~~2,195

~~405~~2,199

~~361~~406

~~364~~405

Due in 5 years and later

2723

2622

3227

3026

28,~~506~~746

28,~~504~~749

42,~~185~~506

42,~~186~~504

Financial Instruments Measured at Fair Value on a Non-Recurring Basis

As of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024, the Company had ~~non~~long-~~marketable~~term ~~securities~~investments in ~~privately~~non-~~held~~marketable ~~companies~~equity securities of $~~468~~1.1 ~~million~~billion and $~~155~~468 million, respectively, which are recorded at estimated fair value based on ~~Level~~observable 3events ~~inputs.~~or adjustments from impairments.

As of December 27, 2025, non-marketable equity investments had cumulative gross unrealized gains of $291 million and cumulative gross unrealized losses and impairments of $51 million. During the year ended December 27, 2025, the Company recognized gross unrealized gains of $289 million and gross unrealized losses and impairments of $53 million. As of December 28, 2024, cumulative and annual gross unrealized gains, losses and impairments were not material.

Table of Conten t s

Financial Instruments Not Recorded at Fair Value

The carrying amounts and estimated fair values of the Company’s long-term debt are as follows:

December 28, 2024

December 30, 2023

December 27, 2025

December 28, 2024

CarryingAmount

EstimatedFair Value

CarryingAmount

EstimatedFair Value

(In millions)

Current portion of long-term debt, net

—874

—879

~~751~~—

~~741~~—

Long-term debt, net of current portion

12,~~721~~348

12,~~543~~246

1,~~717~~721

1,~~630~~543

The estimated fair value of the Company’s long-term debt is based on Level 2 inputs of quoted prices for the Company’s debt and comparable instruments in inactive markets.

The fair value of the Company’s accounts receivable, accounts payable and other short-term obligations approximate their carrying value based on existing terms.

Hedging Transactions and Derivative Financial Instruments

Foreign Currency Forward Contracts Designated as Accounting Hedges

The Company enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate risk related to future forecasted transactions denominated in currencies other than the U.S. Dollar. These contracts generally mature within 24 months and are designated as accounting hedges. As of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024, the notional value of the Company’s outstanding foreign currency forward contracts designated as cash flow hedges was $2.23 billion and $2.42 billion, respectively. The fair value of these contracts as of December 2827, ~~2024~~2025 ~~is recorded within Prepaid expenses~~ and ~~other current assets, Accrued liabilities and Other long-term liabilities of $6 million, $60 million and $11 million, respectively. As of~~ December 3028, ~~2023,~~2024 ~~the fair value of these contracts~~ was ~~recorded~~not ~~within Prepaid expenses and other current assets and Accrued liabilities of $24 million and $18 million, respectively~~material.

Foreign Currency Forward Contracts Not Designated as Accounting Hedges

The Company also enters into foreign currency forward contracts to reduce the short-term effects of foreign currency fluctuations on certain receivables or payables denominated in currencies other than the U.S. Dollar. These forward contracts generally mature within 3 months and are not designated as accounting hedges. As of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024, the notional value of these outstanding contracts was $~~642~~1.1 ~~million~~billion and $~~568~~642 million, respectively. The fair value of these contracts ~~was not material~~ as of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024 was not material.

The cash flows associated with derivative instruments as cash flow hedging instruments are classified in the same category within the Consolidated Statement of Cash Flows as the cash flows of the related items.

7578

Table of Conten t s

NOTE 109 – ~~Concentrations~~Debt, ofRevolving Credit ~~Risk~~Facility and Commercial Paper Program

Debt

The Company’s total debt as of December 27, 2025 and December 28, 2024 consisted of:


	December 27, 2025		December 28, 2024
	(In millions)
4.212% Senior Notes Due 2026 (4.212% Notes)	$	875	$	—
4.319% Senior Notes Due 2028 (4.319% Notes)	625		—
2.375% Senior Notes Due 2030 (2.375% Notes)	750		750
3.924% Senior Notes Due 2032 (3.924% Notes)	500		500
4.393% Senior Notes Due 2052 (4.393% Notes)	500		500
Total debt (principal amount)	3,250		1,750
Unamortized debt discount and issuance costs	(28)		(29)
Total debt (net)	3,222		1,721
Less: current portion of long-term debt and related unamortized debt issuance costs	(874)		—
Total long-term debt	$	2,348	$	1,721

4.212% Senior Notes Due 2026 and 4.319% Senior Notes Due 2028

On March 24, 2025, the Company issued 4.212% Notes and 4.319% Notes in aggregate principal amount of $1.5 billion, which are general unsecured senior obligations of the Company. The interest is payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2025.

The Company may redeem some or all of the 4.212% Notes prior to September 24, 2026 and the 4.319% Notes prior to February 24, 2028 at a price equal to the greater of the present value of the principal amount and future interest through the maturity of the debt or 100% of the principal amount plus accrued and unpaid interest. On or after February 24, 2028, the Company may also redeem some or all of the 4.319% Notes at 100% of the principal amount plus accrued and unpaid interest.

Holders of the 4.212% Notes and the 4.319% Notes have the right to require the Company to repurchase all or a portion of their notes at 101% of the principal amount plus accrued and unpaid interest if the Company undergoes a change of control. An event of default may also accelerate the maturity of the 4.212% Notes and 4.319% Notes.

2.375% Senior Notes Due 2030, 3.924% Senior Notes Due 2032 and 4.393% Senior Notes Due 2052

The 2.375% Notes, 3.924% Notes and 4.393% Notes are general unsecured senior obligations of the Company with semi-annual fixed interest payments due on June 1 and December 1.

As of December 27, 2025, the Company was in compliance with the covenants associated with all of its debt.

Future Payments on Total Debt

As of December 27, 2025, the Company’s future debt payment obligations are as follows:


Fiscal Year	2026		2027		2028		2029		2030		2031 and thereafter		Total
	(In millions)
Term Debt (Principal only)	$	875	$	—	$	625	$	—	$	750	$	1,000	$	3,250

Table of Conten t s

Revolving Credit Facility

The Company has $3 billion available under an unsecured revolving credit facility that expires on April 29, 2027. During 2025, the Company did not draw funds from the revolving credit facility. As of December 27, 2025, the Company was in compliance with the covenants under the revolving credit facility.

Commercial Paper

The Company has a commercial paper program under which it can issue unsecured commercial paper notes up to a principal amount of $3.0 billion at any time with maturities of up to 397 days from the date of issue. The commercial paper will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of the issuance. During the first quarter of fiscal year 2025, the Company issued $950 million in aggregate principal amount of commercial paper which was subsequently repaid in the second quarter of fiscal year 2025. As of December 27, 2025 and December 28, 2024, the Company had no commercial paper outstanding.

NOTE 10 – Leases

Operating Leases

The Company has entered into operating and finance leases for its corporate offices, data centers, research and development facilities and certain equipment. The leases expire at various dates through 2038, some of which include options to extend the lease for up to ten years.

For 2025, 2024 and 2023, the Company recorded $196 million, $147 million and $127 million, respectively, of operating lease expense, including short-term lease expense. For 2025, 2024, and 2023, the Company recorded $100 million, $83 million, and $46 million respectively, of variable lease expense, which primarily included operating expenses and property taxes associated with the usage of facilities under the operating leases. For 2025, 2024, and 2023 cash paid for operating leases included in operating cash flows was $176 million, $155 million, and $147 million respectively. Certain operating leases contain provisions for escalating lease payments subject to changes in the consumer price index. The Company’s finance and short-term leases are immaterial to the Company’s Consolidated Financial Statements.

Supplemental information as of and for the year December 27, 2025 related to leases is as follows:


	December 27, 2025		December 28, 2024
Weighted-average remaining lease term in years – operating leases	6.95		7.28
Weighted-average discount rate – operating leases	4.74	%	4.63	%

Future minimum lease payments under non-cancellable operating lease liabilities as of December 27, 2025 are as follows:


Fiscal Year	2026		2027		2028		2029		2031		2031 and thereafter		Total
	(In millions)
Minimum lease payments	$	192	$	149	$	120	$	113	$	100	$	263	$	937
Less: interest													(153)
Present value of net minimum lease payments													784
Less: current portion													159
Total long-term operating lease liabilities													$	625

As of December 27, 2025, the Company has data center and other real estate leases that have not yet commenced with future lease payments of $1.3 billion. These leases are expected to commence in 2026 with lease terms of 1 year to 10 years.

NOTE 11 – Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of investments in time deposits, available-for-sale debt securities, equity investments and trade receivables.

Table of Conten t s

The Company places its investments with high credit quality financial institutions. At the time an investment is made, investments in commercial paper of industrial firms and financial institutions are rated A1, P1, F1 or better. The Company invests in bonds that are rated A, A2 or better and repurchase agreements, each of which have securities of the type and quality listed above as collateral.

The Company believes that concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up the Company’s customer base, thus diluting the trade credit risk. One customer accounted for approximately 2411% and another customer accounted for 1624% of the total consolidated accounts receivable balance as of December 2827, ~~2024~~2025 and December 3028, ~~2023~~2024, respectively. However, the Company does not believe the receivable balance from these customers represents a significant credit risk based on past collection experience and review of their current credit quality.

The Company is exposed to credit losses from nonperformance by counterparties on foreign currency hedge contracts. These counterparties are large global institutions, and to date, no such counterparty has failed to meet its financial obligations to the Company.

NOTE 1112 – Commitments ~~Earnings~~and ~~Per Share~~ Contingencies

~~Basic earnings per share is computed based on the weighted-average number of shares outstanding.~~ Commitments

~~Diluted~~The ~~earnings~~Company’s ~~per~~commitments ~~share~~primarily isinclude ~~computed~~the ~~based~~Company’s onobligations ~~the~~to ~~weighted-average~~purchase ~~number~~wafers ofand ~~shares~~substrates ~~outstanding~~from ~~plus~~third ~~potentially~~parties, ~~dilutive~~and ~~shares~~future ~~outstanding~~payments ~~during~~related ~~the~~to ~~period~~multi-year cloud service provider (CSP), software, and technology license agreements. ~~Potentially~~Some ~~dilutive~~cloud ~~shares~~service ~~are~~capacity ~~determined~~may bybe ~~applying~~reduced, terminated or sold to others by the ~~treasury~~CSPs, ~~stock~~in ~~method~~which tocase the Company’s ~~stock~~commitments ~~options,~~will ~~RSUs~~be ~~(including~~reduced. ~~PRSUs),~~The ~~common~~Company ~~stock~~expects to beutilize ~~issued~~the ~~under~~cloud service capacity in its operations or assign the ~~ESPP~~capacity ~~and~~to ~~warrants~~third parties. These commitments were made under noncancellable purchase orders and contractual obligations requiring minimum commitments for which cancellation would lead to significant penalties.

Total future unconditional commitments as of December 27, 2025 are as follows:

	Year Ended
Fiscal Year	2026		2027		2028		2029		2030		2031 and thereafter		Total
	December 28, 2024		December 30, 2023		December 31, 2022
	(In millions)
	(In millions, except per share amounts)
Unconditional commitments	$	8,498	$	1,099	$	1,216	$	1,197	$	156	$	—	$	12,166
Numerator
Net income for basic earnings per share	$	1,641	$	854	$	1,320
Denominator
Basic weighted-average shares	1,620		1,614		1,561
Effect of potentially dilutive shares from employee equity plans	17		11		10
Diluted weighted-average shares	1,637		1,625		1,571
Earnings per share:
Basic	$	1.01	$	0.53	$	0.85
Diluted	$	1.00	$	0.53	$	0.84

~~Potential~~The ~~shares~~Company

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