UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ofJune ~~the~~26, ~~Securities Exchange Act of 1934~~2026

May 13, 2026

Date of Report (Date of earliest event reported)

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

~~001-07882~~

~~94-1692300~~

001-07882

94-1692300

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or Other Jurisdiction ofIncorporation)

(CommissionFile Number)

(IRS EmployerIdentification Number)

2485 Augustine Drive

Santa Clara, California 95054

(Address of principal executive offices) (Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, $0.01 par value		~~AMD~~	AMD	~~The Nasdaq Global Select Market~~		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 1 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May 14~~June 26, 2026, the Board of Directors (the “~~Closing Date~~Board”), of Advanced Micro Devices, Inc. (the “Company”) ~~entered~~and ~~into~~the aCompensation ~~Credit~~and ~~Agreement~~Leadership ~~with~~Resources ~~the~~Committee ~~lenders~~of ~~named~~the ~~therein,~~Board ~~JPMorgan~~(the ~~Chase Bank~~“Committee”), ~~N.A.,~~ as ~~administrative agent~~applicable, ~~and~~approved the ~~other~~following ~~parties~~changes ~~from~~to ~~time~~the tocompensation ~~time~~of ~~party~~certain ~~thereto~~members (of the ~~“Credit~~Company’s ~~Agreement”).~~executive team:

~~The~~Base ~~Credit~~Salary Agreement provides for a five-year, $5.0 billion unsecured revolving credit facility (the “Revolving Facility”) and replaces the Company’s existing Credit Agreement dated as of April 29, 2022, among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Existing Credit Agreement”). The proceeds of any borrowings under the Revolving Facility may be used for general corporate purposes. Increases

UpEffective toJuly $250 million of the Revolving Facility may be utilized for the issuance of letters of credit. The issuance of letters of credit reduces the aggregate amount otherwise available under the Revolving Facility for the making of revolving loans. Subject to the terms of the Credit Agreement1, ~~the Company may borrow~~2026, ~~repay and reborrow revolving loans at any time prior to~~ the ~~earlier~~annual ofbase ~~(a) the~~salaries ~~fifth~~for ~~anniversary of~~ the ~~Closing~~below-listed ~~Date,~~members ~~and (b) the date~~ of ~~termination in whole of~~ the ~~revolving lenders~~Company’s ~~commitments~~executive ~~under~~team ~~the~~will ~~Credit~~increase ~~Agreement~~as ~~in accordance with the terms thereof. As of the Closing Date, there are no borrowings outstanding under the Revolving Facility.~~ follows:

Borrowings under the Revolving Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, Base Rate (as defined in the Credit Agreement) or Term SOFR (as defined in the Credit Agreement), in each case, plus an applicable margin that is calculated based on the Company’s credit ratings from time to time and ranges from 0.50% to 0.80% in the case of loans accruing interest based on Term SOFR and at 0.00% in the case of loans accruing interest based on Base Rate (it being understood that Term SOFR as defined can be no lower than 0.00% and Base Rate as defined can be no lower than 1.00%). In addition, the Company has agreed to pay to the lenders under the Credit Agreement certain customary fees, including a commitment fee on the average daily unused portion of the revolving commitments under the Revolving Facility, which ranges from 0.03% to 0.05% based on the Company’s credit ratings from time to time.


Name and Title	Annual Base Salary as of June 30, 2026	Annual Base Salary Effective July 1, 2026
Lisa T. Su, Chair, President and Chief Executive Officer	$1,323,000	$1,375,000
Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer	$800,000	$850,000
Mark Papermaster, Executive Vice President and Chief Technology Officer	$870,000	$900,000
Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA	$810,902	$843,866
Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions	$780,000	$800,000

Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the revolving commitments under the Credit Agreement are permissible without penalty (other than customary SOFR loan breakage costs), subject to certain conditions pertaining to minimum notice and minimum reduction amounts as described in the Credit Agreement. _______________

~~The~~(1) ~~Credit~~Amounts ~~Agreement~~shown ~~contains~~for ~~representations~~Mr. ~~and~~Grasby ~~warranties~~were ~~and~~converted ~~affirmative~~to U.S. dollars from £615,000 and ~~negative~~£640,000, ~~covenants~~respectively, ~~customary~~using ~~for~~an ~~unsecured~~exchange ~~financings~~rate of ~~this~~$1.31854 ~~type~~U.S. ~~There~~dollars ~~are~~per no1.00 ~~financial~~British ~~covenants~~pound, ~~under~~which was the ~~Credit~~exchange ~~Agreement.~~rate reported by Bloomberg Financial as of June 26, 2026.

~~The~~Long-Term ~~Credit~~Incentive Agreement also contains various events of default (subject to grace periods, as applicable) including among others: nonpayment of principal, interest or fees; breach of covenant; payment default on, or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; certain unsatisfied judgments; certain ERISA violations; the occurrence of a change of control; and the invalidity or unenforceability of the Credit Agreement or certain other documents executed in connection therewith. Awards

~~The~~On ~~foregoing~~August ~~description~~15, of2026 (the ~~Credit~~“Grant ~~Agreement~~Date”), ~~does~~the ~~not~~below-listed ~~purport~~members toof bethe ~~complete~~Company’s ~~and~~executive isteam ~~qualified~~will inreceive ~~its~~equity ~~entirety~~awards byunder ~~reference~~the toCompany’s ~~the~~2023 ~~full~~Equity ~~text~~Incentive ofPlan (the ~~Credit~~“Stock ~~Agreement~~Plan”), ~~attached~~having ~~hereto~~the asfollowing ~~Exhibit~~target ~~10.1~~award ~~and~~values ~~incorporated~~(“Target ~~herein by reference.~~ Value”):

Item 1.02 Termination of a Material Definitive Agreement.


Name and Title						Target Value
Lisa T. Su, Chair, President and Chief Executive Officer						$36,000,000
Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer						$9,000,000
Mark Papermaster, Executive Vice President and Chief Technology Officer						$10,000,000
Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA						$7,500,000
Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions						$8,000,000

InFor ~~connection~~Dr. ~~with~~Su, ~~the~~her ~~entry~~Target ~~into~~Value ~~the~~will ~~Credit~~be ~~Agreement,~~converted on the ~~Company~~Grant ~~terminated~~Date ~~all~~into ~~remaining~~a ~~commitments~~mix of ~~the~~75% ~~lenders~~performance-based ~~under~~restricted ~~the~~stock ~~Existing~~units ~~Credit~~(“PRSUs”) ~~Agreement~~and 25% time-based restricted stock units (“RSUs”).

~~Item 2~~For Ms.03 ~~Creation~~Hu ofand aMessrs. ~~Direct~~Papermaster, ~~Financial~~Grasby ~~Obligation~~and orNorrod, antheir ~~Obligation~~respective ~~under~~Target anValues ~~Off-Balance~~will ~~Sheet~~be ~~Arrangement~~converted ofon the Grant Date into a ~~Registrant.~~mix of 60% PRSUs and 40% RSUs.

OnThe ~~May 14,~~target ~~2026,~~number ~~the~~of ~~Company~~PRSUs ~~increased~~and ~~to $5.5 billion from $3.0 billion~~ the ~~maximum~~number ~~aggregate~~of ~~amount~~RSUs ~~outstanding~~for ateach ~~any~~recipient ~~time~~will ofbe ~~unsecured~~determined ~~commercial~~by ~~paper~~dividing ~~notes (~~the ~~“Notes”)~~applicable ~~which~~portion of the ~~Company~~recipient’s ~~may~~Target ~~issue~~Value onby athe ~~private~~average ~~placement~~closing ~~basis~~price ~~under~~of the ~~commercial~~Company’s ~~paper~~stock ~~program~~over ~~it established on November 3, 2022 (~~the ~~“Program”).~~30 ~~Outside~~consecutive oftrading ~~reflecting~~days ~~such~~ending ~~increase, no other changes were made to agreements entered into~~ on ~~November 3, 2022 to establish~~ the ~~Program~~Grant ~~other than updating the private placement memoranda for the Program~~Date.

~~Under~~PRSUs. ~~the~~The ~~Program,~~number ~~the~~of ~~Company~~PRSUs that may ~~issue~~be ~~Notes~~earned by a recipient will range from ~~time~~0% to ~~time,~~250% ~~and~~of the ~~proceeds~~recipient’s target number of PRSUs. Each PRSU represents the ~~Notes~~contractual ~~will~~right beto ~~used~~receive, ~~for~~upon ~~general~~such ~~corporate~~PRSU ~~purposes~~becoming earned and vested, one share of Company common stock. Subject to the foregoing award limits, the actual number of PRSUs earned will be calculated as follows:

(a) The ~~maturities~~recipient ~~of the Notes~~ will ~~vary,~~earn ~~but~~between ~~may~~0% ~~not~~and ~~exceed~~200% ~~397~~of ~~days from~~ the ~~date~~recipient’s oftarget ~~issue.~~number ~~The face or principal amount~~ of ~~Notes~~PRSUs ~~outstanding~~depending ~~under~~on the ~~Program~~Company's attotal ~~any~~shareholder ~~time~~return ~~may~~("TSR") ~~not~~relative ~~exceed~~to ~~$5.5 billion. The Notes 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~~TSR of ~~the~~each ~~issuance~~ of the ~~Notes.~~component ~~The~~companies ~~Notes~~of ~~have~~the ~~not~~S&P ~~been~~500 ~~and~~Index, ~~will~~subject ~~not~~to ~~be registered under the Securities Act of 1933~~adjustments, as ~~amended~~of (the ~~“Securities~~Grant ~~Act”),~~Date or(each ~~any~~a ~~state~~"Peer ~~securities laws~~Company"), ~~and may not be offered and sold except~~ in ~~compliance~~each ~~with~~case anover ~~applicable~~the ~~exemption~~performance ~~from~~period ~~the~~that ~~registration~~begins ~~requirements~~on ofAugust ~~the~~15, ~~Securities~~2026 ~~Act~~ and ~~any~~ends ~~applicable state securities laws. The information contained in this Current Report~~ on ~~Form~~August ~~8-K~~15, ~~shall~~2029 ~~not~~(or, ~~constitute~~if anearlier, ~~offer~~the todate ~~sell~~immediately orpreceding the ~~solicitation~~effective date of ana ~~offer~~change toof ~~purchase~~control ~~any~~(as ~~securities,~~defined ~~nor~~in ~~shall there be any sale of~~ the ~~Notes~~Stock inPlan)) ~~any~~(as ~~jurisdiction in which such offer~~applicable, ~~solicitation~~the or“Performance ~~sale would be unlawful~~Period”).

~~The~~Notwithstanding ~~information~~the ~~set~~foregoing, ~~forth~~if ~~under~~the ~~Item~~Company's ~~1.01~~TSR ~~“Entry~~over ~~into~~the aPerformance ~~Material~~Period ~~Definitive~~is ~~Agreement”~~negative, isthen ~~incorporated~~the ~~into~~total ~~this~~number ~~Item~~of ~~2.03~~PRSUs (if any) earned by ~~reference~~the recipient pursuant to this clause (a) may not exceed 100% of the recipient’s target number of PRSUs.

~~Item 5.02~~The ~~Departure~~TSR ofwill ~~Directors~~be ormeasured ~~Certain~~based ~~Officers;~~on ~~Election~~the ofaverage ~~Directors;~~closing ~~Appointment~~sales price of ~~Certain~~the ~~Officers;~~Company's ~~Compensatory~~and ~~Arrangements~~each Peer Company's stock for the 60-trading-day period ending on (and including) each of ~~Certain~~(x) ~~Officers~~August 15, 2026, and (y) the last day or the Performance Period, accounting for reinvestment of dividends.

On(b) ~~May 13,~~The ~~2026,~~recipient ~~the~~will ~~Company~~earn ~~held~~an ~~its~~additional ~~2026~~number ~~Annual Meeting~~ of ~~Stockholders~~PRSUs ~~(the~~equal ~~“Annual~~to ~~Meeting”).~~0%, As25% ~~further~~or ~~described~~50% inof ~~Item~~the ~~5.07~~number of ~~this~~PRSUs ~~Current~~(if ~~Report~~any) onearned ~~Form~~by ~~8-K,~~such atnamed ~~the~~executive ~~Annual~~officer ~~Meeting~~under clause (a), above, depending on the Company’s ~~stockholders~~non-GAAP ~~approved~~earnings ~~the~~per ~~amendment~~share ~~and~~(“EPS”) ~~restatement~~for offiscal 2028 as compared to the Company’s ~~2023~~target ~~Equity~~fiscal ~~Incentive~~2026 ~~Plan~~non-GAAP ~~(the “Amended and Restated Plan”)~~EPS.

~~The~~If ~~Amended~~a ~~and~~change ~~Restated~~of ~~Plan~~control ~~was~~occurs ~~approved~~before by the ~~Board~~Company ofreports ~~Directors~~its ~~(the~~fiscal ~~“Board”)~~2028 ~~of the Company on March 9~~earnings, ~~2026~~but ~~and~~after ~~became~~the ~~effective~~Company ~~upon~~reports ~~stockholder~~its ~~approval~~fiscal at2027 earnings, the ~~Annual~~recipient ~~Meeting.~~will ~~The~~earn ~~Amended~~0%, ~~and~~25%, ~~Restated~~or ~~Plan~~50% ~~(i) increased~~of the number of ~~shares~~PRSUs ~~authorized~~(if ~~for~~any) ~~issuance~~earned toby ~~employees,~~the ~~consultants~~recipient ~~and directors~~ under ~~the~~clause ~~Amended~~(a), ~~and Restated Plan by 65~~above,~~000,000~~ ~~shares~~based ofon ~~common~~the ~~stock,~~percentage ~~par~~by ~~value~~which ~~$0.01~~the ~~per~~Company’s ~~share~~fiscal ~~(the~~2027 ~~“Common~~non-GAAP ~~Stock”),~~EPS ofexceeds ~~the~~its ~~Company,~~fiscal ~~such~~2026 ~~that~~non-GAAP ~~the~~EPS. ~~total~~If ~~number~~a change of ~~shares~~control ~~authorized~~occurs ~~for~~before ~~issuance under~~ the ~~Amended~~Company ~~and~~reports ~~Restated~~its ~~2023~~fiscal ~~Plan~~2027 ~~is 153~~earnings,~~000,000~~ ~~shares~~no ofadditional ~~Common~~PRSUs ~~Stock,~~will ~~and~~be ~~(ii) updated~~earned by the ~~plan~~recipient ~~for~~under ~~certain~~this ~~administrative~~clause ~~changes~~(b).

AVesting ~~description~~ of ~~the~~any ~~material~~earned ~~terms~~PRSUs ofis generally subject to the ~~Amended~~recipient’s ~~and~~continued ~~Restated~~employment ~~Plan~~with isthe ~~set~~Company ~~forth~~through inAugust ~~the~~15, ~~section~~2029. ~~titled~~Earned ~~“Item 4~~and -vested ~~Approval~~PRSUs ofwill ~~the~~generally ~~Amendment~~be ~~and~~settled ~~Restatement~~on ofAugust ~~the~~22, ~~Advanced~~2029 ~~Micro~~or, ~~Devices~~if later, ~~Inc.~~the ~~2023~~date ~~Equity~~that ~~Incentive~~is ~~Plan”~~three ~~included~~business indays following the ~~Company~~Committee’s ~~definitive~~certification ~~proxy~~of ~~statement~~performance. onIn ~~Schedule~~the ~~14A~~event ~~filed~~of ~~with~~a change in control, the ~~Securities~~number ~~and~~of ~~Exchange~~earned ~~Commission~~PRSUs onwill ~~March 27,~~be ~~2026~~determined (by the ~~“Proxy~~Committee ~~Statement”).~~based ~~The~~on ~~foregoing~~actual ~~description~~performance as of the ~~Amended~~date ~~and~~of ~~Restated~~the ~~Plan~~change ~~does~~in ~~not~~control ~~purport~~and tosuch benumber ~~complete~~of ~~and~~earned isPRSUs ~~qualified~~will inconvert ~~its~~automatically ~~entirety~~into byRSUs ~~reference~~that towill ~~the~~generally ~~full~~vest ~~text~~and ofbe settled upon the ~~Amended~~earlier ~~and~~of ~~Restated~~the ~~Plan~~one-year ~~attached~~anniversary ~~hereto~~of asthe ~~Exhibit~~change ~~10.2~~in ~~and~~control ~~incorporated~~or ~~herein~~August by15, ~~reference~~2029.

~~Item 5~~RSUs.07 The ~~Submission~~RSUs ofwill ~~Matters~~vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030. Each RSU represents the contractual right to areceive, ~~Vote~~upon such RSU becoming vested, one share of ~~Security~~Company ~~Holders~~common stock.

The Company held its Annual Meeting on May 13, 2026. At the Annual Meeting, the Company’s stockholders voted on the following five proposals, each of which is described in detail in the Proxy Statement:

Proposal No. 1: Election of Directors. All Directors were elected.

The Company’s stockholders elected the eight director nominees listed below to serve on the Board:

	For	Against	Abstain	Broker Non-Votes
Nora M. Denzel	947,789,490	53,782,687	1,723,831	266,537,638
Michael P. Gregoire	981,430,100	19,802,675	2,063,233	266,537,638
Joseph A. Householder	980,818,411	20,650,951	1,826,646	266,537,638
John W. Marren	997,404,298	4,082,948	1,808,762	266,537,638
KC McClure	999,283,773	2,283,216	1,729,019	266,537,638
Lisa T. Su	930,377,752	66,844,325	6,073,931	266,537,638
Abhi Y. Talwalkar	918,133,754	83,367,669	1,794,585	266,537,638
Elizabeth W. Vanderslice	998,000,474	3,591,977	1,703,557	266,537,638

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. This appointment was ratified.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.

For		Against		Abstain
1,182,240,325		85,267,454		2,325,867

Proposal No. 3: Approval on a Non-Binding, Advisory Basis of the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”). This proposal was approved.

The Company’s stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For		Against		Abstain		Broker Non-Votes
924,311,642		73,373,753		5,610,613		266,537,638

Proposal No. 4: Approval of the Amendment and Restatement of the Advanced Micro Devices, Inc. 2023 Equity Incentive Plan to: (i) Increase the Number of Authorized Shares That Can be Issued by 65 Million Shares and (ii) Update the Plan for Certain Administrative Changes. This proposal was approved.

The Company’s stockholders approved the amendment and restatement of the plan to (i) increase the number of authorized shares of Common Stock by 65 million shares and (ii) update the plan for certain administrative changes.

For		Against		Abstain		Broker Non-Votes
971,044,532		28,539,051		3,712,425		266,537,638

Proposal No. 5: Stockholder Proposal Requesting the Lowering of the Ownership Threshold and Removal of the Holding Requirement to Call a Special Meeting. This proposal was not approved.

The Company’s stockholders did not approve the stockholder proposal requesting the ownership threshold be lowered and the removal of the holding requirement to call a special meeting.

For		Against		Abstain		Broker Non-Votes
375,193,701		624,384,602		3,717,705		266,537,638

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
10.1*		Credit Agreement, dated as of May 14, 2026, by and among the Company, as borrower, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.
10.2		Advanced Micro Devices, Inc. 2023 Equity Incentive Plan, filed as Exhibit A to the Company’s Proxy Statement on Schedule 14A filed on March 27, 2026, is hereby incorporated by reference.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026

ADVANCED MICRO DEVICES, INC.

Date: July 1, 2026

ADVANCED MICRO DEVICES, INC.

~~By:~~

~~/s/ Jean Hu~~

By:

/s/ Ava Hahn

~~Name:~~

~~Jean Hu~~

Name:

Ava Hahn

~~Title:~~

~~Executive Vice President, Chief Financial Officer & Treasurer~~

Title:

Senior Vice President, General Counsel and Corporate Secretary

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