Chair, President & CEO Su Lisa T gifted 100,036 shares, received a gift of 99,541 shares and sold $26,891,905 worth of shares (125,000 units at $215.14), decreasing direct ownership by 4% to 3,277,476 units (SEC Form 4)
$AMD
Semiconductors
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/10/2025 | G | 495 | D | $0 | 3,402,806(1) | D | |||
| Common Stock | 12/10/2025 | G | 99,211(2) | D | $0 | 0(3) | I | By Grantor Retained Annuity Trust LTS 2022 GRAT A | ||
| Common Stock | 12/10/2025 | G | 99,211(2) | A | $0 | 99,211 | I | By Lisa Su and Daniel Lin Family Trust dated 11/3/2021 | ||
| Common Stock | 12/10/2025 | G(4) | 165 | D | $0 | 3,402,641 | D | |||
| Common Stock | 12/10/2025 | G(4) | 165 | A | $0 | 165 | I | Through shareholdings of family member | ||
| Common Stock | 12/10/2025 | G(4) | 165 | D | $0 | 3,402,476 | D | |||
| Common Stock | 12/10/2025 | G(4) | 165 | A | $0 | 165 | I | Through the shareholdings of a family member | ||
| Common Stock | 26,034(5) | I | By Grantor Retained Annuity Trust 2021B | |||||||
| Common Stock | 147,617(6) | I | By Grantor Retained Annuity Trust 2021C | |||||||
| Common Stock | 151,776(7) | I | By Grantor Retained Annuity Trust LTS 2022 GRAT B | |||||||
| Common Stock | 200,000 | I | By Grantor Retained Annuity Trust 2025 GRAT B | |||||||
| Common Stock | 200,000 | I | By Grantor Retained Annuity Trust 2025 GRAT A | |||||||
| Common Stock | 12/11/2025 | S | 2,100(8) | D | $210.79(9) | 3,400,376 | D | |||
| Common Stock | 12/11/2025 | S | 23,205(8) | D | $212.06(10) | 3,377,171 | D | |||
| Common Stock | 12/11/2025 | S | 29,101(8) | D | $212.83(11) | 3,348,070 | D | |||
| Common Stock | 12/11/2025 | S | 12,019(8) | D | $213.82(12) | 3,336,051 | D | |||
| Common Stock | 12/11/2025 | S | 14,892(8) | D | $214.72(13) | 3,321,159 | D | |||
| Common Stock | 12/11/2025 | S | 6,700(8) | D | $215.8(14) | 3,314,459 | D | |||
| Common Stock | 12/11/2025 | S | 6,877(8) | D | $216.63(15) | 3,307,582 | D | |||
| Common Stock | 12/11/2025 | S | 1,701(8) | D | $217.66(16) | 3,305,881 | D | |||
| Common Stock | 12/11/2025 | S | 3,901(8) | D | $218.82(17) | 3,301,980 | D | |||
| Common Stock | 12/11/2025 | S | 8,201(8) | D | $220.12(18) | 3,293,779 | D | |||
| Common Stock | 12/11/2025 | S | 15,991(8) | D | $220.97(19) | 3,277,788 | D | |||
| Common Stock | 12/11/2025 | S | 312(8) | D | $221.47(20) | 3,277,476 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Includes 83,553 shares (in the aggregate) distributed to the Reporting Person on December 10, 2025, as annuity distributions from the following Grantor Retained Annuity Trusts ("GRAT"): (1) GRAT 2021B; (2) GRAT 2021C; (3) LTS 2022 GRAT A; and (4) LTS 2022 GRAT B. |
| 2. Represents shares transferred from a grantor retained annuity trust ("GRAT") as part of a scheduled annuity payment. The shares were contributed to a discretionary family trust of which the Reporting Person's spouse serves as sole trustee. The Reporting Person disclaims beneficial ownership except to the extent of her pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner for purposes of Section 16 or for any other purpose. |
| 3. On December 10, 2025, 28,549 shares were distributed to the Reporting Person as annuity distributions from LTS 2022 GRAT A. |
| 4. This transaction involved the Reporting Person's gift of 165 shares of AMD common stock to family members who reside in the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the securities held by the family members, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 5. On December 10, 2025, 30,331 shares were distributed to the Reporting Person as annuity distributions from GRAT 2021B. |
| 6. On December 10, 2025, 9,133 shares were distributed to the Reporting Person as annuity distributions from GRAT 2021C. |
| 7. On December 10, 2025, 15,540 shares were distributed to the Reporting Person as annuity distributions from LTS 2022 GRAT B. |
| 8. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 9, 2025. |
| 9. Transaction executed in multiple trades at prices ranging from $210.31 to $211.28 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 10. Transaction executed in multiple trades at prices ranging from $211.31 to $212.30 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 11. Transaction executed in multiple trades at prices ranging from $212.31 to $213.30 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 12. Transaction executed in multiple trades at prices ranging from $213.31 to $214.30 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 13. Transaction executed in multiple trades at prices ranging from $214.31 to $215.30 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 14. Transaction executed in multiple trades at prices ranging from $215.31 to $216.30 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 15. Transaction executed in multiple trades at prices ranging from $216.31 to $217.29 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 16. Transaction executed in multiple trades at prices ranging from $217.31 to $218.25 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 17. Transaction executed in multiple trades at prices ranging from $218.45 to $219.44 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 18. Transaction executed in multiple trades at prices ranging from $219.46 to $220.45 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 19. Transaction executed in multiple trades at prices ranging from $220.46 to $221.44 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 20. Transaction executed in multiple trades at prices ranging from $221.46 to $221.47 per share, inclusive. The price reported in column 4 above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| Remarks: |
| /s/Linda Lam by Power of Attorney for Lisa T. Su | 12/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||