ADVANCED MICRO DEVICES INC — Director's Dealing 2024

Aug 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2024-08-09

Reporting Person: Norrod Forrest Eugene (EVP & GM DESG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-09	Common Stock	M	9297	—	Acquired	275478	Direct
2024-08-09	Common Stock	F	3660	$134.27	Disposed	271818	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-09	Restricted Stock Units	$	M	2959	Disposed		Common Stock (2959)	Direct
2024-08-09	Restricted Stock Units	$	M	3476	Disposed		Common Stock (3476)	Direct
2024-08-09	Restricted Stock Units	$	M	2862	Disposed		Common Stock (2862)	Direct
2024-08-09	PRSU Award	$	A	27200	Acquired		Common Stock (27200)	Direct
2024-08-09	RSU Award	$	A	9066	Acquired		Common Stock (9066)	Direct
2024-08-09	Stock Option Grant	$134.27	A	17802	Acquired	2031-08-09	Common Stock (17802)	Direct

Footnotes

F1: The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU").

F2: Each RSU represents a contingent right to receive one share of AMD's common stock.

F3: The RSUs vest 1/3 on each of August 9, 2022, 2023 and 2024.

F4: The RSUs vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026.

F5: The RSUs vest 1/4 on each of August 9, 2024, 2025, 2026 and 2027.

F6: Between 0% and 200% of the target number of performance stock units ("PRSU") may be earned depending on (a) the return on AMD's stock price relative to the return on the S&P 500 Index over the performance period that begins August 9, 2024 and ends on August 9, 2027, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2024 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2027 (or the one-year anniversary of a change in control, if earlier).

F7: The actual number of PRSUs that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee (the "Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 6, above. Earned and vested PRSUs will generally be settled on the later of August 15, 2027, or the date following the Committee's determination of performance.

F8: The RSUs vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.

F9: The options vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028.