AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Product capabilities support substantial demand, but realized harm from Intel competition and Nvidia's ecosystem position leave AMD's structural protection weak in these passages.
durability · 1/4 · Short product lifecycles and recurring price erosion require continual renewal. The AI agreement is an opportunity, while conditional purchase-linked warrants do not demonstrate durable protection.
customer dependency · 1/4 · Growing client shipments demonstrate demand indirectly, but no material switching friction is disclosed. Competitive incentives have reduced sales, and conditional AI arrangements do not establish customer lock-in.
erosion resilience · 2/4 · Strong recent consolidated growth and operating-income improvement offset evidence of historical downturn losses and current Gaming weakness. Recovery is demonstrated; durable resistance to erosion is not.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Client average selling prices rose 15% in 2025 but fell 3% in the first half of 2026, primarily because of mix. Historical competitive pricing harm makes the observed record mixed rather than evidence of sustained pricing control.
retention · 2/4 · Assessed indirectly from operating demand: client shipments continued growing and Embedded revenue recovered, while Gaming revenue declined. These trends support mixed demand continuity without establishing customer-level retention.
margin resilience · 2/4 · Consolidated gross profitability and operating income improved substantially in the first half of 2026, but Client and Gaming operating income fell in the second quarter and past downturns caused substantial losses. Recent improvement does not establish through-cycle protection.
contractual freedom · 1/4 · Distributor and AIB price-protection provisions constrain AMD's ability to change prices without compensating the channel; distributors also have specified return rights. Broader end-customer pricing discretion is not established.
Predictability80
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 18.43
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 5.71
Financial strength100
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 100.00
- netDebtEbitGrade
- 100.00
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 0.61
- Net debt / operating income (x)
- -0.39
- Interest coverage (x)
- 28.20
- Current ratio (x)
- 2.85
Capital allocation67
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 3.50
- 3-year average dilution (%)
- 1.34
- 3-year average SBC / revenue (%)
- 5.43
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating results improved, but repurchases coexisted with net share issuance, substantial purchase commitments, and potentially dilutive customer warrants. Actual allocations support a mixed assessment; absent cash-flow and investment-return detail prevents a stronger conclusion.
incentive alignment · 3/4 · Actual fiscal 2025 bonuses incorporated financial and strategic targets, and granted executive RSUs have multiyear service vesting. Clawback rights reinforce alignment. Ownership guidelines are disclosed, but actual compliance and exceptional incentive outcomes are not established; the proposed plan expansion is not counted as adopted.
execution · 3/4 · Strong demonstrated execution is assessed indirectly from 2025 client shipment and pricing growth, continued 2026 shipment growth, Embedded recovery, and improved consolidated operating results. Gaming weakness qualifies the record, and prospective AI deployments are not counted as delivered.
governance · 3/4 · Independent committees, a Lead Independent Director, exclusion of the CEO from setting her own compensation, and an auditor opinion supporting effective internal controls demonstrate substantive governance arrangements. These do not establish exceptional long-term oversight effectiveness.
Evidence
Client net revenue of $10.6 billion in 2025 increased by 51%, compared to net revenue of $7.1 billion in 2024, primarily driven by a 31% increase in unit shipments of processors and a 15% increase in average selling price of processors, reflecting strong demand for AMD desktop and mobile Ryzen processors.
MD&A / 2025 Client revenue, shipments and average selling price · Filed 04/02/2026
Client net revenue of $5.9 billion for the six months ended June 27, 2026 increased by 24% compared to net revenue of $4.8 billion for the prior year period, primarily driven by a 29% increase in unit shipments of client processors, partially offset by a 3% decrease in average selling price of client processors.
MD&A / first-half 2026 Client revenue, shipments and average selling price · Filed 05/08/2026
Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 (In millions, except per share amounts) Net revenue $ 11,536 $ 7,685 $ 21,789 $ 15,123 Cost of sales 5,073 4,366 9,649 7,817 Amortization of acquisition-related intangibles 260 260 521 511 Total cost of sales 5,333 4,626 10,170 8,328 Gross profit 6,203 3,059 11,619 6,795 Research and development 2,528 1,894 4,925 3,622 Marketing, general and administrative 1,401 991 2,654 1,877 Amortization of acquisition-related intangibles 284 308 574 624 Total operating expenses 4,213 3,193 8,153 6,123 Operating income (loss) 1,990 (134) 3,466 672 Interest expense (37) (38) (74) (58) Other income (expense), net 598 98 763 137 Income (loss) from continuing operations before income taxes and equity income 2,551 (74) 4,155 751 Income tax provision (benefit) 252 (834) 490 (711) Equity income in investee 6 8 12 15 Income from continuing operations, net of tax 2,305 768 3,677 1,477 Income (loss) from discontinued operations, net of tax (8) 104 3 104 Net income $ 2,297 $ 872 $ 3,680 $ 1,581 Earnings per share Basic earnings from continuing operations $ 1.41 $ 0.47 $ 2.25 $ 0.91 Basic earnings (loss) from discontinued operations (0.01) 0.07 0.01 0.07 Basic earnings per share $ 1.40 $ 0.54 $ 2.26 $ 0.98 Diluted earnings from continuing operations $ 1.39 $ 0.47 $ 2.22 $ 0.91 Diluted earnings (loss) from discontinued operations (0.01) 0.07 — 0.06 Diluted earnings per share $ 1.38 $ 0.54 $ 2.22 $ 0.97 Shares used in per share calculation Basic 1,632 1,623 1,631 1,621 Diluted 1,659 1,630 1,655 1,628 See accompanying notes.
Unaudited condensed consolidated statements of operations · Filed 05/08/2026
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.
Competition / Intel pricing and channel incentives · Filed 04/02/2026
These aggressive activities have reduced and may reduce our unit sales and average selling prices for many of our products, adversely affecting our business.
Competition / realized unit sales and pricing harm · Filed 04/02/2026
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.
Competition / Nvidia market position and software ecosystem · Filed 04/02/2026
Many of our markets are characterized by short product lifecycles, which can lead to rapid obsolescence and price erosion.
Risk factors / short product lifecycles and price erosion · Filed 04/02/2026
37 Table of Contents 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.
Risk factors / third-party manufacturing dependence · Filed 05/08/2026
The increase in unit shipments in both periods was primarily driven by AMD Ryzen mobile processors and the decrease in average selling price in both periods was primarily due to a shift in mix of Ryzen processor sales, including lower AMD Ryzen desktop processors sales.
MD&A / product mix explanation for client pricing declines · Filed 05/08/2026
Gaming net revenue of $1.5 billion for the six months ended June 27, 2026 decreased by 15% compared to net revenue of $1.8 billion for the prior year period, primarily due to lower semi-custom revenue, partially offset by higher sales of our RadeonTM GPUs.
MD&A / first-half 2026 Gaming revenue decline · Filed 05/08/2026
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.
Business / October 2025 OpenAI product purchase agreement · Filed 04/02/2026
Warrants In October 2025 and February 2026, the Company issued warrants to OpenAI OpCo, LLC (OpenAI) and Meta Platforms, Inc.
Stock-based compensation note / warrants issued to customers · Filed 05/08/2026
(Meta), each entitling the holder the right to purchase up to 160 million shares of the Company’s common stock at an exercise price of $0.01 per share (the OpenAI Warrant and the Meta Warrant, respectively).
Stock-based compensation note / customer warrant share counts and exercise price · Filed 05/08/2026
The warrants vest in tranches based on specified AMD InstinctTM GPU purchase milestones by OpenAI, Meta, their affiliates, or indirectly through authorized third-parties and achievement of specified stock price targets.
Stock-based compensation note / purchase and stock-price vesting milestones · Filed 05/08/2026
Each vested tranche is further subject to additional technical and commercial conditions before becoming exercisable.
Stock-based compensation note / additional technical and commercial conditions · Filed 05/08/2026
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.
Risk factors / historical downturn losses and pricing declines · Filed 05/08/2026
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.
Risk factors / distributor price protection and return rights · Filed 05/08/2026
Our agreements with AIB partners protect their inventory of our products against price reductions.
Risk factors / AIB inventory price protection · Filed 05/08/2026
Total future unconditional commitments as of December 27, 2025 are as follows: Fiscal Year 2026 2027 2028 2029 2030 2031 and thereafter Total (In millions) Unconditional commitments $ 8,498 $ 1,099 $ 1,216 $ 1,197 $ 156 $ — $ 12,166 The Company continually works with suppliers and partners on the timing of payments and deliveries of purchase commitments, taking into account business conditions.
Commitments note / unconditional purchase commitments · Filed 04/02/2026
82 Table of Contents NOTE 14– Common Stock and Stock-Based Compensation Common Stock Shares of common stock outstanding were as follows: Year Ended December 27, 2025 December 28, 2024 December 30, 2023 (In millions) Balance, beginning of period 1,622 1,616 1,612 Common stock issued in the acquisition of ZT Systems 9 — — Common stock issued under employee equity plans 15 17 17 Repurchases of common stock (12) (6) (10) Common stock repurchases for tax withholding on equity awards (4) (5) (4) Issuance of common stock upon warrant exercise — — 1 Balance, end of period 1,630 1,622 1,616 Stock Repurchase Program On May 13, 2025, the Company’s board of directors approved a new $6 billion share repurchase program.
Common stock note / issuance, repurchases and outstanding shares · Filed 04/02/2026
During the six months ended June 27, 2026, the Company repurchased 1.1 million shares of its common stock under the Repurchase Program for $221 million.
Stock repurchase note / first-half 2026 repurchase spending · Filed 05/08/2026
Under the fiscal 2025 EIP, the amount of the annual cash performance bonus for each Named Executive Officer was calculated based on (i) his or her target bonus opportunity, (ii) our corporate financial performance (weighted 70%) for fiscal 2025, as measured against pre-established performance levels (the “Financial Performance Targets”) for the first half of fiscal 2025 (weighted 40%) and the second half of fiscal 2025 (weighted 60%), and (iii) achievement of strategic milestones (weighted 30%) established with respect to key engineering, business, commercial/operational, and sales and culture metrics (the “Strategic Milestones”).
Compensation discussion / fiscal 2025 executive bonus calculation · Filed 27/03/2026
All of the RSUs granted to our Named Executive Officers in 2025 vest as to one-fourth of the underlying shares on each of August 15, 2026, and thereafter quarterly until August 15, 2029, subject to the Named Executive Officer’s continued employment with us through each vesting date (unless his or her employment agreement or other agreement with us provides otherwise).
Compensation discussion / vesting terms of actual 2025 executive RSU grants · Filed 27/03/2026
In addition, we have the right to recoup incentive-based and other compensation (including both time and performance-based equity awards) paid or granted to an employee (including any Named Executive Officer) in the event of certain misconduct by the employee (see our “Compensation Recovery (“Clawback”) Rights” section below).
Compensation policies / misconduct clawback rights · Filed 27/03/2026
Su, and continues to exercise a strong, independent oversight function, with fully independent committees and a strong Lead Independent Director.
Corporate governance / independent committees and Lead Independent Director · Filed 27/03/2026
The Compensation Committee, which consists solely of independent directors, is responsible for reviewing our executive compensation program annually to evaluate its alignment with the strategies and needs of our business, market trends and the interests of our stockholders.
Compensation governance / independent compensation committee · Filed 27/03/2026
Our Chief Executive Officer does not participate in the determination of her own compensation and no management recommendation is made regarding her compensation.
Compensation governance / CEO exclusion from own compensation determination · Filed 27/03/2026
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 27, 2025, based on the COSO criteria.
Independent auditor report / effective internal control opinion · Filed 04/02/2026
Embedded net revenue of $1.9 billion for the six months ended June 27, 2026 increased by 12%, compared to net revenue of $1.6 billion for the prior year period.
MD&A / first-half 2026 Embedded revenue growth · Filed 05/08/2026
Client and Gaming operating income was $582 million for the three months ended June 27, 2026, compared to operating income of $767 million for the prior year period.
MD&A / second-quarter Client and Gaming operating income decline · Filed 05/08/2026
2023 Equity Incentive Plan (as amended and restated, the “2023 Plan”) to: (i) increase the number of authorized shares that can be issued to employees, consultants and directors under the 2023 Plan by 65 million shares and (ii) update the plan for certain administrative changes; • Vote on the stockholder proposal described in this proxy statement, if properly presented at our Annual Meeting; and • Transact any other business that properly comes before our Annual Meeting or any adjournment or postponement thereof.
Annual meeting agenda / proposed equity-plan share increase · Filed 27/03/2026
• Stock Ownership Guidelines. Our stock ownership requirements provide that our Chief Executive Officer should attain an investment position in our common stock equal to six (6)-times her then-current annual base salary.
Compensation policies / CEO stock ownership guideline · Filed 27/03/2026
