Advanced Micro Devices Inc. (AMD) Events

Filings that contain financial statements

The following current reports furnish earnings press releases (Exhibit 99.1) with full GAAP/non-GAAP income statements and reconciliation tables, plus a results presentation (Exhibit 99.2). Anyone tracing quarterly numbers to source should start here rather than the 10-Q/10-K:

• Accession 0000002488-25-000106 (filed 2025-08-05), second quarter 2025, quarter ended June 28, 2025. Income statement, segment revenue table, GAAP-to-non-GAAP reconciliation.
• Accession 0000002488-25-000163 (filed 2025-11-04), third quarter 2025, quarter ended September 27, 2025. Income statement, segment revenue table, GAAP-to-non-GAAP reconciliation.
• Accession 0000002488-26-000014 (filed 2026-02-03), fourth quarter and full-year 2025, periods ended December 27, 2025. Quarterly and full-year income statements, segment revenue table, GAAP-to-non-GAAP reconciliation.
• Accession 0000002488-26-000072 (filed 2026-05-05), first quarter 2026, quarter ended March 28, 2026. Income statement, segment revenue table, GAAP-to-non-GAAP reconciliation. This is the most recent quarter and lines up with the period covered by the latest 10-Q.

Earnings and guidance: a consistent beat-and-raise cadence

• 2025-08-05, Second quarter 2025 results (accession 0000002488-25-000106): revenue of $7.7 billion (record, up 32% year-over-year), GAAP gross margin 40%, GAAP EPS $0.54, non-GAAP EPS $0.48. Results absorbed roughly $800 million in inventory and related charges tied to U.S. export controls on the Instinct MI308 data-center GPU sold into China; excluding that charge, non-GAAP gross margin would have been about 54%. Guidance for Q3 2025: revenue of approximately $8.7 billion, assuming no MI308 revenue to China.
• 2025-11-04, Third quarter 2025 results (accession 0000002488-25-000163): revenue of $9.2 billion (record, up 36% year-over-year), GAAP EPS $0.75, non-GAAP EPS $1.20, with no MI308 shipments to China in the quarter. Guidance for Q4 2025: revenue of approximately $9.6 billion, again assuming no China MI308 revenue.
• 2026-02-03, Fourth quarter and full-year 2025 results (accession 0000002488-26-000014): Q4 revenue of $10.3 billion (record, up 34% year-over-year), GAAP EPS $0.92, non-GAAP EPS $1.53 (record). Full-year 2025 revenue was $34.6 billion (up 34%), full-year non-GAAP EPS $4.17 (record). The quarter included roughly $390 million of resumed MI308 sales into China (following a partial re-opening of export licensing) plus a $360 million release of previously reserved MI308 inventory charges. Guidance for Q1 2026: revenue of approximately $9.8 billion, including roughly $100 million of MI308 sales to China.
• 2026-05-05, First quarter 2026 results (accession 0000002488-26-000072): revenue of $10.3 billion (up 38% year-over-year, essentially flat sequentially versus Q4), GAAP EPS $0.84, non-GAAP EPS $1.37, well ahead of the $9.8 billion guidance midpoint given three months earlier. Data Center segment revenue reached $5.8 billion, up 57% year-over-year, now the largest and fastest-growing segment. Guidance for Q2 2026: revenue of approximately $11.2 billion (up ~46% year-over-year), non-GAAP gross margin of approximately 56%. Notably, this release makes no mention of China MI308 sales or export-control charges, a contrast with the prior four quarters, where China licensing was a recurring swing factor.

AI infrastructure partnerships and associated warrants

• 2025-10-05/06 (accession 0001193125-25-230895), AMD and OpenAI announced a multi-year, multi-generation agreement for OpenAI to deploy up to 6 gigawatts of AMD Instinct GPUs, with an initial 1-gigawatt deployment of MI450 Series GPUs beginning in the second half of 2026. Concurrent with signing, OpenAI committed to purchase the initial 1-gigawatt tranche. AMD issued OpenAI a warrant to purchase up to 160 million shares of common stock at an exercise price of $0.01/share. Vesting occurs in tranches tied to GPU purchase milestones (full vesting requires 6 gigawatts of purchases) and to AMD stock-price thresholds escalating to $600/share for the final tranche; the warrant expires October 5, 2030.
• 2026-02-23/24 (accession 0000002488-26-000045), AMD and Meta announced an expansion of their existing partnership: a 6-gigawatt agreement to deploy AMD Instinct GPUs across multiple generations, with the first 1-gigawatt deployment (custom MI450-based GPU plus 6th-Gen "Venice" EPYC CPUs on the Helios rack-scale architecture) beginning in the second half of 2026. Structurally near-identical to the OpenAI arrangement: AMD issued Meta a warrant for up to 160 million shares at $0.01/share, vesting on the same 1-to-6-gigawatt purchase-milestone schedule and the same stock-price thresholds up to $600/share, expiring February 23, 2031.
• Both warrants, if fully vested and exercised, would be dilutive (160 million shares each, roughly 320 million combined against approximately 1.63 billion shares outstanding as of April 29, 2026), but vesting is contingent on very large, multi-year purchase commitments actually being fulfilled and on AMD's stock clearing price hurdles that escalate to $600/share.

M&A: ZT Systems manufacturing divestiture closed

• 2025-10-27 (accession 0001193125-25-250803), AMD completed the previously announced sale of its ZT Systems U.S. data-center infrastructure manufacturing business to Sanmina Corporation, under the Equity Purchase Agreement dated May 18, 2025. Sanmina paid $2.4 billion in cash plus 1,151,052 shares of Sanmina common stock at closing, with up to $450 million of additional contingent consideration available post-closing. AMD retained ZT Systems' rack-scale AI systems design and customer-enablement teams (the part of the ZT acquisition AMD wanted to keep after buying ZT Systems in 2025), while Sanmina becomes a preferred manufacturing partner for AMD's cloud rack- and cluster-scale AI systems.

Capital structure and financing

• 2026-05-14/15 (accession 0001193125-26-226746), AMD entered into a new five-year, $5.0 billion unsecured revolving credit facility with JPMorgan Chase as administrative agent, replacing its prior credit agreement dated April 2022 (Wells Fargo as agent), which was terminated. No borrowings were outstanding under the new facility at closing; up to $250 million is available for letters of credit. There are no financial maintenance covenants. Separately, AMD increased the maximum size of its unsecured commercial paper program to $5.5 billion from $3.0 billion.
• 2025-06-03 (accession 0000002488-25-000089, an amendment to a May 2025 filing), AMD's stockholders approved increasing authorized common shares from 2.25 billion to 4.0 billion at the May 14, 2025 annual meeting; the company filed the corresponding Amended and Restated Certificate of Incorporation with Delaware. (A separate proposal to limit officer liability, initially reported as approved, was corrected in this amendment to reflect that it was not approved by stockholders.)
• Share repurchases: on May 13, 2025 AMD's board approved a new $6 billion buyback authorization on top of the existing program, bringing total repurchase authority to $14 billion (disclosed in the annual report, accession 0000002488-26-000018). AMD repurchased $1.3 billion of stock (12 million shares) during 2025 and a further $221 million (1.1 million shares) in the first quarter of 2026, leaving roughly $9.2 billion of authority available entering the second quarter of 2026.

Governance: 2026 annual meeting

• 2026-05-13 (accession 0001193125-26-226746), At AMD's 2026 annual meeting, stockholders elected all eight director nominees, ratified Ernst & Young LLP as auditor for fiscal 2026, approved (non-binding) executive compensation ("say-on-pay"), and approved amending the 2023 Equity Incentive Plan to add 65 million shares (bringing total authorized shares under that plan to 153 million). A stockholder proposal to lower the ownership threshold and remove the holding-period requirement for calling a special meeting was not approved.
• 2026-01-16 (accession 0000002488-26-000002), The board was expanded from eight to nine directors with the appointment of KC McClure to the board and its Audit and Finance Committee.

Management changes

• 2025-08-22 (accession 0000002488-25-000147), Chief Accounting Officer Philip Carter resigned effective September 5, 2025, to take a CFO role elsewhere; CFO Jean Hu assumed the interim Chief Accounting Officer role.
• 2025-12-12/15 (accession 0000002488-25-000182), Emily Ellis was appointed Chief Accounting Officer effective December 15, 2025, succeeding the interim arrangement; she previously served as VP Controller at Palo Alto Networks and before that as a PwC partner.

Executive compensation

• 2025-06-27 (accession 0000002488-25-000099) and 2026-06-26 (accession 0000002488-26-000115), Routine annual base-salary increases and long-term equity award grants for the CEO and other named executive officers, effective each July 1. The 2026 round also reflects Darren Grasby, EVP and Chief Sales Officer/President EMEA, joining the named executive group.
• 2026-02-10/11 (accession 0000002488-26-000029), The board approved fiscal-2025 annual cash bonuses for the named executive officers (CEO bonus of approximately $3.1 million) and a one-time "CEO Value Creation" equity award to Dr. Lisa Su with a $75 million target value. The award is entirely performance-based: it pays out only if AMD's stock price clears escalating hurdles (through a final hurdle of $600/share) over a performance period running to March 2031, with the earned amount also subject to extended multi-year vesting.

Export-control backdrop (China)

Across the four quarters covered here, sales of the Instinct MI308 GPU into China went from blocked (Q2–Q3 2025, with an $800 million Q2 inventory charge) to partially licensed and resumed (roughly $390 million in Q4 2025, with a partial reversal of the earlier inventory charge) to a modest, guided contributor (~$100 million baked into Q1 2026 guidance). The Q1 2026 earnings release (accession 0000002488-26-000072) is notable for containing no China/MI308 discussion at all, suggesting the issue had receded in materiality by that point. Investors should note this is a live regulatory area that can move quarter to quarter and is worth checking against the company's most recent disclosures.