AMDADVANCED MICRO DEVICES INC
8-K5.02

Feb 17, 2026

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AMD 8-K: Smart Summary

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On February 10–11, 2026, Advanced Micro Devices, Inc.'s Compensation and Leadership Resources Committee and Board of Directors approved annual cash performance bonuses under the Executive Incentive Plan (EIP) for fiscal 2025 for five executive officers, and the Board approved a special long-term CEO Value Creation Equity Award for Chair, President and CEO Lisa T. Su with a target value of $75M.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Executive Compensation

  • Jean Hu — Fiscal 2025 annual cash performance bonus of $1,179,750 under the EIP, approved February 10, 2026; expected to be paid in March 2026
  • Mark Papermaster — Fiscal 2025 annual cash performance bonus of $1,293,187 under the EIP, approved February 10, 2026; expected to be paid in March 2026
  • Forrest Norrod — Fiscal 2025 annual cash performance bonus of $1,157,062 under the EIP, approved February 10, 2026; expected to be paid in March 2026
  • Ava Hahn — Fiscal 2025 annual cash performance bonus of $738,100 under the EIP, approved February 10, 2026; expected to be paid in March 2026
  • Lisa T. Su — Fiscal 2025 annual cash performance bonus of $3,125,430 under the EIP, approved by the Board on February 11, 2026; expected to be paid in March 2026; additionally approved for a special CEO Value Creation Equity Award with a target value of $75M, to be granted on March 15, 2026 under the Advanced Micro Devices, Inc. 2023 Equity Incentive Plan, as amended and restated; award is 100% performance-based PRSUs converted from target value by dividing by the 30-trading-day average closing price ending on the Grant Date; PRSUs earned range from 0% to 200% of target based on four stock price hurdles (Tranche 1: 50% of target at 10% 5-year CAGR; Tranche 2: 100% of target at 15% 5-year CAGR; Tranche 3: 150% of target at 17.5% 5-year CAGR; Tranche 4: 200% of target at $600 per share) achieved during performance period from March 15, 2026 to March 15, 2031; PRSUs earned on or before third anniversary of Grant Date: 50% vest on third anniversary, 50% vest on fifth anniversary; PRSUs earned after third anniversary but on or before fifth anniversary vest 100% on fifth anniversary; vesting requires Dr. Su to remain in service as CEO or Executive Chair through applicable vesting date; if terminated for cause, all unvested and unearned PRSUs are forfeited; if a 'covered termination' occurs, unvested earned PRSUs scheduled to vest within one year of termination immediately vest, and remaining unvested/unearned PRSUs remain outstanding for 12 months (or until March 15, 2031 or a change of control, if earlier); Board intends this as a one-time special award not part of regular annual compensation, and does not intend to grant another special equity award for the duration of the Performance Period absent extraordinary or unforeseen circumstances
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