What the Filing Says

Advanced Micro Devices, Inc. (Nasdaq: AMD) filed a Form 8-K with the SEC on May 15, 2026, reporting events that occurred on May 13 and May 14, 2026. The filing is a current report — not a quarterly or annual earnings release — and discloses three categories of material corporate events: (1) entry into a new revolving credit agreement and simultaneous termination of the prior credit agreement, (2) an expansion of the company's commercial paper program, and (3) the results of the company's 2026 Annual Meeting of Stockholders. No revenue, earnings, or segment performance figures appear in this filing.

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New $5.0 Billion Revolving Credit Facility

Structure and Terms

On May 14, 2026, AMD entered into a Credit Agreement providing for a five-year, $5.0 billion unsecured revolving credit facility (the "Revolving Facility"), with JPMorgan Chase Bank, N.A. serving as administrative agent. The facility replaces the company's prior credit agreement dated April 29, 2022, which had been administered by Wells Fargo Bank, National Association. According to the filing, as of the closing date there were no borrowings outstanding under the new facility.

Key structural features disclosed in the filing include:

| Feature | Detail | |---|---| | Facility size | $5.0 billion unsecured revolving | | Tenor | Five years from May 14, 2026 | | Letter of credit sublimit | Up to $250 million | | Interest rate (Term SOFR) | Term SOFR + applicable margin of 0.50%–0.80%, based on credit ratings | | Interest rate (Base Rate) | Base Rate + 0.00% margin; Base Rate no lower than 1.00% | | Term SOFR floor | 0.00% | | Commitment fee | 0.03%–0.05% on unused commitments, based on credit ratings | | Financial covenants | None | | Prepayment penalty | None (other than customary SOFR breakage costs) |

The applicable margin on Term SOFR borrowings and the commitment fee both vary with AMD's credit ratings at the time of borrowing, as defined in the Credit Agreement.

Permitted Uses and Flexibility

The filing states that proceeds of any borrowings may be used for general corporate purposes. AMD may borrow, repay, and reborrow at any time prior to maturity or earlier termination of lender commitments. Voluntary prepayments and reductions of unused commitments are permitted without penalty, subject to minimum notice and amount requirements.

Covenants and Events of Default

The Credit Agreement contains representations, warranties, and affirmative and negative covenants described as customary for unsecured financings. Notably, the filing confirms no financial maintenance covenants are included. Events of default listed in the filing include, among others: nonpayment of principal, interest, or fees; breach of covenant; cross-default or cross-acceleration on certain other material indebtedness; material inaccuracy of representations or warranties; bankruptcy or insolvency; certain unsatisfied judgments; certain ERISA violations; a change of control; and invalidity or unenforceability of the agreement.

Termination of the Prior Facility

In connection with closing the new Credit Agreement, AMD terminated all remaining lender commitments under the 2022 credit agreement with Wells Fargo Bank as agent. The filing discloses this event under Item 1.02.

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Commercial Paper Program Expansion

Also on May 14, 2026, AMD increased the maximum aggregate amount that may be outstanding at any time under its unsecured commercial paper program — originally established November 3, 2022 — from $3.0 billion to $5.5 billion. The filing reports that no other substantive changes were made to the program's governing agreements beyond updating the private placement memoranda to reflect the higher ceiling.

Relevant program terms as disclosed:

| Feature | Detail | |---|---| | New program ceiling | $5.5 billion (up from $3.0 billion) | | Note maturities | Variable; may not exceed 397 days from issuance | | Issuance basis | Private placement; not registered under the Securities Act | | Pricing | Sold at a discount from par, or at par bearing variable market-rate interest | | Use of proceeds | General corporate purposes |

The filing explicitly states that the Notes have not been and will not be registered under the Securities Act of 1933 and may only be offered and sold pursuant to applicable exemptions from registration requirements.

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2026 Annual Meeting of Stockholders — Results

AMD held its 2026 Annual Meeting on May 13, 2026. Stockholders voted on five proposals.

Proposal 1: Election of Directors

All eight director nominees were elected. Vote totals as reported in the filing:

| Director | For | Against | Abstain | Broker Non-Votes | |---|---|---|---|---| | Nora M. Denzel | 947,789,490 | 53,782,687 | 1,723,831 | 266,537,638 | | Michael P. Gregoire | 981,430,100 | 19,802,675 | 2,063,233 | 266,537,638 | | Joseph A. Householder | 980,818,411 | 20,650,951 | 1,826,646 | 266,537,638 | | John W. Marren | 997,404,298 | 4,082,948 | 1,808,762 | 266,537,638 | | KC McClure | 999,283,773 | 2,283,216 | 1,729,019 | 266,537,638 | | Lisa T. Su | 930,377,752 | 66,844,325 | 6,073,931 | 266,537,638 | | Abhi Y. Talwalkar | 918,133,754 | 83,367,669 | 1,794,585 | 266,537,638 | | Elizabeth W. Vanderslice | 998,000,474 | 3,591,977 | 1,703,557 | 266,537,638 |

Among the eight directors elected, CEO Lisa T. Su and director Abhi Y. Talwalkar received the highest against-vote totals, at approximately 66.8 million and 83.4 million votes against, respectively, though both were elected by substantial majorities.

Proposal 2: Ratification of Independent Auditor

Stockholders ratified the appointment of Ernst & Young LLP as AMD's independent registered public accounting firm for the fiscal year ending December 26, 2026. Votes: 1,182,240,325 for; 85,267,454 against; 2,325,867 abstaining.

Proposal 3: Advisory Say-on-Pay Vote

Stockholders approved, on a non-binding advisory basis, the compensation of AMD's named executive officers as disclosed in the proxy statement. Votes: 924,311,642 for; 73,373,753 against; 5,610,613 abstaining; 266,537,638 broker non-votes.

Proposal 4: Amended and Restated 2023 Equity Incentive Plan

Stockholders approved the amendment and restatement of AMD's 2023 Equity Incentive Plan. The amended plan increases shares authorized for issuance by 65 million shares, bringing the total authorized share pool to 153 million shares of common stock (par value $0.01 per share). The plan also incorporates certain administrative updates. Votes: 971,044,532 for; 28,539,051 against; 3,712,425 abstaining; 266,537,638 broker non-votes.

The Board had approved the amended plan on March 9, 2026; it became effective upon stockholder approval at the Annual Meeting.

Proposal 5: Stockholder Proposal — Special Meeting Threshold

A stockholder proposal requesting that AMD lower its ownership threshold and remove the holding requirement for calling a special meeting of stockholders was not approved. Votes: 375,193,701 for; 624,384,602 against; 3,717,705 abstaining; 266,537,638 broker non-votes.

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Contextual Observations

Liquidity structure: The simultaneous expansion of the revolving credit facility (to $5.0 billion) and the commercial paper program ceiling (to $5.5 billion) enlarges the aggregate short-term and medium-term liquidity backstop available to AMD for general corporate purposes. The filing does not attribute either action to a specific planned use of funds.

Equity plan dilution: The addition of 65 million authorized shares to the equity incentive plan represents potential dilution to existing common stockholders, a factor typically disclosed in proxy materials and reflected in share-count assumptions used by market participants. The filing does not disclose the number of shares previously remaining available under the prior plan authorization.

No financial covenants: The absence of financial maintenance covenants in the new revolving credit facility is a structural feature that provides AMD operational flexibility under the agreement's terms, as the company would not be subject to ratio-based compliance tests tied to earnings or leverage metrics.

Signing officer: The 8-K was signed by Jean Hu, Executive Vice President, Chief Financial Officer & Treasurer.

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*This article is general, impersonal commentary based solely on the text of the referenced SEC filing. It does not constitute investment advice or a recommendation to buy, sell, or hold any security. Readers should consult the full filing and applicable professional advisers for complete information.*