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

On May 13, 2025, the Company’s board of directors approved a new $6 billion share repurchase program. The authorization is in addition to the Company’s existing share repurchase program (collectively, the Repurchase Program), increasing the total repurchase authority to $14 billion. During 2025, the Company repurchased 12 million shares of its common stock under the Repurchase Program for $1.3 billion. The repurchased amounts do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022. As of December 27, 2025, $9.4 billion remained available for future stock repurchases under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any common stock, has no termination date and may be suspended or discontinued at any time.

In October 2025, the Company issued to OpenAI OpCo, LLC (the Warrantholder) a warrant to purchase up to an aggregate of 160 million shares of the Company’s common stock at an exercise price of $0.01 per share. The warrant shares will vest in tranches based on AMD Instinct GPU purchase milestones by the Warrantholder, or its affiliates, or indirectly through third parties, and achievement of specified Company stock price targets and stock performance. Each vested tranche is further subject to the fulfillment of certain other technical and commercial conditions prior to exercise. Subject to certain terms and conditions, the warrant is exercisable through October 5, 2030. None of the warrant shares had met the vesting or exercise conditions as of December 27, 2025 and the issuance of the warrant had no impact to the Company's financial statements for the year ended December 27, 2025. The Company will account for the warrant shares as a liability until certain conditions for equity classification are satisfied.

The Company’s employee equity programs are intended to attract, retain and motivate highly qualified employees. On May 18, 2023, the Company’s stockholders approved the AMD 2023 Equity Incentive Plan (the 2023 Plan). Under the 2023 Plan, 87,645,874 shares of the Company’s common stock are reserved and available for delivery pursuant to awards granted under the 2023 Plan. Generally, stock options granted under the 2023 Plan vest and become exercisable over a four-year period from the date of grant and expire within seven years after the grant date. Unvested shares from the 2023 Plan that are reacquired by the Company from forfeited outstanding equity awards become available for grant and may be reissued as new awards. Under the 2023 Plan, the Company can grant (i) stock options, and (ii) RSUs, including time-based RSUs and PRSUs.

Stock Options. Nonstatutory and incentive stock options may be granted to certain of the Company’s senior executives. The exercise price of the shares subject to each nonstatutory stock option and incentive stock option cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The exercise price of each option granted under the 2023 Plan must be paid in full at the time of the exercise.

Time-based RSUs. Time-based RSUs are awards that can be granted to any employee, director or consultant and that obligate the Company to issue a specific number of shares of the Company’s common stock in the future if the vesting terms and conditions are satisfied.

PRSUs. PRSUs can be granted to certain of the Company’s senior executives. The performance metrics can be financial performance, non-financial performance and/or market conditions. Each PRSU award reflects a target number of shares (Target Shares) that may be issued to an award recipient before adjusting based on the Company’s financial performance, non-financial performance and/or market conditions. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 250% of the Target Shares granted, depending upon the degree of achievement of the performance target designated by each individual award.

ESPP. Under the 2017 Plan, eligible employees who participate in an offering period may have up to 15% of their eligible earnings withheld, up to certain limitations, to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last business day of the six-month offering period. The offering periods commence in May and November each year.

As of December 27, 2025, the Company had 47 million shares of common stock that were available for future grants and 36 million shares reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested RSUs, including PRSUs.


	Year Ended
	December 27, 2025		December 28, 2024		December 30, 2023
	(In millions)
Cost of sales	$	26	$	21	$	30
Research and development	1,287		1,079		1,002
Marketing, general, and administrative	325		307		352
Total stock-based compensation expense before income taxes	1,638		1,407		1,384
Income tax benefit	(293)		(251)		(249)
Total stock-based compensation expense, net of income taxes	$	1,345	$	1,156	$	1,135

Stock Options. The weighted-average estimated fair value of employee stock options granted during 2025, 2024 and 2023 was $89.01, $68.38 and $53.72 per share, respectively, using the following assumptions:


	December 27, 2025		December 28, 2024		December 30, 2023
Expected volatility	52.25	%	54.34	%	52.36% - 52.42%
Risk-free interest rate	3.82	%	3.80	%	3.93% - 4.11%
Expected dividends	—	%	—	%	—	%
Expected life (in years)	4.97		4.98		4.96 - 5.04

The Company uses a combination of the historical volatility of its common stock and the implied volatility for publicly traded options on the Company’s common stock as the expected volatility assumption. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the option grant at the date closest to the option grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding.


	Outstanding Number of Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (in years)
	(In millions, except share price)
Balance as of December 28, 2024	2	$	89.73
Granted	—	$	177.51
Forfeited	—	$	110.30
Exercised	—	$	43.04
Balance as of December 27, 2025	2	$	117.60	$	77	4.17
Exercisable December 27, 2025	1	$	98.94	$	58	3.06

The total intrinsic value of stock options exercised for 2025, 2024 and 2023 was $65 million, $86 million and $173 million, respectively. As of December 27, 2025, the Company had $51 million of total unrecognized compensation expense related to stock options, which will be recognized over the weighted-average period of 2.55 years.



	Number of Shares	Weighted- Average Grant Date Fair Value
	(In millions)
Unvested shares as of December 28, 2024	30	$	116.77
Granted	16	$	158.26
Forfeited	(2)	$	120.12
Vested	(11)	$	113.34
Unvested shares as of December 27, 2025	33	$	138.14

The total fair value of time-based RSUs vested during 2025, 2024 and 2023 was $1.8 billion, $2.0 billion and $1.1 billion, respectively. As of December 27, 2025, the Company had $3.5 billion of total unrecognized compensation expense related to time-based RSUs, which will be recognized over the weighted-average period of 2.64 years.


	December 27, 2025		December 28, 2024		December 30, 2023
Expected volatility	50.74% - 51.77%		52.68% - 53.19%		51.12% - 56.22%
Risk-free interest rate	3.70%- 4.22%		3.82% - 4.41%		4.30%- 4.36%
Expected dividends	—	%	—	%	—	%
Expected term (in years)	3.00		2.48 - 3.00		2.17 - 3.00

The Company uses the historical volatility of its common stock and risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the PRSUs grant at the date closest to the grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of PRSUs represents the requisite service periods of these PRSUs.



	Number of Shares	Weighted-Average Grant Date Fair Value
	(In millions)
Unvested shares as of December 28, 2024	2	$	139.31
Granted	1	$	263.71
Forfeited	—	$	142.51
Vested	(1)	$	120.06
Unvested shares as of December 27, 2025	2	$	180.93

The total fair value of PRSUs vested during 2025, 2024 and 2023 was $78 million, $226 million and $100 million, respectively. As of December 27, 2025, the Company had $232 million of total unrecognized compensation expense related to PRSUs, which will be recognized over the weighted-average period of 1.42 years.


	December 27, 2025		December 28, 2024		December 30, 2023
Expected volatility	56.47% - 56.79%		48.14% - 49.38%		45.74% - 49.40%
Risk-free interest rate	3.79% - 4.28%		4.42% - 5.41%		5.13% - 5.46%
Expected dividends	—	%	—	%	—	%
Expected term (in years)	0.50		0.50		0.50

The Company uses the historical volatility of its common stock and the risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the ESPP grant at the date closest to the ESPP grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of the ESPP represents the six-month offering period.

During 2025, 3 million shares of common stock were purchased under the ESPP at an average purchase price of $89.22 resulting in aggregate cash proceeds of $263 million. As of December 27, 2025, the Company had $52 million of total unrecognized compensation expense related to the ESPP, which will be recognized over the weighted-average period of 0.37 years.