Common Stock and Stock-based Compensation

6 Months Ended

Jun. 27, 2026

Common Stock and Stock-based Compensation

Common Stock

Shares of common stock outstanding were as follows:


	Three Months Ended		Six Months Ended
	June 27, 2026	June 28, 2025	June 27, 2026	June 28, 2025
	(In millions)
Balance, beginning of period	1,630	1,616	1,630	1,622
Common stock issued under employee equity plans	3	3	4	4
Common stock repurchases for tax withholding on equity awards	(1)	—	(1)	—
Repurchases of common stock	—	(5)	(1)	(12)
Common stock issued in the acquisition of ZT Systems	—	8	—	8
Balance, end of period	1,632	1,622	1,632	1,622

Treasury Stock

During the three months ended June 27, 2026, the Company retired 66.9 million of treasury shares, which returned to the status of authorized but unissued shares. The excess of purchase price over par value was allocated between additional paid-in capital and retained earnings.

Stock Repurchase Program

The Company has a stock repurchase program (Repurchase Program) with total repurchase authority of $14 billion. 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. The repurchased amounts do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022. As of June 27, 2026, $9.2 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.

Warrants

In October 2025 and February 2026, the Company issued warrants to OpenAI OpCo, LLC (OpenAI) and Meta Platforms, Inc. (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). 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. The vesting of the OpenAI Warrant is also subject to stock‑performance thresholds. Each vested tranche is further subject to additional technical and commercial conditions before becoming exercisable. The OpenAI Warrant and Meta Warrant is exercisable through October 5, 2030 and February 23, 2031, respectively. The warrants will be classified as liabilities until certain conditions for equity classification are met. As of June 27, 2026, no warrant shares had vested or become exercisable, and the warrants had no impact on the Condensed Consolidated Financial Statements for the three and six months ended June 27, 2026.

Stock-based Compensation

Stock-based compensation expense recorded in the Consolidated Statements of Operations was as follows:


	Three Months Ended				Six Months Ended
	June 27, 2026		June 28, 2025		June 27, 2026		June 28, 2025
	(In millions)
Cost of sales	$	8	$	6	$	16	$	11
Research and development	392		290		779		572
Marketing, general and administrative	103		73		195		150
Total	$	503	$	369	$	990	$	733

On May 13, 2026, the Company amended and restated its 2023 Equity Incentive Plan (the Plan), increasing the authorized shares for issuance under the Plan by 65 million to a total of 153 million shares of common stock. As of June 27, 2026, 107 million shares remain available for issuance under the Plan.