Added10-Q 2026-11-04 vs 10-K 2026-02-04
• If we are unable to attract, develop and retain key employees, our business could be materially affected.
AMDAdvanced Micro Devices
The statements in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 10-K, Item 1
- Employees
- 31,000
- Headquarters
- Santa Clara, CA
- CEO
- Lisa T. Su
- Next results
- around Feb 2, 2027
13 paragraphs in Risk Factors of the 10-K filed Feb 4, 2026 with nothing like them in the 10-K filed Feb 5, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•We may be required to satisfy financial obligations under guarantees and other commercial commitments.
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Competition is expected to remain intense, driven by rapid technological change, evolving standards, shifting customer preferences, product obsolescence, and frequent product launches from both established and new competitors. Some of our competitors may possess stronger market positions, larger customer bases, more design wins, and greater financial, sales, marketing, and distribution resources than us. As a result, they may be able to acquire market share or limit our ability to do so, more effectively capitalize on new market opportunities, and transition their products more efficiently than we can. Some competitors are pursuing alternative computing architectures, such as Arm, which could grow the Arm ecosystem and increase competition in consumer, commercial and data center, reducing demand for our products. Additionally, we may encounter competition from customers who internally develop products to support similar AI workloads to those supported by ours.
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In addition, strategic partnerships, acquisitions and business collaborations by and between our competitors may increase competition and adversely affect our business. For example, in September 2025, Nvidia announced a partnership and investment in Intel to partner on new data center and client platform products. This partnership may result in increased competition and pricing pressure for our products or could prevent us from participating in other opportunities, which could materially adversely impact our business, financial condition and margins.
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Product transition risks may increase as the computing industry shifts toward shorter launch cycles and a broader range of accelerated computing platforms. Product transitions are complex and as such we may ship both new and prior-generation products concurrently. Customer adoption patterns can vary and while some customers may shift to newer products more quickly and reduce demand for current-generation offerings, other customers may lower their inventory of existing products before purchasing new ones. The increased frequency of product transitions and expansion of our product portfolio heightens the challenges of managing our supply and demand, which could adversely affect our revenue and inventory management. The increasing frequency and complexity of our newly introduced products may also result in unanticipated quality or production issues that could result in product delays.
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Our business and the business of our suppliers and customers may also be subject to current and future climate-related regulations, contract terms and lawsuits. Increased regulations on carbon taxes, greenhouse gas emissions, fuel or energy taxes will likely result in greater costs, such as through carbon pricing impact on utilities or through requiring greater renewable energy purchases than otherwise planned.
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We are subject to U.S. laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce, which restrict the export of certain products and technologies to certain countries, including China, Russia, and Belarus, among others. These restrictions may limit our ability to sell certain products or technologies in these markets or to certain customers.
Evolving U.S. government policy toward semiconductor exports, particularly in the context of national security and foreign policy priorities could adversely affect our business. In October 2023, the Bureau of Industry and Security (BIS) of the United States Department of Commerce issued requirements for the export of certain advanced computing items to a party headquartered in, or with an ultimate parent headquartered in, any of Country Groups D1, D4 or D5, including China (a D5 Country). These controls prevent us from shipping certain AMD Instinct™ integrated circuits and certain AMD Versal™ FPGAs to China, or to customers outside of the United States who are headquartered in—or whose ultimate parent is headquartered in—a D5 Country, without a license. BIS may not timely update performance-based licensing thresholds in the 2023 export requirements and/or may issue new licensing requirements and regulatory controls in the future. Accordingly, there is a risk that new products which exceed current licensing thresholds, or even those below current licensing thresholds, may not succeed because BIS could determine they are subject to licensing requirements. U.S. export restrictions on semiconductors and semiconductor technology to China and Chinese customers negatively impact our ability to sell to customers in China and make it easier for our China-based competitors to develop and sell their own solutions and reduce the need for our products. In April 2025, the U.S. government implemented a new license requirement for the export of certain semiconductor products to a D5 Country, and to companies headquartered in, or with an ultimate parent located in such D5 Country. This restriction impacts our AMD Instinct™ MI308 products. As a result of the restriction, we incurred approximately $800 million in inventory and related charges in the second quarter of 2025. We applied for and were granted some licenses by the U.S. government that allow us to ship our MI308 products to certain China-based customers. During the fourth quarter of fiscal year 2025, we began shipping products and reversed approximately $360 million of the charges recorded earlier in the year. Sales of our MI308 products into China depend on customer demand, China’s import control rules and our ability to obtain licenses. In August 2025, U.S. government officials expressed an expectation that the U.S. government will receive 15% of the revenue generated from licensed MI308 sales to China. However, to date, the U.S. government has not published a regulation establishing such requirement. Any request for a percentage of the revenue by the U.S. government could subject us to litigation, increase our costs and harm our competitive position and benefit competitors that are not subject to such arrangements.
Additional export restrictions imposed in the future may not only impact our ability to serve China but could also impact our ability to serve other markets. If any new export controls impact more of our products, we may be unable to sell our inventory of such products and we may further incur inventory and related charges since there is no assurance that the U.S. government will grant licenses at all or in a timely manner. Even if we are granted licenses, the licenses may be temporary or could impose onerous conditions for us or our customers. If we are not granted licenses, we may be unable to develop a competitive product for the China market that is not subject to licensing requirements. Limits on sales of our offerings in the China market due to export controls could impact our competitive position compared to domestic Chinese competitors and other companies or competitors not subject to the same restrictions. As such, we could lose market position and our business, operating results, and financial condition would be adversely impacted.
In January 2025, BIS issued a final rule, commonly referred to as the “AI Diffusion Rule,” that would have imposed new restrictions on the export, reexport and in-country transfer of certain advanced semiconductor devices and technology. In May 2025, BIS announced its intention to rescind the AI Diffusion Rule, publish a regulation formalizing the rescission, and issue replacement rules in the future. The replacement rules may limit our ability to engage in certain business transactions, require new export licenses, delay shipments, or necessitate changes in our compliance processes and product designs to ensure regulatory compliance. Additionally, BIS’s announced plans introduce uncertainty as we evaluate whether specific products, technologies, or software fall within the scope of any new restrictions, and whether BIS will grant licenses in a timely matter or at all. Compliance with the planned or existing rules could result in increased costs, disruption of key customer and supplier relationships, loss of competitive positioning in international markets or reputational harm.
The implementation or increase of any tariffs, trade protection measures or restrictions, or retaliatory actions from foreign governments could result in lost sales and adversely impact our reputation and business. The U.S. government has instituted or proposed changes in trade policies that include higher tariffs on imports into the U.S. and other government regulations affecting trade between the United States and other countries where we conduct our business. Such changes to U.S. trade policy have the potential to adversely impact the U.S. economy or sectors thereof and could significantly impact our business, in particular the import of products used in our business that are manufactured outside the U.S. Any retaliatory actions by affected countries and foreign governments could result in tariffs, trade protection measures or other restrictions imposed on our current and future products. Our customers’ costs of doing business may increase or their sales may be negatively affected. As such, customer demand for our products may decline, which could adversely impact our ability to generate revenue and result in inventory impairment changes. For instance, tariffs on hardware required for data centers could raise costs for our customers, potentially causing them to delay or cancel AI infrastructure investments. Further, to the extent that the United States, China or other countries seek to promote products that are produced domestically or reduce their dependence on products from another country, they may implement regulations or policies that may negatively affect our business.
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We have equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity. In June 2019, BIS added certain Chinese entities to the Entity List, including THATIC and the THATIC JV. Since that time, the United States administration has called for changes to domestic and foreign policy, including policies with respect to China and Russia. Specifically, United States-China trade relations remain uncertain as the United States continues to add more Chinese companies to the Entity List and introduce new regulations on advanced computing, semiconductor manufacturing, and AI, while China has imposed retaliatory tariffs. Moreover, as the U.S. government continues adding companies to the Entity List, our supply chain may be negatively impacted as we may be required to suspend purchasing from such suppliers or selling to such customers or otherwise unable to fulfill our contractual obligations to them. For example, in September 2025, BIS issued a new rule designating any entity that is at least 50% owned by one or more entities on the Entity List will be subject to Entity List restrictions and this rule similarly applies to entities at least 50% owned by listed “military end users” and certain sanctioned parties. In October 2025, the U.S. government announced that it planned to suspend enforcement of this new rule for one year. However, the restrictions can be reimposed at any time. These restrictive governmental actions and any similar measures that may be imposed on U.S. companies by other governments, especially in light of ongoing trade tensions with U.S. trading partners, will likely limit or prevent us from doing business with certain of our customers or suppliers and harm our ability to compete effectively or otherwise negatively affect our ability to sell our products. If we were ever found to have violated these laws or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to penalties, which could adversely affect our reputation, business, operating results and financial condition.
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We may be required to satisfy financial obligations under guarantees and other commercial commitments.
From time to time, we enter into commercial arrangements such as long-term capacity purchase agreements, financial guarantees and leases to support customers’ or commercial partners’ infrastructure development. These arrangements may increase our exposure to counterparty risk, such as their inability to secure the necessary capital or financing, delays in project execution and downturns in their business, including insolvency. If we are required to satisfy our financial obligations under these commercial arrangements, our business, operating results, financial and condition may be adversely affected.
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New in the latest 10-Q
54 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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Proceeds from debt and commercial paper issuance, net of issuance costs 4,726 2,441
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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Warrants to purchase the Company's common stock issued to customers represent consideration payable to a customer under ASC 606, Revenue from Contracts with Customers. Fair value on the grant date of the warrant shares probable of vesting is recorded as a reduction to revenue proportionally as qualifying customer revenues are recorded, initially with a corresponding liability recorded within Other long-term liabilities on the Condensed Consolidated Balance Sheets. The warrants are measured and classified under ASC 718, Compensation - Stock Compensation. The warrant liability is remeasured to fair value each reporting period, with changes in fair value after grant date recorded within Other income (expense), net, until each tranche becomes exercisable, at which point the related liability is reclassified to Additional paid-in capital at its then-current fair value and is no longer subject to remeasurement. If the conditions of exercisability are met prior to the customers meeting the tranche's purchase milestones, the unrecognized change in fair value is recorded within Other income (expense) with a corresponding amount recorded to Additional paid in capital as the customer purchases occur. The Company estimates the fair value using a Monte Carlo simulation model or, after the market conditions are met, the Company’s closing stock price, together with its estimate of the probability of the customers meeting the specific conditions required for exercisability. Once warrant shares become vested and exercisable, they are included in the computation of both basic and diluted earnings per share.
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In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) Government Grants (ASU 2025-10) Topic 832 - Accounting for Government Grants Received by Business Entities, which provides guidance, on the recognition, measurement and presentation of government grants. This ASU is effective for the Company for its fiscal year 2029. The Company is currently evaluating the impact of adoption of this guidance on its financial statements.
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In May 2025, the FASB issued ASU 2025-04 Topic 718 - Stock Compensation and Topic 606 - Clarifications to Share-Based Consideration Payable to a Customer to clarify the guidance on accounting for share-based payment grants that an entity grants as consideration payable to its customers. The ASU is effective for the Company for its fiscal year 2027. The Company is currently evaluating the impact of adoption of this guidance on its financial statements.
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Construction in progress includes costs primarily related to data center network infrastructure.
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Other Income (Expense), Net Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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See Note 14 - Common Stock and Stock-based Compensation for information on change in fair value of warrant liability.
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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In August 2026, the Company entered into a definitive agreement to acquire Taalas Inc., a developer of specialized inference silicon, in a cash and stock transaction valued at approximately $ 2.9 billion, including contingent consideration of up to approximately $ 1.4 billion. In September 2026, the Company entered into a definitive agreement to acquire World Labs Technologies, Inc., a model research lab focused on spatial intelligence, in an all-stock transaction valued at approximately $ 8.2 billion. The acquisitions are expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions.
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Non-marketable equity securities and other instruments, which primarily consist of investments in privately held SI and emerging technology companies, are accounted for under the measurement alternative and are measured at fair value on a non-recurring basis when there is an observable price change or impairment. These fair value measurements are classified within Level 3 of the fair value hierarchy and are determined using valuation models that incorporate unobservable inputs. Certain of the Company’s investments in privately held cloud and SI infrastructure companies are variable interests in variable interest entities (VIEs). See Note 12 - Variable Interest Entities.
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The Company has entered into guarantees to provide credit support for payment obligations of certain commercial partners, in the event of their default, to support their development of data center infrastructure. These guarantees, which include data center lease guarantees and commercial partner debt guarantees, are accounted for as credit derivatives and recorded at fair value on a recurring basis within Other current liabilities and Other long-term liabilities, with changes in fair value recognized in Other income (expense), net. The fair value of these credit derivatives is classified within Level 3 of the fair value hierarchy and is determined using valuation models that incorporate unobservable inputs, including, where applicable, lease rates, obligor credit ratings, credit spreads and default rates that were based on estimates applicable to obligors with comparable credit risk profiles. As of September 26, 2026, no commercial partner was in default and no amounts had been paid under these guarantees.
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Data center lease guarantees. These guarantees cover certain commercial partners' data center lease obligations to third-party landlords. As of September 26, 2026, the maximum gross exposure was $ 7.7 billion over remaining terms of up to 15 years, and decreases as commercial partners satisfy their payment obligations. Upon a commercial partner’s default, the Company may assume the underlying leases for internal use, or assign or sublease to third parties. The guarantees may terminate upon the occurrence of certain events. As of September 26, 2026, the fair value of these data center lease guarantees, and the related gains and losses for the three and nine months ended September 26, 2026, were not material to the financial statements.
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Commercial partner debt guarantees. These guarantees cover certain commercial partners' borrowings used to finance data center infrastructure. As of September 26, 2026, the maximum gross exposure was $750 million with remaining terms of up to 6 months. Upon a commercial partner’s default, the Company will be required to repay the related borrowings, and may receive recovery from the commercial partner or the underlying data center assets. As of September 26, 2026, the fair value of these debt guarantees, and the related gains and losses for the three and nine months ended September 26, 2026, were not material to the financial statements.
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The Company repaid in full the $ 875 million aggregate principal amount of its 4.212% Senior Notes as the notes matured in September 2026.
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The Company’s leases consist primarily of operating leases of data centers, research and development facilities and equipment that expire through fiscal year 2038. These include leases for general corporate purposes and data centers, including data center leases related to the development of SI infrastructure that have been subleased or are expected to be assigned or subleased to commercial partners.
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Total net lease expense, which includes variable lease expense, was $ 112 million and $ 280 million for the three and nine months ended September 26, 2026, respectively, and $ 78 million and $ 217 million for the three and nine months ended September 27, 2025, respectively. Variable lease expense, primarily operating expenses and property taxes for leased facilities, was not material. Certain leases contain payment escalations based on changes in the consumer price index. The Company’s finance and short-term leases are not material.
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Supplemental information related to the Company’s operating leases were as follows:
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2026 2025 Weighted-average remaining lease term in years 9.08 6.95 Weighted-average discount rate 5.00% 4.74%
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Future minimum lease payments under non-cancellable operating lease liabilities as of September 26, 2026 were as follows:
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The table above excludes leases that have not yet commenced. See Note 11 - Commitments and Contingencies. As of September 26, 2026 and December 27, 2025, operating lease right-of-use assets were $ 2.2 billion and $ 790 million, respectively, and are recorded within Other non-current assets on the Company's Condensed Consolidated Balance Sheets. The current portion of operating lease liabilities is recorded within Other current liabilities on the Company's Condensed Consolidated Balance Sheets.
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The Company subleases certain data center facilities to commercial partners under operating leases that expire through fiscal year 2036 and remains as the primary obligor under the original leases. Sublease income, recorded as a reduction of lease expense within operating expenses, was not material for the three and nine months ended September 26, 2026 and September 27, 2025.
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Future lease payments to be received under noncancellable operating subleases as of September 26, 2026 were as follows (in millions):
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Equity investment. As of September 26, 2026, the Company had commitments to make equity investments of up to $ 5.1 billion, primarily in privately held companies that develop SI and other technologies, including early-stage companies. These commitments are subject to certain conditions and the investments are expected to be made through fiscal year 2028. In addition to these commitments, the Company invested $1.0 billion in an equity offering of a public company in October 2026.
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The Company has also entered into arrangements that are intended to support the development of the broader SI infrastructure and expand access to the Company’s AI technologies. These arrangements consist of commitments for cloud compute capacity and data center leases, both of which are made available to third parties, as well as guarantees.
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Cloud compute. Under cloud compute capacity arrangements, the Company commits to purchase GPU compute capacity from CSPs, either to the extent the capacity is not purchased by third-party customers, or for capacity reserved by the Company that it may sell or assign to third parties. The amounts represent the Company’s maximum commitments, which are reduced as third-party customers pay for such capacity. Future commitments related to cloud compute capacity arrangements as of September 26, 2026 were as follows (in millions):
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Guarantees. The Company provides credit support to certain commercial partners in the form of guarantees of their lease and debt obligations in the event of their default. As of September 26, 2026, the maximum potential amount of future payments under these guarantees was $ 8.5 billion, with remaining terms of up to 15 years. Refer to Note 8 - Financial Instruments.
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The Company holds various forms of interests in VIEs, including investments in certain privately held cloud and SI infrastructure companies, credit derivatives, commitments to purchase cloud compute capacity from certain CSPs, and subleases of certain data center facilities to commercial partners. The Company has determined that it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Therefore, the Company is not the primary beneficiary, and these VIEs are not consolidated within its financial statements.
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The Company’s investments in VIEs consist of non-marketable equity securities and are recorded within Other non-current assets, and the maximum exposure is limited to their carrying value. The Company has provided certain guarantees to VIEs that are accounted for as credit derivatives. The Company has interests in the forms of subleases of certain data center facilities to commercial partners that are VIEs. In addition, the Company entered into certain cloud compute capacity commitments with CSPs that are VIEs. See Note 8 - Financial Instruments, Note 10 - Leases and Note 11 - Commitments and Contingencies for further information on non-marketable equity investments, guarantees, leases and commitments.
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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The Company issued warrants to two customers in October 2025 and February 2026, 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 warrants vest in tranches as the customers reach specified purchase milestones and the Company’s stock price meets specified targets, including, for certain tranches, stock price performance relative to a market index. Each tranche becomes exercisable only after specified technical and commercial conditions are met by the customers. Each warrant expires five years from its issuance date, and is not settleable in cash. Upon exercise, the Company will issue shares of common stock.
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Fair value is based on the estimated probability of the customers meeting the conditions for exercisability and on market-based assumptions. The weighted-average grant-date fair value of warrants outstanding was $ 14.25 per share. Grant-date fair values were estimated using a Monte Carlo simulation with the following assumptions:
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Expected volatility 49% - 56% Risk-free interest rate 3.56% - 3.69% Expected dividends —% Expected terms (in years) 5
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Expected volatility was based on historical and implied volatility of the Company's common stock, the risk-free interest rate was based on U.S. Treasury yields and the expected term was based on the contractual term of the warrants. For certain tranches, the Monte Carlo simulation also incorporated the historical correlation of the Company's stock price returns with a market index. As of September 26, 2026, the weighted-average fair value of the warrants was $178.58 per share, based on the Company’s updated probability of the customers meeting the conditions required for exercisability and primarily on its closing stock price as most market conditions had been met.
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As of September 26, 2026, the Company had a warrant liability of $1.2 billion, representing the fair value of the warrants attributable to qualifying customer revenue recorded to date. During the three and nine months ended September 26, 2026, the Company recorded a noncash charge of $ 1.2 billion, primarily related to a loss from remeasurement of the warrant liability based on the change in fair value of the warrants within Other income (expense), net. The unrecognized grant-date fair value of the unvested warrants was $4.5 billion, representing the remaining value that would be recorded as a reduction of revenue proportionally as qualifying customer revenue is recognized. As of September 26, 2026, no warrant shares had vested or become exercisable, or been exercised, forfeited or expired. No warrant liability had been reclassified to Additional paid-in capital.
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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In August and September 2026, we entered into definitive agreements to acquire Taalas Inc. and World Labs Technologies, Inc. to strengthen our model research and inference capabilities and development of future super intelligence (SI) hardware, software and systems. The acquisitions are expected to close in the fourth quarter of fiscal year 2026, subject to regulatory approvals and customary closing conditions.
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In August 2026, we issued $4.75 billion in aggregate principal amount of senior notes, with proceeds intended for general corporate purposes, including the repayment of debt. We also repaid in full the $875 million aggregate principal amount of our 4.212% Senior Notes as the notes matured in September 2026.
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We have entered and may continue to enter into commercial arrangements to support our operations and anticipated growth, as well as the development of the broader SI infrastructure ecosystem by customers and commercial partners and expand access to our AI technologies. These arrangements include long-term capacity purchase agreements, cloud compute capacity commitments, leases (including leases for general corporate purposes and data center leases), lease guarantees and other credit support and financing arrangements. Under our cloud compute capacity arrangements, we have committed, and expect to continue to commit in the future, to purchase GPU compute capacity from cloud service providers (CSPs) either to the extent it is not successfully placed with third-party customers, or for capacity we reserved and may sell or assign to third parties. We entered into data center leases which we expect to assign or sublease to commercial partners, and provided credit support to certain commercial partners in the form of guarantees of their lease and debt obligations in the event of their default. See Note 8 - Financial Instruments, Note 10 - Leases and Note 11 - Commitments and Contingencies in Part 1, Item 1 of this Form 10-Q.
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Warrants Issued to Customers. Fair value is based on the estimated probability of the customers meeting the technical and commercial conditions required for exercisability and on market-based assumptions. The estimate of the probability of meeting the technical and commercial conditions by the customers requires significant judgment in evaluating commercial, technical, market and third-party execution considerations. Market-based assumptions include our stock price, Monte Carlo simulation assumptions such as expected volatility, and historical correlation of our stock price returns with a market index. The warrant liability is dependent on our estimate of customers' total probable purchases which requires judgment.
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27,
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As of September 26, 2026, the aggregate principal amount of our debt was $7.1 billion, compared to $3.3 billion as of December 27, 2025, reflecting our issuance of senior notes in four tranches with an aggregate principal amount of $4.75 billion in August 2026, partially offset by the repayment of $875 million aggregate principal amount of our 4.212% Senior Notes due 2026 (4.212% Senior Notes) at maturity. Our outstanding debt matures between 2028 and 2052, with none due within the next 12 months.
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In addition to our debt obligations, we have entered and may continue to enter into commercial arrangements to support our operations and anticipated growth as well as the development of the broader SI infrastructure ecosystem by our customers and commercial partners and expand access to our AI technologies. These arrangements include long-term capacity purchase agreements, cloud compute capacity commitments, leases (including leases for general corporate purposes and data center leases), lease guarantees and other credit support and financing arrangements.
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Unconditional commitments related to our operations consist primarily of obligations to purchase wafers, substrates, memory and other components and assembly, test, mark and packaging services for manufacturing. It also includes cloud compute capacity used for our internal research and development and various licenses and service agreements. Leases for our operations that have not yet commenced are expected to commence beginning in the first quarter of fiscal year 2027. Our equity investment commitments are subject to certain conditions and are expected to be funded through fiscal year 2028.
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Commitments that are intended to support the development of the broader SI infrastructure and expanding access to our technologies consist of cloud compute capacity and data center leases not yet commenced, both of which are made available to third parties, as well as guarantees. Under cloud compute capacity arrangements, we commit to purchase GPU compute capacity from CSPs, either to the extent it is not placed by third-party customers, or for capacity we reserve and may sell or assign to third parties. Accordingly, our commitments represent maximum amounts, which are reduced as third-party customers pay for the capacity. We expect to assign or sublease data center leases not yet commenced to commercial partners. Our guarantees provide credit support for certain commercial partners’ lease and debt obligations and would require payment only in the event of their default. As of September 26, 2026, no commercial partner was in default and no amounts had been paid under these guarantees.
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Risk Factors
We have entered and may continue to enter into commercial arrangements to support our operations and anticipated growth as well as the development of the broader SI infrastructure ecosystem by our customers and commercial partners as described in Note 8 Financial Instruments, Note 10 - Leases and Note 11 - Commitments and Contingencies of the Notes to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. These arrangements include long-term capacity purchase agreements, cloud compute capacity commitments, leases (including leases for general corporate purposes and data center leases), lease guarantees and other credit support and financing arrangements. If our customers or partners are unable to satisfy their financial obligations, obtain required financing, or otherwise perform their obligations, we may be required to fulfill those obligations or make payments under these arrangements. These obligations may arise for reasons over which we have limited or no control that may delay, limit or prevent such infrastructure development, including resource constraints, permitting delays, regulatory actions, or changes in applicable laws and regulations. As a result, we may be required to satisfy obligations or make payments under these arrangements without realizing the anticipated economic benefits, which could materially adversely affect our business, operating results, financial condition and cash flows.
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For example, we have entered into agreements pursuant to which we guarantee certain partners data center lease obligations to third parties or otherwise provide credit support. Our payment obligations under these arrangements may be triggered by specified defaults or other events. Although certain agreements contain provisions intended to limit our exposure, including rights to assume, assign, or transfer the lease obligations or otherwise mitigate our obligations under the underlying arrangements, we may be unable to do so on favorable terms, in a timely manner or at all. In addition, we have entered into data center leases which we expect to assign or sublease to commercial partners. If we are unable to identify suitable commercial partners or complete such assignments or subleases on favorable terms, in a timely manner or at all, we could remain responsible for the related lease obligations and incur associated costs longer than anticipated. As a result, we may be required to make substantial payments, incur ongoing lease-related costs or assume long-term obligations. Additionally, we have commitments to make equity investments, primarily in privately held companies that develop SI and other technologies, including early-stage companies.
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We have committed, and expect to continue to commit in the future, to specified levels of cloud compute capacity based on anticipated internal usage or our ability to allocate or assign such capacity to third-party customers. Under our cloud compute capacity arrangements, we committed to purchase GPU compute capacity from cloud service providers (CSPs), to the extent it is not successfully placed with third party customers, or for capacity we reserve and may sell or assign to third parties, we may be required to purchase such capacity. We may not have sufficient demand for, or the operational ability to utilize, assign or resell, all of the capacity we are committed to support or acquire. Although certain of these agreements contain provisions intended to limit our exposure, including rights to identify replacement operators in the event of the insolvency or bankruptcy of the current operator, or otherwise mitigate our obligations under the underlying arrangements, we may be unable to do so on favorable terms, in a timely manner or at all. To the extent we are entitled to share revenues generated by supported capacity, lower-than-expected demand for compute services, reduced utilization levels or pricing pressures could reduce the benefits we receive from these arrangements.
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Volatility in our stock price may also contribute to significant volatility in our GAAP earnings. The fair value of the customer warrants is currently based primarily on our stock price as well as our estimates of the probability of the customers meeting the applicable technical and commercial conditions for vesting and exercisability. These estimates are updated quarterly with changes in the fair value reflected in our GAAP earnings. Changes in our stock price have resulted in substantial non-cash charges, and changes in our stock price or in these estimates may result in substantial non-cash gains or losses in future periods. These changes could cause our GAAP earnings to fluctuate significantly from period to period.
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Other information
During the quarter ended September 26, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 4, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
The increased frequency of product transitions and expansion of our product portfolio including the introduction of system-level architectures, such as the Helios rack-scale solutions, which we develop and license for implementation by customers and their manufacturing partners heighten the challenges of managing our supply and demand and could adversely affect our revenue and inventory management. Although we supply certain products used in Helios rack-scale solutions, we do not manufacture or sell the completed Helios rack-scale solutions. The increasing frequency and complexity of newly introduced products may also result in unanticipated quality or production issues that could result in product delays. Helios rack-scale solutions also incorporate components that we do not design, manufacture or supply, including networking, memory, power, cooling, mechanical and other components, which our customers and their manufacturing partners source from third-party suppliers. If any of these third-party components are in short supply, subject to extended lead times or quality issues, or otherwise unavailable on acceptable terms, the manufacture, delivery and deployment of Helios rack-scale solutions could be delayed or limited. This could delay or reduce demand for our products used in those systems, affect the timing of our revenue, result in excess inventory or inventory write-downs, and adversely affect our business, financial condition and results of operations. In addition, we have elected and may in the future elect to support or commit to the procurement of certain third-party components to help secure supply for Helios rack-scale solutions, which could expose us to additional costs, inventory risk and other financial obligations if demand does not materialize as expected or if deployments are delayed.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
Certain of our products will be deployed as part of integrated, rack-scale systems that include numerous third-party rack-level components and require rack integration and qualification. As a result, even if we are able to manufacture and deliver our products on time, if these other components necessary for the rack-scale systems are not available from third parties due to supply constraints or availability issues, our and our customers’ ability to build, deploy or expand such rack-scale systems could be delayed or reduced. Such constraints could reduce demand for, or delay shipments of our products, negatively affect our customer relationships and could materially adversely affect our business, financial condition and results of operations. Some failures in our products or services have been in the past and may in the future be only discovered after a product or service has been shipped or used. Further, although arrangements with component providers may contain provisions for reimbursement due to the current components failure to meet warranty, we may remain responsible to the customer for the full system and claims that may arise from the system’s failure to meet warranty obligations from time to time.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
We are subject to complex and evolving U.S. and international laws, including export controls, trade restrictions, and national‑security‑based regulations, which may restrict or prohibit the design, manufacture, sale, distribution, or use of our products. Certain prohibitions may apply based on ownership, control, or jurisdictional nexus rather than manufacturing location. Compliance with evolving regulations, particularly those related to China or Russia, may require product redesigns, impose customer or transaction limitations, require supply chain restructuring, or increase compliance costs, and could materially adversely affect our business, revenue and results of operations.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
Evolving U.S. government policy toward semiconductor exports, particularly in the context of national security and foreign policy priorities could adversely affect our business. U.S. regulations under the U.S. Treasury Department’s Outbound Investment Security Program impose restrictions on certain outbound investments by U.S. persons in foreign entities engaged in sensitive technologies, including semiconductors, artificial intelligence and quantum computing, and may prohibit or require notification of certain transactions, which could limit our ability to pursue or structure certain investments or partnerships. In October 2023, the Bureau of Industry and Security (BIS) of the United States Department of Commerce issued requirements for the export of certain advanced computing items to a party located in any of the Country Groups D1, D4 or D5, including any party with an ultimate parent headquartered in Country Group D5, including China (a D5 Country). These controls prevent us from shipping certain AMD Instinct™ integrated circuits, certain AMD EPYC™ “Venice” CPUs and certain AMD Versal™ FPGAs to China, or to customers outside of the United States who are located in D1, D4 or D5, including any party with an ultimate parent headquartered in Country Group D5, without a license.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
ship our AMD Instinct MI325 products to certain China-based customers. Any MI325 products shipped to China are required by the terms of the licenses to first undergo an inspection process in the United States. As a result, any MI325 shipped under the licenses will be subject to a 25% tariff upon importation into the United States for the inspection.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
We have entered and may continue to enter into commercial arrangements to support our operations and anticipated growth as well as the development of the broader SI infrastructure ecosystem by our customers and commercial partners as described in Note 8 Financial Instruments, Note 10 - Leases and Note 11 - Commitments and Contingencies of the Notes to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. These arrangements include long-term capacity purchase agreements, cloud compute capacity commitments, leases (including leases for general corporate purposes and data center leases), lease guarantees and other credit support and financing arrangements. If our customers or partners are unable to satisfy their financial obligations, obtain required financing, or otherwise perform their obligations, we may be required to fulfill those obligations or make payments under these arrangements. These obligations may arise for reasons over which we have limited or no control that may delay, limit or prevent such infrastructure development, including resource constraints, permitting delays, regulatory actions, or changes in applicable laws and regulations. As a result, we may be required to satisfy obligations or make payments under these arrangements without realizing the anticipated economic benefits, which could materially adversely affect our business, operating results, financial condition and cash flows.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
For example, we have entered into agreements pursuant to which we guarantee certain partners data center lease obligations to third parties or otherwise provide credit support. Our payment obligations under these arrangements may be triggered by specified defaults or other events. Although certain agreements contain provisions intended to limit our exposure, including rights to assume, assign, or transfer the lease obligations or otherwise mitigate our obligations under the underlying arrangements, we may be unable to do so on favorable terms, in a timely manner or at all. In addition, we have entered into data center leases which we expect to assign or sublease to commercial partners. If we are unable to identify suitable commercial partners or complete such assignments or subleases on favorable terms, in a timely manner or at all, we could remain responsible for the related lease obligations and incur associated costs longer than anticipated. As a result, we may be required to make substantial payments, incur ongoing lease-related costs or assume long-term obligations. Additionally, we have commitments to make equity investments, primarily in privately held companies that develop SI and other technologies, including early-stage companies.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
We have committed, and expect to continue to commit in the future, to specified levels of cloud compute capacity based on anticipated internal usage or our ability to allocate or assign such capacity to third-party customers. Under our cloud compute capacity arrangements, we committed to purchase GPU compute capacity from cloud service providers (CSPs), to the extent it is not successfully placed with third party customers, or for capacity we reserve and may sell or assign to third parties, we may be required to purchase such capacity. We may not have sufficient demand for, or the operational ability to utilize, assign or resell, all of the capacity we are committed to support or acquire. Although certain of these agreements contain provisions intended to limit our exposure, including rights to identify replacement operators in the event of the insolvency or bankruptcy of the current operator, or otherwise mitigate our obligations under the underlying arrangements, we may be unable to do so on favorable terms, in a timely manner or at all. To the extent we are entitled to share revenues generated by supported capacity, lower-than-expected demand for compute services, reduced utilization levels or pricing pressures could reduce the benefits we receive from these arrangements.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
Volatility in our stock price may also contribute to significant volatility in our GAAP earnings. The fair value of the customer warrants is currently based primarily on our stock price as well as our estimates of the probability of the customers meeting the applicable technical and commercial conditions for vesting and exercisability. These estimates are updated quarterly with changes in the fair value reflected in our GAAP earnings. Changes in our stock price have resulted in substantial non-cash charges, and changes in our stock price or in these estimates may result in substantial non-cash gains or losses in future periods. These changes could cause our GAAP earnings to fluctuate significantly from period to period.
Added10-Q 2026-11-04 vs 10-K 2026-02-04
During the three months ended September 26, 2026, there were approximately $ 1.75 billion in employee taxes withheld due upon the vesting of net settled equity awards. We withheld approximately 3.5 million shares of common stock from employees in connection with such net share settlement at an average price of $498.52 per share. These shares may be deemed to be “issuer purchases” of shares.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
The trading price of our stock may fluctuate widely due to various factors including: actual or anticipated fluctuations in our financial conditions and operating results; failure to meet expectations related to future growth; changes in financial estimates by us or financial estimates and ratings by securities analysts; the potential dilutive effect of the exercise of outstanding warrants, such as the warrants we have issued to OpenAI OpCo., LLC and Meta Platforms, Inc. that are exercisable for up to a combined 320 million shares of our common stock, subject to certain vesting and exercise conditions (the customer warrants); changes in our capital structure, including issuance of additional debt or equity to the public; competitive landscape; news regarding our products or products of our competitors or other actions taken by competitors; broad market industry and competitor-related fluctuations; and general economic, political and market conditions, including imposition of new or increased tariffs and other trade restrictions, interest rate changes and inflation.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
Governments and courts are also considering the new issues in intellectual property law that AI creates, with respect to works created by SI which could result in different intellectual property rights in technology technologies, development process and procedures, we create with AI and development processes and procedures SI technology, which could impact our ability to protect our technology through patent or other IP laws and could have a material adverse effect on our business.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
The replacement rules may impose new restrictions on our products or operations, require new export licenses, delay shipments, or limit our ability to engage in certain business transactions, require new export licenses, delay shipments, or necessitate changes in our compliance processes and product designs transactions to ensure regulatory compliance.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations successful and will not adversely affect our reputation, financial condition and operating results. result in adoption of these product offerings at the expected rate or pace or at all.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
While these rules are generally favorable to the Company, they need to the related guidance must be adopted by each country to be the relevant jurisdictions before it is considered enacted for financial accounting purposes. purposes, and the timing, scope and manner of adoption may vary by country.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
We also face risks of product diversion into restricted markets, markets subject to legal or regulatory restrictions, including reexports exports, reexports, transfers or sales to prohibited involving end users/end uses. users, end uses or jurisdictions restricted under applicable laws and regulations.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
The indentures governing our 3.924% Senior Notes due 2032, 4.393% Senior Notes due 2052, 4.212% Senior Notes due 2026 and 4.319% Senior Notes due 2028 2028, 4.600% Senior Notes due 2029, 5.000% Senior Notes due 2031, 5.250% Senior Notes due 2033, and 5.500% Senior Notes due 2036 contain various covenants that limit our ability to, among other things: create liens on certain assets to secure debt, enter into certain sale and leaseback transactions; and consolidate with, merge into or sell, convey or lease all or substantially all of our assets to any other person.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
If any new export controls targeting semiconductors associated with AI SI including GPUs and associated products and services are further tightened, or the classification of our products under those controls’ changes, our ability to export our technology, products or services could be further restricted. restricted, and we may be unable to sell our inventory of such products and we may further incur inventory and related charges.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
Additionally, we may encounter competition from customers who internally develop products to support super intelligence (SI) workloads similar AI workloads to those supported by ours. our products, particularly as SI continues to advance and become integrated into the markets in which we compete.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
Government actions and regulations such as regulations, including export controls, national-security-based regulations, import tariffs, tariffs and trade protection measures may limit our ability to export our products to certain customers. customers, increase costs, harm our competitive position and materially adversely affect our business.
Reworded10-Q 2026-11-04 vs 10-K 2026-02-04
We also have an entered into a five-year unsecured revolving credit facility in the aggregate principal amount of $3.0 $5.0 billion (Revolving Credit Agreement). Agreement) in May 2026 to replace our prior $3.0 billion facility.
Quiet changes10-Q 2026-11-04 vs 10-K 2026-02-04
We are actively building AI SI capabilities into all our Client products, such as Ryzen AI PC processors, but there can be no assurance about the rate and pace of adoption of such product offerings.
Quiet changes10-Q 2026-11-04 vs 10-K 2026-02-04
The implementation or increase expansion of any tariffs, trade protection measures or restrictions, or retaliatory actions from foreign governments could result in lost sales and adversely impact our reputation and business.
Quiet changes10-Q 2026-11-04 vs 10-K 2026-02-04
Further, to the extent that the United States, China or other countries seek to promote products that are produced domestically or reduce their dependence on products from another country, they may implement regulations or policies that may negatively affect materially impact our business.
Quiet changes10-Q 2026-11-04 vs 10-K 2026-02-04
Moreover, as the U.S. government continues adding companies to the Entity List, our supply chain may be negatively impacted as we may be required to suspend purchasing from such suppliers or selling to such customers or may be otherwise unable to fulfill our contractual obligations to them.
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