8-K
ADVANCED MICRO DEVICES INC (AMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 27, 2025
Date of Report (Date of earliest event reported)
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-07882 | 94-1692300 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification Number) |
2485 Augustine Drive
Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
(408) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | AMD | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On October 27, 2025, Advanced Micro Devices, Inc. (“AMD”) completed the previously announced sale of ZT Group Int’l, Inc. (“ZT”) pursuant to the Equity Purchase Agreement (the “Purchase Agreement”) dated as of May 18, 2025, by and among AMD, ZT, AMD Design, LLC, a wholly owned subsidiary of AMD (the “Seller”), and Sanmina Corporation (“Sanmina”). Pursuant to the Purchase Agreement, the Seller has sold all of the equity interests of ZT to Sanmina (the “Equity Sale”).
The following events took place in connection with the completion of the Equity Sale.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
|---|
On the Closing Date, pursuant to the terms of the Purchase Agreement, Sanmina (a) issued to the Seller 1,151,052 shares of Sanmina common stock, and (b) paid, or will cause to be paid, to the Seller $2.4 billion in cash, subject to certain purchase price adjustments (collectively, the “Closing Consideration”). In addition, pursuant to the terms of the Purchase Agreement, the Seller is eligible to receive additional consideration of up to $450 million of cash to the extent certain conditions are met following the closing of the Equity Sale (the “Contingent Consideration”).
The foregoing description of the Equity Sale and the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by AMD on May 19, 2025 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On October 27, 2025, AMD issued a press release announcing the completion of the Equity Sale, described above in Item 2.01. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act, if such subsequent filing specifically references such information.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 2.1* | Equity Purchase Agreement dated as of May 18, 2025, by and among Advanced Micro Devices, Inc., AMD Design, LLC, ZT Group Int’l, Inc. and Sanmina Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by AMD with the Securities and Exchange Commission on May 19, 2025). |
| 99.1 | Press Release, dated October 27, 2025. |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. AMD hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the Securities and Exchange Commission. |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 27, 2025 | ADVANCED MICRO DEVICES, INC. | |
|---|---|---|
| By: | /s/ Jean Hu | |
| Name: | Jean Hu | |
| Title: | Executive Vice President, Chief Financial Officer & Treasurer |
EX-99.1
Exhibit 99.1
PRESS RELEASE ****
Contacts:
Brandi Martina
AMD Communications
512-705-1720
brandi.martina@amd.com
Investor Contact
Liz Stine
AMD Investor Relations
(720) 652-3965
liz.stine@amd.com
AMD Completes Divestiture of ZT Systems Data Center
Infrastructure Manufacturing Business to Sanmina
News Highlights
| • | AMD retains ZT Systems’ rack-scale AI solutions design and customer enablement expertise <br> |
|---|---|
| • | Strategic partnership with Sanmina to accelerate quality and time-to-deployment for cloud customers |
| --- | --- |
SANTA CLARA, Calif. —October 27, 2025 — AMD (NASDAQ: AMD) today announced the completion of the agreement to divest the ZT Systems U.S.-headquartered data center infrastructure manufacturing business to Sanmina (NASDAQ: SANM).
As part of the transaction, AMD retains ZT Systems’ world-class design and customer enablement teams to accelerate the quality and time-to-deployment of AMD AI systems for cloud customers. Additionally, Sanmina becomes a preferred new product introduction (NPI) manufacturing partner for AMD cloud rack and cluster-scale AI solutions to further strengthen the AMD ecosystem of ODM and OEM partners.
“Rack-scale innovation marks the next chapter in the AMD data center strategy,” said Forrest Norrod, executive vice president and general manager, Data Center Solutions business unit at AMD. “By extending our leadership from silicon to software to full systems, we’re giving cloud and AI customers an open, scalable path to deploy AMD performance faster than ever. Our strategic partnership with Sanmina brings U.S.-based manufacturing strength together with AMD AI systems design and enablement expertise to deliver quality, speed and flexibility at scale.”
About AMD
For more than 55 years AMD has driven innovation in high-performance computing, graphics and visualization technologies. Billions of people, leading Fortune 500 businesses and cutting-edge scientific research institutions around the world rely on AMD technology daily to improve how they live, work and play. AMD employees are focused on building leadership high-performance and adaptive products that push the boundaries of what is possible. For more information about how AMD is enabling today and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website, blog, LinkedIn, Facebook and X pages.
Cautionary Statement
The statements in this press release include forward-looking statements concerning Advanced Micro Devices, Inc. (“AMD”), ZT Group Int’l, Inc (“ZT Systems”) and Sanmina Corporation (“Sanmina”), the transaction described herein and other matters. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements in this press release relate to, among other things, the expected benefits and results from AMD’s strategic partnership with Sanmina; AMD’s ability to accelerate the quality and time-to-deployment of AMD AI systems for cloud customers and other expected benefits from the transaction. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. These risks include, among other things: the failure for such preferred strategic partnership to achieve its anticipated results; failure to accelerate the quality and time-to-deployment of AMD AI systems with ZT Systems design and customer enablement teams; the risks that AMD will not realize expected benefits from the transaction or may take longer to realize than expected; the potential impact of the consummation of the transaction of AMD’s relationships with suppliers, customers, employees and regulators; and demand for AMD’s products. For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the section captioned “Risk Factors” in AMD’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. AMD does not assume, and hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.