ADVANCED MICRO DEVICES INC

On March 31, 2025 (the “Closing Date”), Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), completed the previously announced acquisition of ZT Group Int’l, Inc., a New Jersey corporation (“ZT”), pursuant to the Stock Purchase Agreement (the “Purchase Agreement”), by and among AMD, ZT, the selling stockholders identified therein from time to time (the “Sellers”) and Frank Zhang, as the representative of the Sellers. On the Closing Date, pursuant to the Purchase Agreement, AMD purchased all of the shares of common stock of ZT held by the Sellers (the “Share Purchase”).

The following events took place in connection with the completion of the Share Purchase.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this item 2.01.

On the Closing Date, pursuant to the terms of the Purchase Agreement, AMD (a) issued to the Sellers and the Company Warrant Holders (as defined in the Purchase Agreement) 8,335,849 shares of AMD common stock (“AMD Stock”), and (b) paid, or will cause to be paid, to the Sellers, the Company Warrant Holders and the holders of Company RSUs (as defined in the Purchase Agreement) $3.375 billion in cash, subject to certain purchase price adjustments (collectively, the “Closing Consideration”). In addition, pursuant to the terms of the Purchase Agreement, the Sellers and the Company Warrant Holders are eligible to receive additional consideration consisting of up to (a) 740,961 shares of AMD Stock and (b) $300 million of cash, in each case, to the extent certain conditions are met following the closing of the Share Purchase (collectively, the “Contingent Consideration”).

The foregoing description of the Share Purchase 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 Report filed by AMD on August 19, 2024 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Report is incorporated by reference into this Item 2.03.