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As filed with the U.S. Securities and Exchange Commission on December 3, 2020Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-4

REGISTRATION STATEMENTUNDER

THE SECURITIES ACT OF 1933

ADVANCED MICRO DEVICES, INC.(Exact Name of Registrant as Specified in Its Charter)

Delaware 3674 94-1692300(State of Incorporation)

(Primary Standard IndustrialClassification Code Number)

(IRS EmployerIdentification No.)

2485 Augustine DriveSanta Clara, California 95054

(408) 749-4000(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Harry A. Wolin

Senior Vice President, General Counsel and Corporate SecretaryAdvanced Micro Devices, Inc.

2485 Augustine DriveSanta Clara, California 95054

(408) 749-4000(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Tad J. FreeseJonathan P. Solomon

Latham & Watkins LLP140 Scott Drive

Menlo Park, California 94025(650) 328-4600

Catia HagopianSenior Vice President, General Counsel and Secretary

Xilinx, Inc.2100 Logic Drive

San Jose, California 95124(408) 559-7778

Kenton J. KingSonia K. Nijjar

Skadden, Arps, Slate, Meagher & Flom LLP525 University Avenue, Suite 1400

Palo Alto, California 94301(650) 470-4500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check thefollowing box. ☐If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer ☐ Smaller reporting company ☐

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 accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be

registered(1)

Proposed maximum offering price

per share(2)

Proposed maximum aggregate offering

price(2) Amount of

registration fee(3)Common Stock, $0.01 par value per share 422,517,620 N/A $33,251,749,295 $3,627,766

(1) The number of shares of common stock, par value $0.01 per share (“AMD common stock”), of the registrant, Advanced Micro Devices, Inc. (“”AMD”), being registered is based uponthe estimated maximum number of shares of AMD common stock issuable upon completion of the merger of Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD (“MergerSub”), with and into Xilinx, Inc. (“Xilinx”), with Xilinx as the surviving corporation, described in the joint proxy statement/prospectus contained herein, and is calculated based upon(a) 245,165,150 shares of common stock of, par value $0.01 per share (“Xilinx common stock”), of Xilinx estimated to be outstanding immediately prior to the merger based on thenumber of shares presently outstanding and that may be issued prior to the merger, multiplied by (b) the exchange ratio in the merger of 1.7234.

(2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordancewith Rules 457(c) and 457(f)(1) promulgated thereunder. The proposed maximum aggregate offering price is solely for the purposes of calculating the registration fee and wascalculated based upon the market value of shares of Xilinx common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act asfollows: the product of (a) $135.63, the average of the high and low prices per share of Xilinx common stock on November 25, 2020, as quoted on the Nasdaq Global Select Market,and (b) 245,165,150, the estimated maximum number of shares of Xilinx common stock that may be exchanged for the shares of AMD common stock being registered.

(3) Calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until theregistration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securitiesdescribed in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may notbe issued or sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxystatement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer orsale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED DECEMBER 3, 2020

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Advanced Micro Devices Stockholders and Xilinx Stockholders:

On October 26, 2020, Advanced Micro Devices, Inc., which is referred to as “AMD,” Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD,which is referred to as “Merger Sub,” and Xilinx, Inc., which is referred to as “Xilinx,” entered into an Agreement and Plan of Merger, as it may beamended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of Xilinx by AMD. Upon the terms andsubject to the conditions of the merger agreement, AMD will acquire Xilinx through a merger of Merger Sub with and into Xilinx, with Xilinxcontinuing as the surviving corporation and becoming a wholly owned subsidiary of AMD. The combined company will be named Advanced MicroDevices, Inc.

Upon the successful completion of the merger, each issued and outstanding share of Xilinx common stock (other than treasury shares and shares held byAMD or Merger Sub) will be converted into the right to receive 1.7234 shares of AMD common stock, which number is referred to as the “exchangeratio,” with cash (without interest and less any applicable withholding taxes) being paid in lieu of any fractional shares of AMD common stock thatXilinx stockholders would otherwise be entitled to receive. AMD stockholders will continue to own their existing shares of AMD common stock.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either AMD common stock or Xilinx common stock between thedate of signing of the merger agreement and the completion date of the merger. Based on the number of shares of AMD common stock and Xilinxcommon stock outstanding on November 23, 2020, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completionof the merger, former Xilinx stockholders are expected to own approximately 26% of the outstanding shares of AMD common stock and AMDstockholders immediately prior to the merger are expected to own approximately 74% of the outstanding shares of AMD common stock. AMD commonstock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq,” under the symbol “AMD.” Xilinx common stock is traded onNasdaq under the symbol “XLNX.” We encourage you to obtain current quotes for both the AMD and Xilinx common stock before voting at the specialmeetings of stockholders described below.

Because the exchange ratio is fixed, the market value of the merger consideration to Xilinx stockholders will fluctuate with the market price of the AMDcommon stock and will not be known at the time that Xilinx stockholders vote on the merger. Based on the AMD common stock price of $82.97 pershare, which is the average of the daily volume weighted average prices per share for the ten consecutive trading day period up to and includingOctober 8, 2020, the last full trading day prior to media reports regarding the potential transaction, the implied value of the merger consideration toXilinx stockholders was $142.99 per share of Xilinx common stock. On November 23, 2020, the latest practicable trading day before the date of thefiling of this joint proxy statement/prospectus, the closing price of AMD common stock on the Nasdaq was $85.31 per share, resulting in an impliedvalue of the merger consideration to Xilinx stockholders of $147.02 per share of Xilinx common stock.

AMD and Xilinx will each hold special meetings of their respective stockholders to vote on the proposals necessary to complete the merger. Suchspecial meetings are referred to as the “AMD special meeting” and the “Xilinx special meeting,” respectively.

At the AMD special meeting, AMD stockholders will be asked to consider and vote on (i) a proposal to approve the issuance of shares of AMD commonstock to Xilinx stockholders in connection with the merger, which proposal is referred to as the “AMD share issuance proposal,” and (ii) a proposal toadjourn the AMD special meeting to solicit additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensurethat any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders. The AMD board of directorsunanimously recommends that AMD stockholders vote “FOR” each of the proposals to be considered at the AMD special meeting.

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At the Xilinx special meeting, Xilinx stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which proposal isreferred to as the “Xilinx merger proposal,” (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or becomepayable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (iii) aproposal to adjourn the Xilinx special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve theXilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinxstockholders. The Xilinx board of directors unanimously recommends that Xilinx stockholders vote “FOR” each of the proposals to beconsidered at the Xilinx special meeting.

We cannot complete the merger unless the AMD share issuance proposal is approved by AMD stockholders and the Xilinx merger proposal is approvedby Xilinx stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan tovirtually attend your company’s respective special meeting, please vote by proxy over the internet or telephone using the instructions includedwith the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order toauthorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

This joint proxy statement/prospectus provides you with important information about the special meetings, the mergerand each of the proposals. We encourage you to read the entire document carefully, in particular the information under“Risk Factors” beginning on page 38 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

Dr. Lisa SuPresident and Chief Executive Officer

Advanced Micro Devices, Inc.

Victor PengPresident and Chief Executive Officer

Xilinx, Inc.

* * * * *

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, theadoption of the merger agreement, the AMD common stock to be issued in the merger or any of the other transactions described in this jointproxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contraryis a criminal offense.

This joint proxy statement/prospectus is dated as of, and is first being mailed to AMD and Xilinx stockholders on or about, [●], 2020.

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Advanced Micro Devices, Inc.2485 Augustine Drive

Santa Clara, California 95054(408) 749-4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSTO BE HELD ON [●], 2021

To the Stockholders of Advanced Micro Devices, Inc.:

Notice is hereby given that Advanced Micro Devices, Inc., which is referred to as “AMD,” will hold a special meeting of its stockholders, which isreferred to as the “AMD special meeting,” virtually via live webcast on [●], 2021, beginning at [●], Eastern Time.

In light of ongoing developments related to the COVID-19 pandemic, the AMD special meeting will be held solely in a virtual meeting format via livewebcast. You will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM,which is referred to as the “AMD special meeting website.”

The AMD special meeting will be held for the purpose of AMD stockholders considering and voting on the following proposals:

1. to approve the issuance of shares of AMD common stock to the stockholders of Xilinx, Inc., which is referred to as “Xilinx,” in connectionwith the merger contemplated by the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time,which is referred to as the “merger agreement,” by and among AMD, Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, andXilinx, which issuance is referred to as the “share issuance” and which proposal is referred to as the “AMD share issuance proposal”; and

2. to approve the adjournment of the AMD special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficientvotes at the time of the AMD special meeting to approve the AMD share issuance proposal or to ensure that any supplement or amendmentto the accompanying joint proxy statement/prospectus is timely provided to AMD stockholders, which proposal is referred to as the “AMDadjournment proposal.”

AMD will transact no other business at the AMD special meeting except such business as may properly be brought before the AMD special meeting orany adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex Athereto, contains further information relating to these matters.

Only holders of record of AMD common stock at the close of business on December [●], 2020, the record date for voting at the AMD special meeting,which is referred to as the “AMD record date,” are entitled to notice of and to vote at the AMD special meeting and any adjournments or postponementsthereof.

The AMD board of directors has unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests ofAMD and its stockholders, and has approved and declared advisable the merger agreement and the transactions contemplated thereby, including themerger and the share issuance. Accordingly, the AMD board of directors unanimously recommends that AMD stockholders vote:

• “FOR” the AMD share issuance proposal; and

• “FOR” the AMD adjournment proposal.

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Your vote is very important, regardless of the number of shares of AMD common stock you own. The parties cannot complete the merger unlessthe AMD share issuance proposal is approved by AMD stockholders. Assuming a quorum is present at the AMD special meeting, approval of the AMDshare issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that arevirtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD shareissuance proposal.

Your vote is important. Whether or not you plan to virtually attend the AMD special meeting, please vote by proxy over the internet or telephone usingthe instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope,in order to authorize the individuals named on your proxy card to vote your shares of AMD common stock at the AMD special meeting. If you holdyour shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the votinginstruction form provided by your bank, broker or nominee to vote your shares. The list of AMD stockholders entitled to vote at the AMD specialmeeting will be available at AMD’s headquarters during regular business hours for examination by any AMD stockholder for any purpose germane tothe AMD special meeting for a period of at least ten days prior to the AMD special meeting. If you would like to examine the list of AMD stockholdersof record, please contact AMD’s Corporate Secretary at corporate.secretary@amd.com to schedule an appointment or request access. If AMD’sheadquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be madeavailable for examination electronically upon request to AMD’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list ofAMD stockholders entitled to vote at the AMD special meeting will also be available for examination by any AMD stockholder during the AMD specialmeeting via the AMD special meeting website.

If you have any questions about the merger, please contact AMD at (408) 749-4000 or write to Advanced Micro Devices, Inc., Attn: CorporateSecretary, at corporate.secretary@amd.com.

If you have any questions about how to vote or direct a vote in respect of your shares of AMD common stock, please contact AMD’s proxy solicitor,Mackenzie Partners, Inc., at proxy@mackenziepartners.com or (800) 322-2885. Banks and brokers may call (212) 929-5500.

By Order of the Board of Directors,

Harry A. WolinSenior Vice President, General Counsel and Corporate SecretaryAdvanced Micro Devices, Inc.

Santa Clara, California

Dated: [●], 2020

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Xilinx, Inc.2100 Logic Drive

San Jose, California 95124(408) 559-7778

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSTO BE HELD ON [●], 2021

To the Stockholders of Xilinx, Inc.:

Notice is hereby given that Xilinx, Inc., which is referred to as “Xilinx,” will hold a special meeting of its stockholders, which is referred to as the“Xilinx special meeting,” virtually via live webcast on [●], 2021, beginning at [●], Eastern Time.

In light of ongoing developments related to the COVID-19 pandemic, the Xilinx special meeting will be held solely in a virtual meeting format via livewebcast. You will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred toas the “Xilinx special meeting website.”

The Xilinx special meeting will be held for the purpose of Xilinx stockholders considering and voting on the following proposals:

1. to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the

“merger agreement,” among Advanced Micro Devices, Inc., which is referred to as “AMD,” Thrones Merger Sub, Inc., a wholly ownedsubsidiary of AMD, which is referred to as “Merger Sub,” and Xilinx, which proposal is referred to as the “Xilinx merger proposal”;

2. to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx named executive officers that

is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “Xilinxcompensation proposal”; and

3. to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficientvotes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to theaccompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the “Xilinxadjournment proposal.”

Xilinx will transact no other business at the Xilinx special meeting except such business as may properly be brought before the Xilinx special meeting orany adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex Athereto, contains further information relating to these matters.

Only holders of record of Xilinx common stock at the close of business on December [●], 2020, the record date for determining stockholders entitled tonotice of, and to vote at, the Xilinx special meeting, which is referred to as the “Xilinx record date,” are entitled to notice of and to vote at the Xilinxspecial meeting and any adjournments or postponements thereof.

The Xilinx board of directors has unanimously determined that the merger of Merger Sub with and into Xilinx, which is referred to as the “merger,” isfair to and in the best interests of Xilinx and its stockholders, and approved and declared advisable the merger agreement and the consummation of thetransactions contemplated thereby, including the merger. Accordingly, the Xilinx board of directors unanimously recommends that Xilinxstockholders vote:

• “FOR” the Xilinx merger proposal;

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• “FOR” the Xilinx compensation proposal; and

• “FOR” the Xilinx adjournment proposal.

Your vote is very important, regardless of the number of shares of Xilinx common stock you own. The parties cannot complete the transactionscontemplated by the merger agreement, including the merger, without approval of the Xilinx merger proposal. Assuming a quorum is present at theXilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstandingshares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal.

Your vote is important. Whether or not you plan to virtually attend the Xilinx special meeting, please vote by proxy over the internet or telephone usingthe instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope,in order to authorize the individuals named on your proxy card to vote your shares of Xilinx common stock at the Xilinx special meeting. If you holdyour shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the votinginstruction form provided by your bank, broker or nominee to vote your shares. The list of Xilinx stockholders entitled to vote at the Xilinx specialmeeting will be available at Xilinx’s headquarters during regular business hours for examination by any Xilinx stockholder for any purpose germane tothe Xilinx special meeting for a period of at least ten days prior to the Xilinx special meeting. If you would like to examine the list of Xilinxstockholders of record, please contact Xilinx’s Corporate Secretary at corporate.secretary@xilinx.com to schedule an appointment or request access. IfXilinx’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will bemade available for examination electronically upon request to Xilinx’s Corporate Secretary, subject to satisfactory verification of stockholder status. Thelist of Xilinx stockholders entitled to vote at the Xilinx special meeting will also be available for examination by any Xilinx stockholder during theXilinx special meeting via the Xilinx special meeting website.

If you have any questions about the merger, please contact Xilinx at (408) 626-4293 or write to Xilinx , Inc., Attn: Investor Relations, at ir@xilinx.com.

If you have any questions about how to vote or direct a vote in respect of your shares of Xilinx common stock, please contact Xilinx’s proxy solicitor,Innisfree M&A Incorporated, at (877) 717-3923. Banks and brokers may call (212) 750-5833.

By Order of the Board of Directors,

Catia HagopianSenior Vice President, General Counsel and SecretaryXilinx, Inc.

San Jose, California

Dated: [●], 2020

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about AMD and Xilinx from other documents thatAMD and Xilinx have filed with the SEC and that are not contained in and are instead incorporated by reference in this joint proxystatement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find MoreInformation.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxystatement/prospectus or other information filed with the SEC by AMD or Xilinx, without charge, by written or telephonic request directed to theappropriate company at the following contacts:

For AMD stockholders: For Xilinx stockholders:

Advanced Micro Devices, Inc.Attention: Corporate Secretarycorporate.secretary@amd.com

(408) 749-4000

Xilinx, Inc.Attention: Investor Relations

ir@xilinx.com(408) 626-4293

In order for you to receive timely delivery of the documents in advance of the special meeting of AMD stockholders to be held on [●], 2021,which is referred to as the “AMD special meeting,” or the special meeting of Xilinx stockholders to be held on [●], 2021, which is referred to asthe “Xilinx special meeting,” as applicable, you must request the information no later than [●], 2021.

If you have any questions about the AMD special meeting or the Xilinx special meeting, or need to obtain proxy cards or other information,please contact the applicable company’s proxy solicitor at the following contacts:

For AMD stockholders: For Xilinx stockholders:

Mackenzie Partners, Inc.1407 Broadway, 27th FloorNew York, New York 10018

(800) 322-2885Banks and Brokers: (212) 929-5500

proxy@mackenziepartners.com

Innisfree M&A Incorporated501 Madison Avenue, 20th Floor

New York, New York 10022(877) 717-3923

Banks and Brokers: (212) 750-5833

The contents of the websites of the SEC, AMD, Xilinx or any other entity are not incorporated in this joint proxy statement/prospectus. Theinformation about how you can obtain certain documents that are incorporated by reference in this joint proxy statement/prospectus at these websites isbeing provided only for your convenience.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by AMD (Registration No. 333-[●]),constitutes a prospectus of AMD under Section 5 of the Securities Act with respect to the shares of AMD common stock to be issued to Xilinxstockholders pursuant to the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by and among AMD,Merger Sub and Xilinx, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of AMD and Xilinxunder Section 14(a) of the Exchange Act. This joint proxy statement/prospectus also constitutes a notice of meeting with respect to each of the AMDand Xilinx special meetings.

AMD has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to AMD and Merger Sub, andXilinx has supplied all such information relating to Xilinx. AMD and Xilinx have both contributed to such information relating to the merger.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. AMD and Xilinx have notauthorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxystatement/prospectus. This joint proxy statement/prospectus is dated [●], 2020, and you should not assume that the information contained in this jointproxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date otherthan the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to AMD or Xilinx stockholders nor the issuanceby AMD of shares of AMD common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation ofa proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:

• “AMD” refers to Advanced Micro Devices, Inc., a Delaware corporation;

• “AMD adjournment proposal” refers to the proposal to approve the adjournment of the AMD special meeting, if necessary or appropriate,to solicit additional proxies if there are insufficient votes at the time of the AMD special meeting to approve the AMD share issuanceproposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to AMDstockholders;

• “AMD board of directors” refers to the board of directors of AMD;

• “AMD common stock” refers to the common stock, par value $0.01 per share, of AMD;

• “AMD record date” refers to December [●], 2020;

• “AMD share issuance proposal” refers to the proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders inconnection with the merger;

• “AMD special meeting” refers to the special meeting of AMD stockholders to consider and vote upon the AMD share issuance proposaland the AMD adjournment proposal;

• “BofA Securities” refers to BofA Securities, Inc., financial advisor to Xilinx in connection with the proposed merger;

• “Code” refers to the Internal Revenue Code of 1986, as amended;

• “combined company” refers to AMD immediately following the completion of the merger and the other transactions contemplated by themerger agreement;

• “Credit Suisse” refers to Credit Suisse Securities (USA) LLC, financial advisor to AMD in connection with the proposed merger;

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• “DBO” refers to DBO Partners LLC, financial advisor to AMD in connection with the proposed merger;

• “DGCL” refers to the General Corporation Law of the State of Delaware;

• “effective time” refers to the date and time when the merger becomes effective under the DGCL, which will be the date and time at which

the certificate of merger with respect to the merger is filed with the Secretary of State of the State of Delaware, or such later date and timeas may be mutually agreed to in writing by AMD and Xilinx and specified in the certificate of merger;

• “end date” refers to October 26, 2021, the date on which, subject to certain limitations in the merger agreement, the merger agreement maybe terminated and the merger abandoned by either AMD or Xilinx (which date will be automatically extended in certain circumstancesrelated to the receipt of required regulatory approvals or the absence of restraints under certain competition laws to January 26, 2022, and,subsequently, to April 26, 2022, pursuant to the terms of the merger agreement);

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

• “exchange ratio” refers to 1.7234, which figure reflects the number of shares of AMD common stock that Xilinx stockholders will beentitled to receive in the merger for each share of Xilinx common stock held immediately prior to the effective time;

• “GAAP” refers to U.S. generally accepted accounting principles;

• “HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

• “merger” refers to the merger of Merger Sub with and into Xilinx;

• “merger agreement” refers to the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by andamong AMD, Merger Sub and Xilinx;

• “Merger Sub” refers to Thrones Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMD, formed for the purposeof effecting the merger as described in this joint proxy statement/prospectus;

• “Morgan Stanley” refers to Morgan Stanley & Co. LLC, financial advisor to Xilinx in connection with the proposed merger;

• “Nasdaq” refers to the Nasdaq Global Select Market;

• “SEC” refers to the U.S. Securities and Exchange Commission;

• “Securities Act” refers to the Securities Act of 1933, as amended;

• “share issuance” refers to the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger.

• “Xilinx” refers to Xilinx, Inc., a Delaware corporation;

• “Xilinx adjournment proposal” refers to the proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate,to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal orto ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinxstockholders;

• “Xilinx board of directors” refers to the board of directors of Xilinx;

• “Xilinx common stock” refers to the common stock, par value $0.01 per share, of Xilinx;

• “Xilinx compensation proposal” refers to the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or

become payable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the mergeragreement;

• “Xilinx merger proposal” refers to the proposal to adopt the merger agreement;

• “Xilinx record date” refers to December [●], 2020; and

• “Xilinx special meeting” refers to the special meeting of Xilinx stockholders to consider and vote upon the Xilinx merger proposal andrelated matters.

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CONTENTS Page QUESTIONS AND ANSWERS 1 SUMMARY 14

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMD 28 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF XILINX 30 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 32 COMPARATIVE HISTORICAL UNAUDITED PRO FORMA PER SHARE DATA 34

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 36 RISK FACTORS 38 THE PARTIES TO THE MERGER 53 THE AMD SPECIAL MEETING 55

AMD PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE 62 AMD PROPOSAL 2: ADJOURNMENT OF THE AMD SPECIAL MEETING 63

THE XILINX SPECIAL MEETING 64 XILINX PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT 71 XILINX PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE

OFFICERS 72 XILINX PROPOSAL 3: ADJOURNMENT OF THE XILINX SPECIAL MEETING 73

THE MERGER 74 THE MERGER AGREEMENT 148 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 175 INTERESTS OF AMD DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER 190 INTERESTS OF XILINX DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER 191 U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER 198 COMPARISON OF STOCKHOLDERS’ RIGHTS 201 NO APPRAISAL RIGHTS 209 LEGAL MATTERS 210 EXPERTS 210 CERTAIN BENEFICIAL OWNERS OF AMD COMMON STOCK 211 CERTAIN BENEFICIAL OWNERS OF XILINX COMMON STOCK 213 STOCKHOLDER PROPOSALS 215 WHERE YOU CAN FIND MORE INFORMATION 217

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as an AMD or Xilinx stockholder, may have regarding the merger and the other mattersbeing considered at the AMD and Xilinx special meetings, as applicable. You are urged to carefully read this joint proxy statement/prospectus and theother documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that isimportant to you regarding these matters. See “Summary” for a summary of important information regarding the merger agreement, the merger and therelated transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxystatement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by followingthe instructions under “Where You Can Find More Information.”

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because Xilinx has agreed to be acquired by AMD through a merger of Merger Sub with andinto Xilinx, with Xilinx continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of AMD. The mergeragreement, which governs the terms and conditions of the merger, is attached as Annex A hereto.

Your vote is required in connection with the merger. AMD and Xilinx are sending these materials to their respective stockholders to help them decidehow to vote their shares with respect to the share issuance, in the case of AMD, the adoption of the merger agreement, in the case of Xilinx, and otherimportant matters.

What matters am I being asked to vote on?

In order to complete the merger, among other things:

• AMD stockholders must approve the AMD share issuance proposal; and

• Xilinx stockholders must approve the Xilinx merger proposal.

AMD: AMD is holding the AMD special meeting to obtain approval of the AMD share issuance proposal and the AMD adjournment proposal.

Xilinx: Xilinx is holding the Xilinx special meeting to obtain approval of the Xilinx merger proposal. At the Xilinx special meeting, Xilinx stockholderswill also be asked to consider and vote on the Xilinx compensation proposal and the Xilinx adjournment proposal.

Your vote is very important, regardless of the number of shares that you own. The approval of the AMD share issuance proposal and the Xilinx mergerproposal are conditions to the obligations of AMD and Xilinx to complete the merger. The approval of the AMD adjournment proposal, the Xilinxcompensation proposal and the Xilinx adjournment proposal are not conditions to the obligations of AMD or Xilinx to complete the merger.

When and where will each of the special meetings take place?

AMD: The AMD special meeting will be held solely virtually via live webcast on [●], 2021, beginning at [●], Eastern Time. AMD stockholders will beable to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the“AMD special meeting website.” In order to virtually attend and vote at the AMD special meeting, you will need the 16-digit control number located onyour proxy card. AMD has retained Broadridge Financial Solutions, which is referred to as “Broadridge,” to host the live webcast of the AMD specialmeeting. On the day of the AMD special meeting, Broadridge may be contacted at (844) 976-0738 (U.S.) or (303) 562-9301 (international), and will beavailable to answer any questions regarding how to virtually attend the AMD special meeting or if you encounter any technical difficulty accessing orduring the AMD special meeting. See “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

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Xilinx: The Xilinx special meeting will be held solely virtually via live webcast on [●], 2021, beginning at [●], Eastern Time. Xilinx stockholders will beable to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx specialmeeting website.” In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in orderto obtain a unique meeting invitation by electronic mail. Xilinx has retained Alliance Advisors, which is referred to as “Alliance,” to host the livewebcast of the Xilinx special meeting. On the day of the Xilinx special meeting, Alliance may be contacted at (866) 612-8937 (U.S.), (800) 574-6504 or(973) 547-3547 (international) or at virtualmeeting@viewproxy.com to answer any questions regarding how to virtually attend the Xilinx specialmeeting or if you encounter any technical difficulty accessing or during the Xilinx special meeting. See “The Xilinx Special Meeting—VirtuallyAttending the Xilinx Special Meeting.”

Even if you plan to virtually attend your respective company’s special meeting, AMD and Xilinx recommend that you vote by proxy in advance asdescribed below so that your vote will be counted if you later decide not to or become unable to virtually attend the applicable special meeting.

If you hold your shares in “street name,” you may virtually attend and vote at your respective company’s special meeting only if you obtain a specificcontrol number from your bank, broker or other nominee giving you the right to vote such shares.

Does my vote matter?

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the AMD share issuanceproposal is approved by AMD stockholders and the Xilinx merger proposal is approved by Xilinx stockholders.

AMD

• AMD Share Issuance Proposal. Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposalrequires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtuallypresent via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD shareissuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMDstockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, brokeror other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any sharesvirtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote onthe AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuminga quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or othernominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power willdeemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effecton the AMD share issuance proposal.

• AMD Adjournment Proposal. Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposalrequires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtuallypresent via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMDadjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMDstockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, brokeror other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any sharesvirtually present or represented by proxy and entitled to vote at the AMD special meeting on the

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AMD adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMDadjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nomineeprovides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to bewithheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMDadjournment proposal.

Xilinx

• Xilinx merger proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires theaffirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinxspecial meeting on the Xilinx merger proposal. The failure to vote by proxy or to virtually attend and vote at the Xilinx special meeting,including an abstention, will have the same effect as a vote “AGAINST” the Xilinx merger proposal (assuming a quorum is present at theXilinx special meeting).

• Xilinx compensation proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposalrequires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtuallypresent via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. The failure to voteby proxy and to virtually attend and vote at the Xilinx special meeting will have no effect on the Xilinx compensation proposal (assuminga quorum is present at the Xilinx special meeting). Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares notvirtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through abank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome ofthe Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled tovote at the Xilinx special meeting to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinxcompensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nomineeprovides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as avote “AGAINST” the Xilinx compensation proposal.

• Xilinx adjournment proposal. Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournmentproposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that arevirtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting.Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds sharesin “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will haveno effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or representedby proxy and entitled to vote at the Xilinx special meeting on the Xilinx adjournment proposal to vote on the Xilinx adjournment proposalwill have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in“street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinxadjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

What will Xilinx stockholders receive for their shares of Xilinx common stock if the merger is completed?

If the merger is completed, each share of Xilinx common stock outstanding as of immediately prior to the effective time will be converted into the rightto receive 1.7234 shares of AMD common stock, which number is referred to as the “exchange ratio.” Each Xilinx stockholder will receive cash(without interest and less any applicable withholding taxes) in lieu of any fractional shares of AMD common stock that such Xilinx

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stockholder would otherwise receive in the merger. Any cash amounts to be received by a Xilinx stockholder in lieu of fractional shares of AMDcommon stock will be rounded to the nearest whole cent.

Because AMD will issue a fixed number of shares of AMD common stock in exchange for each share of Xilinx common stock, the value of the mergerconsideration that Xilinx stockholders will receive in the merger will depend on the market price of shares of AMD common stock at the time themerger is completed. The market price of shares of AMD common stock that Xilinx stockholders receive at the time the merger is completed could begreater than, less than or the same as the market price of shares of AMD common stock on the date of this joint proxy statement/prospectus or at thetimes of the AMD and Xilinx special meetings. Accordingly, you should obtain current market quotations for AMD common stock and Xilinx commonstock before deciding how to vote on the AMD share issuance proposal and the Xilinx merger proposal, as applicable. AMD and Xilinx common stockare traded on Nasdaq, under the symbols “AMD” and “XLNX,” respectively. Shares of common stock of the combined company will trade on Nasdaqunder the symbol “AMD” after completion of the merger. For more information regarding the merger consideration to be received by Xilinxstockholders if the merger is completed, see “The Merger Agreement—Merger Consideration.”

How does the AMD board of directors recommend that I vote at the AMD special meeting?

The AMD board of directors unanimously recommends that you vote “FOR” the AMD share issuance proposal and “FOR” the AMD adjournmentproposal.

In considering the recommendations of the AMD board of directors, AMD stockholders should be aware that AMD directors and executive officers haveinterests in the merger that are different from, or in addition to, their interests as AMD stockholders generally. These interests may include, amongothers, the continued service of AMD directors as directors of the combined company and the continued employment of AMD executive officers by thecombined company. For a more complete description of these interests, see “Interests of AMD Directors and Executive Officers in the Merger.”

How does the Xilinx board of directors recommend that I vote at the Xilinx special meeting?

The Xilinx board of directors unanimously recommends that you vote “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and“FOR” the Xilinx adjournment proposal.

In considering the recommendations of the Xilinx board of directors, Xilinx stockholders should be aware that Xilinx directors and executive officershave interests in the merger that are different from, or in addition to, their interests as Xilinx stockholders generally. These interests may include, amongothers, the payment of severance benefits and acceleration of outstanding Xilinx equity awards upon certain terminations of employment or service, andthe combined company’s agreement to indemnify Xilinx directors and executive officers against certain claims and liabilities. For a more completedescription of these interests, see “Interests of Xilinx Directors and Executive Officers in the Merger.”

Who is entitled to vote at each special meeting?

AMD

All holders of record of shares of AMD common stock who held shares at the close of business on December [●], 2020 (the AMD record date) areentitled to receive notice of, and to vote at, the AMD special meeting. Each such holder of AMD common stock is entitled to cast one vote on eachmatter properly brought before the AMD special meeting for each share of AMD common stock that such holder owned of record as of the AMD recorddate. Virtual attendance at the AMD special meeting via the AMD special meeting website is not required to vote. See below and “The AMD SpecialMeeting—Methods of Voting” for instructions on how to vote without virtually attending the AMD special meeting.

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Xilinx

All holders of record of shares of Xilinx common stock who held shares at the close of business on December [●], 2020 (the Xilinx record date) areentitled to receive notice of, and to vote at, the Xilinx special meeting. Each such holder of Xilinx common stock is entitled to cast one vote on eachmatter properly brought before the Xilinx special meeting for each share of Xilinx common stock that such holder owned of record as of the Xilinxrecord date. Virtual attendance at the Xilinx special meeting via the Xilinx special meeting website is not required to vote. See below and “The XilinxSpecial Meeting—Methods of Voting” for instructions on how to vote without virtually attending the Xilinx special meeting.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designatea proxy to vote your shares of AMD or Xilinx common stock, as applicable, is referred to as a “proxy card.”

How many votes do I have at each special meeting?

AMD

Each AMD stockholder is entitled to one vote for each share of AMD common stock held of record as of the close of business on the AMD record date.As of the close of business on the AMD record date, there were [●] shares of AMD common stock outstanding.

Xilinx

Each Xilinx stockholder is entitled to one vote for each share of Xilinx common stock held of record as of the close of business on the Xilinx recorddate. As of the close of business on the Xilinx record date, there were [●] shares of Xilinx common stock outstanding.

What constitutes a quorum for each special meeting?

AMD

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold avalid meeting.

The holders of a majority of the issued and outstanding shares of AMD common stock entitled to vote at the AMD special meeting must be virtuallypresent via the AMD special meeting website or represented by proxy in order to constitute a quorum.

Xilinx

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold avalid meeting.

The holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting must be virtuallypresent via the Xilinx special meeting website or represented by proxy in order to constitute a quorum.

Where will the AMD common stock that I receive in the merger be publicly traded?

The shares of AMD common stock to be issued to Xilinx stockholders in the merger will be listed for trading on Nasdaq under the symbol “AMD.”

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What happens if the merger is not completed?

If the AMD share issuance proposal is not approved by AMD stockholders, if the Xilinx merger proposal is not approved by Xilinx stockholders or ifthe merger is not completed for any other reason, Xilinx stockholders will not receive the merger consideration or any other consideration in connectionwith the merger, and their shares of Xilinx common stock will remain outstanding.

If the merger is not completed, Xilinx will remain an independent public company, the Xilinx common stock will continue to be listed and traded onNasdaq under the symbol “XLNX” and AMD will not complete the share issuance contemplated by the merger agreement, regardless of whether theAMD share issuance proposal has been approved by AMD stockholders.

If the merger agreement is terminated under specified circumstances, including if the Xilinx board of directors changes its recommendation, Xilinx maybe required to pay AMD a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including thefailure to receive certain required regulatory approvals, AMD may be required to pay Xilinx a termination fee of $1.0 billion. If the merger agreement isterminated under other specified circumstances, including if the AMD board of directors changes its recommendation, AMD may be required to payXilinx a termination fee of $1.5 billion. See “The Merger Agreement—Termination Fees.”

How can I virtually vote my shares at my respective special meeting?

AMD

Shares held directly in your name as an AMD stockholder of record may be virtually voted at the AMD special meeting via the AMD special meetingwebsite. You will need the 16-digit control number included on your proxy card in order to access and vote via the AMD special meeting website asdescribed under “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Shares held in “street name” may be virtually voted at the AMD special meeting via the AMD special meeting website only if you obtain a specificcontrol number and follow the instructions provided by your bank, broker or other nominee. See “The AMD Special Meeting—Virtually Attending theAMD Special Meeting.”

Xilinx

Shares held directly in your name as a Xilinx stockholder of record may be virtually voted at the Xilinx special meeting via the Xilinx special meetingwebsite. In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtaina unique meeting invitation by electronic mail.

Shares held in “street name” may be virtually voted at the Xilinx special meeting via the Xilinx special meeting website only if you obtain a specificcontrol number and follow the instructions provided by your, broker or other nominee. See “The Xilinx Special Meeting—Virtually Attending the XilinxSpecial Meeting.”

Even if you plan to virtually attend your respective company’s special meeting via the applicable special meeting website, AMD and Xilinx recommendthat you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend therespective special meeting.

For additional information on virtually attending the special meetings, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

How can I vote my shares without virtually attending my company’s special meeting?

Whether you hold your shares directly as a stockholder of record of AMD or Xilinx or beneficially in “street name,” you may direct your vote by proxywithout virtually attending the AMD or Xilinx special meeting, as applicable. If you are a stockholder of record, you can vote by proxy over the internet,by telephone or by mail by

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following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the votinginstructions provided by your bank, broker or other nominee.

For additional information on voting procedures, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

What is a “broker non-vote”?

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks,brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particularproposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currentlyexpected to be brought before the AMD and Xilinx special meetings are “non-routine” matters under Nasdaq rules.

A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to bevoted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and(ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to bevoted on at the AMD and Xilinx special meetings are non-routine matters under Nasdaq rules for which brokers do not have discretionary authority tovote, AMD and Xilinx do not expect there to be any broker non-votes at the AMD or Xilinx special meetings.

What stockholder vote is required for the approval of each proposal at the AMD special meeting? What will happen if I fail to vote or abstainfrom voting on each proposal at the AMD special meeting?

AMD Proposal 1: AMD Share Issuance Proposal

Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders ofa majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented byproxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or representedby proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to providevoting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention orother failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuanceproposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However,assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or othernominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to bewithheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuanceproposal.

AMD Proposal 2: AMD Adjournment Proposal

Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holdersof a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or representedby proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present orrepresented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee toprovide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstentionor other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD

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adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal.However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one ormore other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournmentproposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

What stockholder vote is required for the approval of each proposal at the Xilinx special meeting? What will happen if I fail to vote or abstainfrom voting on each proposal at the Xilinx special meeting?

Xilinx Proposal 1: Xilinx Merger Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of amajority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal.Accordingly, an abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx mergerproposal.

Xilinx Proposal 2: Xilinx Compensation Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders ofa majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or representedby proxy and entitled to vote at the Xilinx special meeting. Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares notvirtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, brokeror other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensationproposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to voteon the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinxstockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, butnot for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

Xilinx Proposal 3: Xilinx Adjournment Proposal

Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of theholders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website orrepresented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (includingdue to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions tosuch bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any sharesvirtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx adjournment proposal will have thesame effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through abank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have thesame effect as a vote “AGAINST” the Xilinx adjournment proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the merger-related compensation for Xilinxnamed executive officers (the Xilinx compensation proposal)?

Under SEC rules, Xilinx is required to seek a non-binding advisory vote of its stockholders relating to the compensation that may be paid or becomepayable to Xilinx named executive officers that is based on or otherwise relates to the merger (also known as “golden parachute” compensation).

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What happens if Xilinx stockholders do not approve, by non-binding advisory vote, the merger-related compensation for Xilinx namedexecutive officers (the Xilinx compensation proposal)?

Because the vote on the proposal to approve the Xilinx compensation proposal is advisory in nature, the outcome of the vote will not be binding uponXilinx or the combined company. Accordingly, the merger-related compensation, which is described under “Interests of Xilinx Directors and ExecutiveOfficers in the Merger,” may be paid to Xilinx named executive officers even if Xilinx stockholders do not approve the Xilinx compensation proposal.

What if I hold shares of both AMD and Xilinx common stock?

If you are both an AMD stockholder and a Xilinx stockholder, you will receive two separate packages of proxy materials. A vote cast as an AMDstockholder will not count as a vote cast as a Xilinx stockholder, and a vote cast as a Xilinx stockholder will not count as a vote cast as an AMDstockholder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for yourshares of AMD common stock and your shares of Xilinx common stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of AMD or Xilinx common stock are registered directly in your name with the transfer agent of AMD and Xilinx, respectively, you areconsidered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the applicablespecial meeting. You may also grant a proxy directly to AMD or Xilinx, as applicable, or to a third party to vote your shares at the applicable specialmeeting.

If your shares of AMD or Xilinx common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in“street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares.You should follow the instructions provided by them to vote your shares. In order to virtually attend and vote at the AMD special meeting via the AMDspecial meeting website or the Xilinx special meeting via the Xilinx special meeting website, you will need to obtain a specific control number andfollow the other procedures provided by your bank, broker or other nominee.

If my shares of AMD or Xilinx common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or othernominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of AMD or Xilinx common stock, as applicable, if you instruct yourbank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting ofyour shares. Under Nasdaq rules, banks, brokers and other nominees who hold shares of AMD or Xilinx common stock in “street name” for theircustomers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers andother nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currentlyscheduled to be considered and voted on at the AMD and Xilinx special meetings. As a result, absent specific instructions from the beneficial owner ofsuch shares, banks, brokers and other nominees are not empowered to vote such shares.

For AMD stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of AMD common stock willhave no effect on the AMD share issuance proposal or the AMD adjournment proposal (assuming a quorum is present at the AMD special meeting).

For Xilinx stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of Xilinx common stock willbe the same as a vote “AGAINST” the Xilinx merger proposal, but will have no effect on the Xilinx compensation proposal (assuming a quorum ispresent at the Xilinx special meeting) or the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name”

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through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal orthe Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal.

What should I do if I receive more than one set of voting materials for the same special meeting?

If you hold shares of AMD or Xilinx common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if youhold shares of AMD or Xilinx common stock in more than one brokerage account, you may receive more than one set of voting materials relating to thesame special meeting.

Record Holders. For shares held directly, please vote by proxy over the internet or telephone using the instructions included with the accompanyingproxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to ensure that all of your shares of AMDor Xilinx common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by yourbank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of AMD or Xilinx common stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of AMD or Xilinx common stock,as applicable, in the way that you indicate. For each item before the AMD or Xilinx special meeting, as applicable, you may specify whether your sharesof AMD or Xilinx common stock, as applicable, should be voted for or against, or abstain from voting.

How will my shares of AMD common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of AMD common stock to be voted, then your shares of AMDcommon stock will be voted in accordance with the recommendation of the AMD board of directors: “FOR” the AMD share issuance proposal and“FOR” the AMD adjournment proposal.

How will my shares of Xilinx common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of Xilinx common stock to be voted, then your shares of Xilinxcommon stock will be voted in accordance with the recommendation of the Xilinx board of directors: “FOR” the Xilinx merger proposal, “FOR” theXilinx compensation proposal and “FOR” the Xilinx adjournment proposal.

Can I change my vote after I have submitted my proxy?

Any AMD or Xilinx stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicablespecial meeting by doing any of the following:

• subsequently submitting a new proxy (including over the internet or telephone) for the applicable special meeting that is received by thedeadline specified on the accompanying proxy card;

• giving written notice of your revocation to AMD’s or Xilinx’s Corporate Secretary, as applicable; or

• virtually attending and voting at the applicable special meeting via the applicable special meeting website.

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Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the applicable special meeting via the applicablespecial meeting website. Written notices of revocation and other communications relating to the revocation of proxies should be addressed:

If you are an AMD stockholder: If you are a Xilinx stockholder:

Advanced Micro Devices, Inc. Xilinx, Inc.Attn: Corporate Secretary Attn: Corporate Secretary

corporate.secretary@amd.com corporate.secretary@xilinx.com2485 Augustine Drive 2100 Logic Drive

Santa Clara, California 95054 San Jose, California 95124

See “The AMD Special Meeting—Revocability of Proxies” and “The Xilinx Special Meeting—Revocability of Proxies.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or othernominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or othernominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the special meetings?

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business daysfollowing certification of the final voting results, each of AMD and Xilinx will file the final voting results of its respective special meeting (or, if thefinal voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Do Xilinx stockholders have dissenters’ or appraisal rights?

Xilinx stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If Xilinx stockholders are not in favor of the merger, they mayvote against or choose to abstain from voting on the Xilinx merger proposal. See “No Appraisal Rights.” Information about how Xilinx stockholdersmay vote on the proposals being considered in connection with the merger can be found under “The Xilinx Special Meeting.”

Are there any risks that I should consider in deciding whether to vote for the approval of the AMD share issuance proposal or the Xilinxmerger proposal?

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factorsrelating to AMD and Xilinx that are contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

What happens if I sell my shares of AMD or Xilinx common stock after the respective record date but before the respective special meeting?

The AMD record date is earlier than the date of the AMD special meeting, and the Xilinx record date is earlier than the date of the Xilinx specialmeeting. If you sell or otherwise transfer your shares of AMD or Xilinx common stock after the applicable record date but before the applicable specialmeeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

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Who will solicit and pay the cost of soliciting proxies?

AMD has engaged Mackenzie Partners, Inc., which is referred to as “Mackenzie Partners,” to assist in the solicitation of proxies for the AMD specialmeeting. AMD estimates that it will pay Mackenzie Partners a fee of approximately $60,000, plus reimbursement for certain out-of-pocket fees andexpenses. AMD has agreed to indemnify Mackenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation ofproxies (subject to certain exceptions).

Xilinx has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Xilinx special meeting.Xilinx estimates that it will pay Innisfree a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Xilinx hasagreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certainexceptions).

AMD and Xilinx also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for theirexpenses in forwarding proxy materials to beneficial owners of AMD and Xilinx common stock, respectively. AMD and Xilinx directors, officers andemployees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

When is the merger expected to be completed?

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement—Conditions to the Completion of the Merger,”including approval of the AMD share issuance proposal by AMD stockholders and approval of the Xilinx merger proposal by Xilinx stockholders, themerger is currently expected to be completed by the end of the 2021 calendar year. However, neither AMD nor Xilinx can predict the actual date onwhich the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factorsbeyond the control of both companies, including the receipt of certain required regulatory approvals. AMD and Xilinx hope to complete the merger assoon as reasonably practicable. Also see “The Merger—Regulatory Approvals.”

What respective equity stakes will AMD and Xilinx stockholders hold in the combined company immediately following the merger?

Based on the number of shares of AMD and Xilinx common stock outstanding on November 23, 2020, the latest practicable date prior to the date of thisjoint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 26% of the outstandingshares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74% of the outstandingshares of AMD common stock. The relative ownership interests of AMD stockholders and former Xilinx stockholders in the combined companyimmediately following the merger will depend on the number of shares of AMD and Xilinx common stock issued and outstanding immediately prior tothe merger.

If I am a Xilinx stockholder, how will I receive the merger consideration to which I am entitled?

If you hold your shares of Xilinx common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” orotherwise, you will not be required to take any specific actions to exchange your shares of Xilinx common stock for shares of AMD common stock.Such shares will, following the effective time, be automatically exchanged for shares of AMD common stock (in book-entry form) and cash in lieu ofany fractional shares of AMD common stock to which you are entitled. If you instead hold your shares of Xilinx common stock in certificated form,then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the shares of AMDcommon stock (in book-entry form) and cash in lieu of any fractional shares of AMD common stock to which you are entitled. See “The MergerAgreement—Exchange of Shares.”

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What should I do now?

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes. Then, you may vote by proxy over the internetor telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosedpostage-paid envelope, so that your shares will be voted in accordance with your instructions.

How can I find more information about AMD and Xilinx?

You can find more information about AMD and Xilinx from various sources described under “Where You Can Find More Information.”

Whom do I call if I have questions about the special meetings or the merger?

If you have questions about the special meetings or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies,you may contact your company’s proxy solicitor:

If you are an AMD stockholder:

Mackenzie Partners, Inc.1407 Broadway, 27th FloorNew York, New York 10018

(800) 322-2885Banks and Brokers: (212) 929-5500

proxy@mackenziepartners.com

If you are a Xilinx stockholder:

Innisfree M&A Incorporated501 Madison Avenue, 20th Floor

New York, New York 10022(877) 717-3923

Banks and Brokers: (212) 750-5833

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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summaryhighlights selected information from this joint proxy statement/ prospectus and does not contain all of the information that may be important to youas an AMD or Xilinx stockholder. To understand the merger fully and for a more complete description of the terms of the merger, you should readcarefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary includea page reference directing you to a more complete description of those items. You may obtain the information incorpo