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10-K – 2026-01-23 – intc-20251227.htm
▪ The third Texas case went to trial in November 2022, with VLSI asserting one remaining patent. The jury found the patent valid and infringed, and awarded VLSI approximately $ 949 million in damages, plus interest and a running royalty. The court has not yet entered final judgment. In February 2023, we filed motions for a new trial and for judgment as a matter of law notwithstanding the verdict on various grounds. Further appeals are possible. In April 2024, Intel moved to add the defense that it is licensed to VLSI's patents, and the court granted Intel's motion that same month. In May 2025, the court held a trial on an underlying factual question relating to Intel’s license defense. The jury returned a verdict in Intel's favor. Post-trial briefing is complete, and the court will address the ultimate legal issue of whether Intel obtained a license to the asserted VLSI patent through Intel’s license agreement with Finjan when Fortress Investments acquired Finjan. In May 2019, VLSI filed a case in Shenzhen Intermediate People's Court against Intel, Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserted one patent against certain Intel Core processors. Defendants filed an invalidation petition in October 2019 with the China National Intellectual Property Administration (CNIPA) which held a hearing in September 2021. The Shenzhen court held trial proceedings in July 2021 and September 2023. VLSI sought an injunction as well as RMB 1.3 million in costs and expenses, but no damages. In September 2023, the CNIPA invalidated every claim of the asserted patent. In November 2023, the trial court dismissed VLSI's case. In May 2019, VLSI filed a case in Shanghai Intellectual Property Court against Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. asserting one patent against certain Intel Core processors. The Shanghai court held trial hearings in December 2020 and in May 2022, where VLSI requested expenses (RMB 300 thousand) and an injunction. In October 2023, the Shanghai court issued a decision finding no infringement and dismissing all claims. In November 2023, VLSI appealed the finding of non-infringement to the Supreme People's Court. The Supreme People's Court held an evidentiary hearing in October 2024, and a trial in November 2024. In parallel in December 2022, we had filed a petition to invalidate the patent at issue in the Shanghai proceeding. In February 2024, the patent was found not invalid, and Intel appealed the decision in May 2024. After the Beijing Intellectual Property Court upheld the validity of the patent in May 2025, we filed a further appeal to the Supreme People’s Court in June 2025. Both VLSI’s appeal of the noninfringement decision and our appeal of the validity decision before the Supreme People’s Court remain pending. In July 2024, Intel filed suit against VLSI in U.S. District Court for the District of Delaware requesting the court find Intel is licensed to VLSI's patents. In September 2024, VLSI filed motions requesting that Intel's complaint be dismissed, transferred, or stayed. In December 2024, the Delaware court stayed the case and deferred the pending motions until May 31, 2025. The Delaware court has not taken further action and continues to receive status reports from the parties regarding the Texas court's consideration of Intel's license defense. As of December 27, 2025, we have accrued a charge of approximately $ 1.0 billion related to the VLSI litigation. We are unable to make a reasonable estimate of losses in excess of recorded amounts. Eire Og Innovations v IBM et. al. Since April 2024, EireOg Innovations Ltd. has filed eleven separate complaints in the Eastern and Western Districts of Texas against Intel and AMD customers alleging that various products with Intel and AMD CPUs infringe numerous patents. EireOg seeks compensatory damages, future royalties, attorneys’ fees, costs, and interest. Intel is indemnifying Acer, Amazon Web Services (AWS), Cisco, Dell, HPE, HPI, IBM, Lenovo, and Oracle in connection with Intel CPUs accused of infringing four patents. Cisco and IBM filed their answers in June 2024. In these cases, a Markman hearing is scheduled for August 2025, and trial is scheduled for February 2026. Dell and Oracle filed their answers in June and September 2024, respectively. The Markman hearing in those matters was held in May 2025, and trial is scheduled for June 2026. Lenovo filed a motion to dismiss for lack of jurisdiction in July 2024, which was denied, and it subsequently filed an answer in October 2024. HPE filed its answer in July 2024. Trial in the Lenovo and HPE matters is scheduled for March 2026. AWS moved to dismiss the complaint in June 2025, and EireOg responded with an amended complaint. AWS filed a motion to dismiss the amended complaint in July 2025, which was denied, and it subsequently filed an answer in October 2025. The Markman hearing in the AWS matter is scheduled for December 2025, and trial is scheduled for December 2026. In September 2025, EireOg filed joint motions to dismiss the claims against Acer and HPI without prejudice. Given the procedural posture and the nature of these cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from these matters. Media Content Protection v Intel I n September 2020, Koninklijke Philips N.V. and Philips North America LLC (collectively, Philips) filed against Intel and customers in the U.S. District Court for the District of Delaware and the International Trade Commission (ITC). Philips alleged that certain Intel digital video-capable integrated circuits and associated firmware infringed two of its patents, including integrated circuits and associated firmware incorporated into products sold by Dell Technologies, Inc., HP Inc., Lenovo Group Ltd., and LG Electronics Inc. In March 2022, the ITC issued a final determination concluding that Philips had not proven a violation. Philips did not appeal the ITC’s decision, and a stay of the Delaware cases was lifted. Philips then sold the asserted patents to Media Content Protection (MCP) in July 2024, and MCP substituted in as the plaintiff. Trial was set for January 2026. MCP seeks $ 66 million to $ 398 million in damages for royalties between the 2020 case filing and the 2023 patent expiration date. In November 2025, the court granted Intel’s motion for summary judgment of invalidity of both patents and issued a final judgment in favor of Intel in December 2025. MCP has appealed. Given the procedural posture and the nature of this case, including that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from this matter. Financial Statements Notes to Consolidated Financial Statements 105 Key Terms We use terms throughout our document that are specific to Intel or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in our document. Term Definition 2006 ESPP 2006 Employee Stock Purchase Plan 2006 Plan 2006 Equity Incentive Plan 2024 Restructuring Plan Cost and capital reduction initiatives approved by management, the board of directors or the Audit & Finance Committee of the board of directors designed to adjust spending to current business trends and achieve objectives announced in Q3 2024 with respect to reducing operating expenses, reducing capital expenditures and reducing cost of sales while enabling Intel's new operating model and continuing to fund investments in Intel's core strategy 2025 Restructuring Plan Transformational initiative announced and subsequently approved in Q2 2025 by our management to lower expenses, streamline our organizational structure and reduce management layers across functions while reallocating resources toward our core client and server businesses by reducing investment in lower-priority programs and initiatives 5G The fifth-generation mobile network, which brings dramatic improvements in network speeds and latency, and which we view as a transformative technology and opportunity for many industries AI Artificial intelligence AI PC Artificial intelligence personal computer Altera Altera Corporation, a business offering programmable semiconductors, primarily FPGAs, and related products for a broad range of applications. AMD Advanced Micro Devices, Inc. AMIC Advanced Manufacturing Investment Credit Apollo Apollo Global Management, Inc. Apple Apple Inc. ARM Advanced RISC machine ASIC Application-specific integrated circuit ASP Average selling price BEPS Base erosion and profit shifting Broadcom Broadcom Inc. Brookfield Brookfield Asset Management CAGR Compound annual growth rate CCG Client Computing Group operating segment CDP A nonprofit organization that runs a global disclosure system for investors, companies, cities, states, and regions to manage their environmental impacts CEO Chief executive officer CHIPS Act Creating Helpful Incentives to Produce Semiconductors for America Act CIO Chief Information Officer CISO Chief Information Security Officer CODM Chief operating decision maker COVID-19 The infectious disease caused by coronavirus (aka SARS-CoV-2), which was declared a global pandemic by the World Health Organization CPU Processor or central processing unit CSP Cloud service provider CTO Chief Technology Officer DCAI Data Center and Artificial Intelligence operating segment DOC U.S. Department of Commerce EC European Commission EDA Electronic design automation, tools used to design and verify electronic systems, such as integrated circuits and printed circuit boards EMIB Embedded multi-die interconnect bridge, a form of "2.5D" packaging technology developed by Intel that enables high-density interconnect of heterogeneous chips EPS Earnings per share Supplemental Details 106 Escrowed Shares Shares of Intel common stock held in escrow to be released to the U.S. Department of Commerce (DOC) as we perform and receive cash proceeds in connection with our CHIPS Act Secure Enclave agreement with the U.S. Government. If Escrowed Shares are not released from escrow at the end of the performance period, half of the shares will be released to the DOC with no consideration and the other half will be forfeited and cancelled. ESG Environmental, social, and governance EU European Union EUV Extreme ultraviolet lithography Exchange Act Securities Exchange Act of 1934 Fab Semiconductor manufacturing / wafer fabrication facilities 2024 Form 10-K Annual Report on Form 10-K for the year ended December 28, 2024 FPGA Field-programmable gate array GPU Graphics processing unit GlobalFoundries GlobalFoundries Inc. GRI Global Reporting Initiative High-NA EUV High Numerical Aperture Extreme Ultraviolet HPC High-performance computing IDM Integrated device manufacturer, a semiconductor company that both designs and builds chips Intel Intel Corporation IMS IMS Nanofabrication GmbH, a business within Intel Foundry that develops and produces electron-beam systems for the semiconductor industry Internet of Things Internet of Things market in which certain Intel and Mobileye products are sold IP Intellectual property IPO Initial public offering IPU Infrastructure processing unit, a programmable networking device designed to enable cloud and communication service providers to reduce overhead and free up performance for CPUs MaaS Mobility as a service MD&A Management's Discussion and Analysis Mentee Robotics Mentee Robotics Ltd. MG&A Marketing, general, and administrative NAND NAND flash memory NEX Networking and Edge operating segment nm Nanometer NPU Neural processing unit NVIDIA NVIDIA Corporation ODM Original design manufacturer OECD Organization for Economic Co-operation and Development OEM Original equipment manufacturer oneAPI Open, cross-architecture programming model that frees developers to use a single code base across multiple architectures PC Personal computer PowerVia Intel's backside power delivery technology that routes power connections to the back side of the chip through dedicated vias, separating power delivery from signal routing to reduce congestion, improve power efficiency, and enable better chip performance and design flexibility in advanced manufacturing nodes. PSU Performance stock unit Qualcomm Qualcomm, Inc. R&D Research and development RDFV Readily determinable fair value RibbonFET A Gate-All-Around (GAA) transistor technology developed by Intel that uses ribbon-shaped semiconductor nanosheets completely surrounded by the gate electrode. RISC-V Reduced Instruction Set Computer, version five RSU Restricted stock unit SASB Sustainability Accounting Standards Board SCIP Semiconductor Co-Investment Program SEC U.S. Securities and Exchange Commission Secure Enclave Secure Enclave program under the CHIPS Act Semiconductor Logic Chip The "brain" of electronic devices, processing information to complete tasks Supplemental Details 107 SK hynix SK hynix Inc. SLP Silver Lake Partners SMIC Semiconductor Manufacturing International Corporation Semiconductor Process Technology Processes and technologies applied in the production of semiconductor logic chips SoC System on a chip, which integrates most of the components of a computer or other electronic system into a single silicon chip. We offer a range of SoC products across many market segments for a variety of applications. SoftBank Group SoftBank Group Corp SOFR Secured Overnight Financing Rate, a benchmark interest rate for US-dollar-denominated derivatives and loans, replacing LIBOR Systems foundry A service provider that offers end-to-end semiconductor manufacturing and design solutions TAM Total addressable market Tax Reform U.S. Tax Cuts and Jobs Act TCFD Task Force on Climate-Related Financial Disclosures Tower Tower Semiconductor Ltd TSR Total stockholder return UMC United Microelectronics Corporation U.S. United States U.S. GAAP U.S. Generally Accepted Accounting Principles U.S. Retiree Medical Plan U.S. Postretirement Medical Benefits Plan VIE Variable interest entity xPU Processors that are designed for one of four major computing architectures: CPU, GPU, AI accelerator, and FPGA Supplemental Details 108 Controls and Procedures Inherent Limitations on Effectiveness of Controls Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Evaluation of Disclosure Controls and Procedures Based on management's evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with U.S. GAAP. Management assessed our internal control over financial reporting as of December 27, 2025. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management's assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and our overall control environment. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with U.S. GAAP. We reviewed the results of management's assessment with the Audit Committee of our Board of Directors. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the company's internal control over financial reporting, as stated in the firm's attestation report, which is included within Financial Statements and Supplemental Details. Supplemental Details 109 Exhibits 1. Financial Statements: See "Index to Consolidated Financial Statements" within the Consolidated Financial Statements. 2. Financial Statement Schedules: Not applicable or the required information is otherwise included in the Consolidated Financial Statements and accompanying notes. 3. Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished or incorporated by reference as part of this Form 10-K. Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: ▪ may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; ▪ may apply standards of materiality that differ from those of a reasonable investor; and ▪ were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact. Supplemental Details 110 Exhibit Index Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File Number Exhibit Filing Date 2.1 Transaction Agreement , dated April 14, 2025, by and among Intel Corporation , Intel Americas, Inc . , Altera Corporation, and SLP VII Gryphon Aggregator , L.P. 10-Q 000-06217 10.1 7/24/2025 2.2 Amendment No. 1 to Transaction Agreement, dated August 11, 2025 .by and among Intel Corporation, Intel Americas, Inc., Altera Corporation, and SLP VII Gryphon Aggregator, L.P. 8-K 000-06217 10.1 8/14/2025 3.1 Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q 000-06217 3.1 10/27/2023 3.2 Intel Corporation Bylaws, as amended and restated on November 29, 2023 8-K 000-06217 3.2 12/5/2023 4.1 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the "Open-Ended Indenture") S-3ASR 333-132865 4.4 3/30/2006 4.2 First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 10-K 000-06217 4.2.4 2/20/2008 4.3 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 8-K 000-06217 4.01 9/19/2011 4.4 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 8-K 000-06217 4.01 12/11/2012 4.5 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 8-K 000-06217 4.01 12/14/2012 4.6 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 7/29/2015 4.7 Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 5/19/2016 4.8 Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 5/11/2017 4.9 Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 6/16/2017 4.10 Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent 8-K 000-06217 4.1 8/14/2017 Supplemental Details 111 Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File Number Exhibit Filing Date 4.11 Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 10-K 000-06217 4.2.13 2/16/2018 4.12 Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 11/21/2019 4.13 Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 2/13/2020 4.14 Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.2 2/13/2020 4.15 Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 3/25/2020 4.16 Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee 8-K 000-06217 4.1 8/12/2021 4.17 Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee 8-K 000-06217 4.1 8/5/2022 4.18 Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee 8-K 000-06217 4.1 2/10/2023 4.19 Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee 8-K 000-06217 4.1 2/21/2024 4.20 Description of Intel Securities Registered under Section 12 of the Exchange Act 10-K 000-06217 4.18 1/27/2022 10.1 † Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 6 , 202 5 S-8 000-06217 99.1 11/7/2025 10.1.2 † Intel Corporation Form of Notice of Grant - Restricted Stock Units 10-Q 000-06217 10.1 10/25/2018 10.1.3 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019 and prior to January 1, 2025) 10-Q 000-06217 10.3 4/26/2019 10.1.4 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019) 10-Q 000-06217 10.4 4/26/2019 Supplemental Details 112 Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File Number Exhibit Filing Date 10.1.5 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019 and prior to January 1, 2025) 10-Q 000-06217 10.5 4/26/2019 10.1.6 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019 and prior to January 1, 2025) 10-Q 000-06217 10.1 4/24/2020 10.1.7 † Intel Corporation Form of Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to non-employee directors on or after May 12, 2022) 10-Q 000-6217 10.3 10/28/2022 10.2 † Intel Corporation Executive Annual Performance Bonus Plan, effective as of January 1, 2020 8-K 000-06217 10.1 1/22/2020 10.3 † Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 2020 10-Q 000-06217 10.3 4/24/2020 10.4 † First Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2020 10-Q 000-06217 10.1 7/29/2022 10.5 † Second Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2023 10-K 000-06218 10.5 1/27/2023 10.6 † Intel Corporation 2006 Employee Stock Purchase Plan, as amended and restated, effective November 19, 2024 10-K 000-06217 10.6 1/31/2025 10.7 † Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 2006 10-K 000-06217 10.41 2/26/2007 10.8 † Form of Indemnification Agreement with Directors and Executive Officers 10-K 000-06217 10.15 2/22/2005 10.9 † Form of Indemnification Agreement with Directors and Executive Officers (for Directors and Executive Officers who joined Intel after July 1, 2016) 10-Q 000-06217 10.2 10/31/2016 10.10 Settlement Agreement Between Advanced Micro Devices, Inc. and Intel Corporation, dated November 11, 2009 8-K 000-06217 10.1 11/12/2009 10.11 †† Patent Cross License Agreement between NVIDIA Corporation and Intel Corporation, dated January 10, 2011 8-K 000-06217 10.1 1/10/2011 10.12^ Purchase and Contribution Agreement, dated as of August 22, 2022, by and among Intel Corporation, Arizona Fab HoldCo Inc., Foundry JV Holdco LLC, and Arizona Fab LLC 8-K 000-06217 10.1 8/23/2022 10.13^ Amended and Restated Limited Liability Company Agreement of Arizona Fab LLC by and between Arizona Fab HoldCo Inc. and Foundry JV Holdco LLC 8-K 000-06217 10.1 11/22/2022 10.14^ Purchase and Sale Agreement, dated as of June 4, 2024, by and among Intel Ireland Limited, Grange Newco LLC, and AP Grange Holdings, LLC 8-K 000-06217 10.1 6/4/2024 10.15^ Form of Amended and Restated Limited Liability Company Agreement of Grange Newco LLC by and among Grange Newco LLC, Intel Ireland Limited and AP Grange Holdings, LLC 8-K 000-06217 10.2 6/4/2024 Supplemental Details 113 Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File Number Exhibit Filing Date 10.16 † Offer Letter between Intel Corporation and David A. Zinsner dated January 6, 2022 8-K 000-06217 10.1 1/10/2022 10.17 † Offer Letter between Intel Corporation and Naga Chandrasekaran dated July 1 2 , 2024 X 10.18 † Intel Corporation Executive Officer Cash Severance Policy 8-K 000-06217 10.1 2/16/2024 10.19 † Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024 10-K 000-06217 2.2 1/31/2025 10.20 † Warrant and Common Stock Agreement, dated August 22, 2025 by and between Intel Corporation and the United States Department of Commerce 8-K 000-06217 10.1 8/25/2025 10.21 † Implementing Amendment to Direct Funding Agreement, dated August 27, 2025, by and between Intel Corporation and the United States Department of Commerc e. 8-K 000-06217 10.1 8/29/2025 10.22 † Retirement and Separation Agreement between Intel Corporation and Patrick Gelsinger, dated December 1, 2024 10-K 000-06217 10.20 1/31/2025 10.23 † Intel Corporation Executive Severance Plan 10-Q 000-06217 10.3 8/2/2024 10.24 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for annual performance-based RSUs granted to senior executives on or after January 1, 2025) 10-Q 000-06217 10.1 04/25/2025 10.25 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for annual RSUs granted to senior executives on or after January 1, 2025) 10-Q 000-06217 10.2 04/25/2025 10.26 † Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for annual performance-based RSUs granted to Lip-Bu Tan) 10-Q 000-06217 10.3 04/25/2025 10.27 † Intel Corporation Form of Option Agreement under the 2006 Equity Incentive Plan (for annual stock options granted to Lip-Bu Tan) 10-Q 000-06217 10.4 04/25/2025 10.28 † Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for new hire performance-based RSUs granted to Lip-Bu Tan on March 18, 2025) 10-Q 000-06217 10.5 04/25/2025 10.29 † Intel Corporation Option Agreement under the 2006 Equity Incentive Plan (for new hire performance-based stock options granted to Lip-Bu Tan on March 18, 2025) 10-Q 000-06217 10.6 4/25/2025 10.30 † Letter Agreement with Michelle Johnston Holthaus executed on February 28, 2025 8-K 000-06217 10.1 2/28/2025 10.31 † Offer Letter between Intel Corporation and Lip-Bu Tan dated, March 10, 2025 8-K 000-06217 10.1 3/14/2025 10.32 † Form of Limited Partnership Agreement to be entered into by and among Intel Corporation, Intel Americas, Inc., Altera Corporation, and SLP VII Gryphon Aggregator, L.P. 10-Q 000-06217 10.2 7/24/2025 10.33 † Amended and Restated Limited Partnership Agreement to be entered into by and among Intel Corporation, Intel Americas, Inc., Altera Corporation, and SLP VII Gryphon Aggregator, L.P. 10-Q 000-06217 10.4 11/6/2025 19.1 Intel's Insider Trading Policy X 19.2 Company Procedures for Transactions in Company Securities 10-K 000-06217 19.2 1/31/2025 21.1 Intel Corporation Subsidiaries X Supplemental Details 114 Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File Number Exhibit Filing Date 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm X 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act X 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act X 32.1 Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350 X 97.1 † Intel Corporation Compensation Recoupment Policy, effective October 2, 2023 10-K 000-06217 97.1 1/26/2024 101 Inline XBRL Document Set for the Consolidated Financial Statements and accompanying notes in Financial Statements and Supplemental Details X 104 Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 X † Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. †† Portions of this exhibit have been omitted pursuant to an order granting confidential treatment. ^ Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5)-(6) and Item 601(b)(10)(iv) of Regulation S-K. Supplemental Details 115 Form 10-K Cross-Reference Index Item Number Item Part I Item 1. Business: General development of business Pages 3 - 5 , 18 Description of business Pages 3 - 24 , 33 , 52 , 72 - 75 Available information Page 2 Item 1A. Risk Factors Pages 37 - 51 Item 1B. Unresolved Staff Comments None Item 1C. Cybersecurity Page 54 Item 2. Properties Pages 11 , 32 Item 3. Legal Proceedings Pages 102 - 105 Item 4. Mine Safety Disclosures None Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Pages 53 Item 6. [Reserved] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: Liquidity and capital resources Pages 29 - 32 Results of operations Pages 18 - 29 Critical accounting estimates Pages 34 - 36 , 65 - 72 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Pages 33 Item 8. Financial Statements and Supplementary Data Pages 56 - 108 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A. Controls and Procedures Page 109 Item 9B. Other Information Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934 Page 54 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None Part III Item 10. Directors, Executive Officers, and Corporate Governance Page 52 (a) Item 11. Executive Compensation (a) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Item 13. Certain Relationships and Related Transactions, and Director Independence (a) Item 14. Principal Accountant Fees and Services (a) Part IV Item 15. Exhibits and Financial Statement Schedules Pages 56 - 108 , 110 - 115 Item 16. Form 10-K Summary None Signatures Page 117 (a) Incorporated by reference to the applicable section of the 2026 Proxy Statement. Supplemental Details 116 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTEL CORPORATION Registrant By: /s/ LIP-BU TAN Lip-Bu Tan Chief Executive Officer and Director (Principal Executive Officer) January 22, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ LIP-BU TAN /s/ DAVID ZINSNER Lip-Bu Tan Chief Executive Officer and Director (Principal Executive Officer) David Zinsner Executive Vice President and Chief Financial Officer (Principal Financial Officer) January 22, 2026 January 22, 2026 /s/ SCOTT GAWEL Scott Gawel Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer) January 22, 2026 /s/ DR. CRAIG H. BARRATT /s/ JAMES J. GOETZ Dr. Craig H. Barratt James J. Goetz Director Director January 22, 2026 January 22, 2026 /s/ DR. ANDREA J. GOLDSMITH /s/ ALYSSA HENRY Dr. Andrea J. Goldsmith Alyssa Henry Director Director January 22, 2026 January 22, 2026 /s/ ERIC MEURICE /s/ BARBARA G. NOVICK Eric Meurice Barbara G. Novick Director Director January 22, 2026 January 22, 2026 /s/ STEVE SANGHI /s/ GREGORY D. SMITH Steve Sanghi Gregory D. Smith Director Director January 22, 2026 January 22, 2026 /s/ STACY J. SMITH /s/ DION J. WEISLER Stacy J. Smith Dion J. Weisler Director Director January 22, 2026 January 22, 2026 /s/ FRANK D. YEARY Frank D. Yeary Chair of the Board and Director January 22, 2026 Supplemental Details 117