10-Q – 2026-07-24 – intc-20260627.htm

Controls and Procedures
Inherent Limitations on Effectiveness of Controls
Our management, including the 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 Securities Exchange Act of 1934, as amended (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 June 27, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Issuer Purchases of Equity Securities
We have an ongoing authorization, originally approved by our Board of Directors in 2005 and subsequently amended on October 24, 2019, to repurchase shares of our common stock in open market or negotiated transactions. No shares were repurchased during the quarter ended June 27, 2026. As of June 27, 2026, we were authorized to repurchase up to $110.0 billion, of which $7.2 billion remained available.
We issue RSUs as part of our equity incentive plans. In our Consolidated Condensed Financial Statements, we treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase program.

Rule 10b5-1 Trading Arrangements
Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 27, 2026, no such plans or arrangements were adopted or terminated , including by modification.

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Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934
Section 13(r) of the Exchange Act requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions, or dealings with individuals or entities subject to specific U.S. economic sanctions during the reporting period, even when the activities, transactions, or dealings are conducted in compliance with applicable law. On March 2, 2021, the U.S. Secretary of State designated the FSB as a party subject to one such sanction. Though Intel has suspended sales in Russia, there may be a need to file documents or engage with the FSB as Intel winds up our local Russian offices. All such dealings are explicitly authorized by General License 1B issued by the U.S. Department of the Treasury’s OFAC, and there are no gross revenues or net profits directly associated with any such dealings by us with the FSB.

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Exhibits

    Incorporated by Reference  
Exhibit
Number Exhibit Description Form File Number Exhibit Filing
Date Filed or Furnished Herewith
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 Twenty-First Supplemental Indenture, dated as of April 30, 2026, 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 4/30/2026
10.1 †
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 13, 2026
X
10.2 †
Intel Corporation 2006 Employee Stock Purchase Plan, as amended and restated, effective May 13, 2026
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
101 Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed 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.

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Form 10-Q Cross-Reference Index

Item Number Item
Part I - Financial Information
Item 1. Financial Statements Pages 3 - 27

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operations Pages 30 - 38

Liquidity and capital resources Pages 39 - 40

Critical accounting estimates Not applicable

Item 3. Quantitative and Qualitative Disclosures About Market Risk Page 41

Item 4. Controls and Procedures Page 41

Part II - Other Information
Item 1. Legal Proceedings Pages 22 - 25

Item 1A. Risk Factors Page 41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 41

Item 3. Defaults Upon Senior Securities Not applicable
Item 4. Mine Safety Disclosures Not applicable
Item 5. Other Information

Rule 10b5-1 Trading Arrangements Page 41

Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 Page 42

Item 6. Exhibits Page 43

Signatures Page 45

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  INTEL CORPORATION
(Registrant)

Date: July 23, 2026
  By:   /s/ DAVID ZINSNER
    David Zinsner
    Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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