INTEL CORP

We face significant and persistent cybersecurity risks as a developer of leading-edge manufacturing processes and widely utilized semiconductor products. We are committed to maintaining robust governance and oversight of cybersecurity risks and to implementing mechanisms, controls, technologies and processes designed to help us assess, identify and manage these risks. See "Risk Factors" for more information on our cybersecurity risks and product vulnerability risks. While we have not, as of the date of this Form 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future. We have seen an increase in cyberattack volume, frequency and sophistication. Our cybersecurity program and governance approach are designed to protect our network and information systems, and we have policies, procedures, processes and controls in place to identify, manage and respond to risks from cybersecurity threats. We seek to detect and investigate unauthorized attempts and attacks against our network, products and services and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and tools and changes or updates to our products and services; however, we remain potentially vulnerable to known or unknown threats. In some instances, we, our suppliers, our customers and the users of our products and services can be unaware of a threat or incident or its magnitude and effects. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators, which could subject us to additional liability and reputational harm.

We aim to incorporate industry best practices throughout our cybersecurity program. Our cybersecurity program includes written policies, standards and procedures for information security, product security, data protection and privacy; is designed to be aligned with applicable industry standards; and is assessed annually by independent third-party auditors. Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies and other processes to assess, identify, manage and address material cybersecurity threats, risks and incidents. These include, among other things: annual and ongoing security awareness training for employees; mechanisms to detect and monitor unusual network activity; and containment and incident response tools. We actively engage with industry groups for benchmarking and awareness of best practices. We monitor issues that are internally discovered or externally reported and have processes to assess those issues for potential cybersecurity impact or risk. We also have a process in place to manage cybersecurity risks associated with third-party service providers. We impose security requirements upon our suppliers, including: maintaining an effective security management program; abiding by information handling and asset management requirements; and notifying us in the event of any known or suspected cyber incident.

Our Board of Directors has ultimate oversight of cybersecurity risk, which it manages as part of our enterprise risk management program. That program is utilized in making decisions with respect to company priorities, resource allocations and oversight structures. The Board of Directors is assisted by the Audit & Finance Committee, which regularly reviews our cybersecurity program with management and reports to the Board of Directors. Cybersecurity reviews by the Audit & Finance Committee or the Board of Directors generally occur at least twice annually, or more frequently as determined to be necessary or advisable. A number of Intel directors have experience in assessing and managing cybersecurity risk.

Our cybersecurity program is run by our CISO, who reports to our CIO. Our CISO is informed about and monitors prevention, detection, mitigation and remediation efforts through regular communication and reporting from professionals in the information security team—many of whom hold cybersecurity certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager—and through the use of technological tools and software and results from third-party audits. Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in that position since 2015 and, before Intel, was the Chief Security Officer at McAfee and the Chief Information Officer and CISO for the U.S. House of Representatives. Our CISO regularly reports directly to the Audit & Finance Committee or the Board of Directors on our cybersecurity program and efforts to prevent, detect, mitigate and remediate issues. In addition, we have an escalation process in place to inform senior management and the Board of Directors of material issues.

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 US 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 Federal Security Service of the Russian Federation (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 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 Office of Foreign Assets Control (OFAC), and there are no gross revenues or net profits directly associated with any such dealings by us with the FSB.

On April 15, 2021, the U.S. Department of the Treasury designated Pozitiv Teknolodzhiz, AO (Positive Technologies), a Russian IT security firm, as a party subject to one of the sanctions specified in Section 13(r). Prior to the designation, we communicated with Positive Technologies regarding its IT security research and coordinated disclosure of security vulnerabilities identified by the firm. Based on a license issued by OFAC, we resumed such communications. There are no gross revenues or net profits directly associated with any such activities. We plan to continue these communications in accordance with the terms and conditions of the OFAC license.

We have defined certain terms and abbreviations used throughout our Form 10-K in "Key Terms" within this section.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Intel Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Intel Corporation (the Company) as of December 27, 2025 and December 28, 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 27, 2025 and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

/s/Ernst & Young LLP

We have served as the Company's auditor since 1968.

San Jose, California

January 22, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Intel Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Intel Corporation's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Intel Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 27, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated January 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

January 22, 2026

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders' Equity

1 We made a cumulative-effect adjustment to the opening balance of retained earnings upon adopting ASU 2023-08 in 2025.

2 Includes $110 million of allocated proceeds to warrants from the U.S. Government Agreement we entered into in August 2025.

Notes to Consolidated Financial Statements

We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2025, 2024 and 2023 were 52-week fiscal years. Fiscal 2026 is a 52-week fiscal year. Our Consolidated Financial Statements include the accounts of Intel and our wholly owned and majority-owned subsidiaries, which include entities consolidated under the variable interest and voting interest models. We have eliminated intercompany accounts and transactions.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

Revenue Recognition

We recognize net product revenue when we satisfy performance obligations as evidenced by the transfer of control of our products or services to customers. Substantially all of our revenue is derived from product sales. Our products often include a software component, such as firmware, that is highly interdependent and interrelated with the product and is substantially accounted for as a combined performance obligation. In accordance with contract terms, the revenue for combined performance obligations and standalone product sales is recognized at the time of product shipment from our facilities or delivery to the customer location, as determined by the agreed-upon shipping terms.

We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products or services. Variable consideration is estimated and reflected as an adjustment to the transaction price. We determine variable consideration, which consists primarily of various sales price concessions, by estimating the most likely amount of net consideration we expect to receive from the customer based on historical analysis of customer purchase volumes. Sales rebates earned by customers are offset against their receivable balances. Rebates earned by customers when they do not have outstanding receivable balances are recorded within other accrued liabilities.

We make payments to our customers through cooperative advertising programs for marketing activities for some of our products. We generally record the payment as a reduction in revenue in the period that the revenue is earned, unless the payment is for a distinct service, which we record as an expense when the marketing activities occur.

Long-Lived Assets

We compute depreciation using the straight-line method over the estimated useful life of assets. We also capitalize interest on borrowings related to eligible capital expenditures. Capitalized interest is added to the cost of qualified assets and depreciated over the estimated useful life.

At least annually, we evaluate the period over which we expect to recover the economic value of our property, plant and equipment, considering factors such as the process technology cadence between node transitions, changes in machinery and equipment technology and re-use of machinery and tools across each generation of process technology. As we make manufacturing process conversions and other factory planning decisions, we use assumptions involving the use of management judgments regarding the remaining useful lives of assets, primarily process-specific semiconductor manufacturing tools and building improvements. When we determine that the useful lives of assets are shorter or longer than we had originally estimated, we adjust the rate of depreciation to reflect the assets' revised useful lives.

Assets are categorized and evaluated for impairment at the lowest level of identifiable cash flows. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in our use and fungibility of the assets. If the carrying value of an asset grouping is not recoverable through the related undiscounted cash flows, the fair value of the asset grouping must be determined. An impairment is recognized if the carrying value of the asset grouping exceeds the determined fair value.

Identified Intangible Assets

We amortize intangible assets, including internal-use software, that are subject to amortization using the straight-line method over their estimated useful lives. We perform periodic reviews of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable. An impairment is recognized if the carrying amount is not recoverable and exceeds the determined fair value. These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. Periodically, we also evaluate the estimated remaining useful lives of intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. We may adjust the period over which these assets are amortized to reflect the period over which they are expected to contribute to our cash flows.

Goodwill

We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. We have five reporting units with allocated goodwill, which generally align to our operating segments. We reevaluate our identified reporting units annually or when triggered, such as upon reorganization of our operating segments or due to business reasons that result in material changes as to how our reporting units are organized and managed. Impairment assessments may be qualitative or quantitative in nature. A quantitative assessment is required if we determine, based on a qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying value, or if there are material changes to the structure of our reporting units. The reporting unit's carrying value used in an impairment assessment represents the allocation of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments and debt.

Our qualitative assessment considers industry and market considerations, overall financial performance and other relevant events and factors affecting the reporting unit or Intel as a whole. Our quantitative impairment assessment considers both the market approach and the income approach to estimate a reporting unit's fair value. The market approach estimates fair value using financial multiples and transaction prices of comparable companies. The income approach estimates fair value using a discounted cash flow analysis which includes estimates for market segment growth rates, our assumed market segment share, estimated gross margins, operating expenses and discount rates based on a reporting unit's weighted average cost of capital, among others. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. These estimates change from year to year based on operating results, market conditions and other factors and could materially affect the determination of the fair value and potential goodwill impairment for each reporting unit. Our quantitative assessment is sensitive to changes in underlying estimates and assumptions, the most sensitive of which is the discount rate.

We compute inventory cost on a first-in, first-out basis. Our process and product development life cycle corresponds with substantive engineering milestones. These engineering milestones are regularly and consistently applied in assessing the point at which our activities and associated costs change in nature from R&D to cost of sales, and when cost of sales can be capitalized as inventory.

For a product to be manufactured in high volumes and sold to our customers under our standard warranty, it must meet our rigorous technical quality specifications. We have identified the start of manufacturing volume for sale to customers as the point at which the costs incurred to manufacture our products are included in the valuation of inventory. Prior to the start of manufacturing volume for sale to customers, costs that do not meet the criteria for R&D are included in cost of sales in the period incurred.

The valuation of inventory includes determining which fixed production overhead costs can be included in inventory based on the normal capacity of our manufacturing and assembly and test facilities. We apply our historical loading compared to our total available capacity to determine our expectations of normal capacity level. If the factory loading is below the established normal capacity level, a portion of our fixed production overhead costs would not be included in the cost of inventory; instead, it would be recognized as cost of sales in that period. We refer to these costs as excess capacity charges. Excess capacity charges were $493 million in 2025, $174 million in 2024 and $834 million in 2023.

Inventory is valued at the lower of cost or net realizable value, based upon assumptions about future demand and market conditions. Product-specific facts and circumstances reviewed in the inventory valuation process include a review of our customer base, the stage of the product life cycle, variations in market pricing and an assessment of selling price in relation to product cost. Lower of cost or net realizable value inventory reserves fluctuate as we ramp new process technologies, with costs generally improving over time due to scale and improved yields. Additionally, inventory valuation is impacted by cyclical changes in market conditions and the associated pricing environment.

The valuation of inventory also requires us to estimate obsolete and excess inventory, as well as inventory that is not of saleable quality. We use a demand forecast to develop our short-term manufacturing plans to enable consistency between inventory valuations and build decisions. For certain new products, we have limited historical data when developing these demand forecasts. We compare the estimate of future demand to work-in-process and finished goods inventory levels to determine the amount, if any, of obsolete or excess inventory. When our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we write off amounts considered to be excess inventory.

Government Incentives

Government incentives, including cash grants and refundable tax credits, are recognized when there is reasonable assurance that the incentive will be received and we will comply with the conditions specified in the agreement or statutory requirements. We record capital-related incentives as a reduction toproperty, plant and equipment, net within our Consolidated Balance Sheets and recognize a reduction to depreciation expense over the useful life of the corresponding acquired asset. We record operating-related incentives as a reduction to expense in the same period and in the same line item on the Consolidated Statements of Operations as the expenditure for which the incentive is intended to compensate.

Equity Issuances

We recognize equity issuances on the settlement date, which is the date on which legal ownership transfers to the investor. We measure equity issuances at fair value on the settlement date determined using observable market prices of our common stock. If shares are issued at a discount to market price, we determine whether the discount represents other rights conveyed in the contract and, if not, record at the transacted amounts.

We may enter into financial instruments providing for the issuance of our common stock at future dates. These financial instruments are evaluated for classification and are included in equity within our Consolidated Balance Sheets based on their terms and conditions if the criteria for equity classification is met.

Direct and incremental costs incurred in connection with the issuances of equity or equity-classified instruments are recorded as a reduction to our capital in excess of par value.

Earnings Per Share

Basic earnings (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share includes the impact of potentially dilutive securities, such as stock options, RSUs, warrants and Escrowed Shares, when the effect of including these securities is not anti-dilutive. The treasury stock method is applied to equity incentive plans and contractual issuances, while the if-converted method is used for instruments with conversion features. Shares are included in basic earnings (loss) per share only when they are no longer contingently issuable with weighted share impacts calculated based upon the date the contingency ends. Diluted earnings (loss) per share is adjusted for changes in fair value of derivative liabilities associated with shares released from escrow during the year.

Fair Value

When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. Our financial assets are measured and recorded at fair value on a recurring basis, except for equity securities measured using the measurement alternative, equity method investments, certain other receivables and grants receivable. We assess fair value hierarchy levels for our issued debt and fixed-income investment portfolio based on the underlying instrument type.

The three levels of inputs that may be used to measure fair value are:

▪Level 1. Quoted prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active.

▪Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We use yield curves, overnight indexed swap curves, currency spot and forward rates and credit ratings as significant inputs in our valuations. Level 2 inputs also include non-binding market consensus prices, as well as quoted prices that were adjusted for security-specific restrictions. When we use non-binding market consensus prices, we corroborate them with quoted market prices for similar instruments or compare them to output from internally developed pricing models such as discounted cash flow models.

▪Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help confirm that the fair value measurements are reasonable and consistent with market experience in similar asset and liability classes. Level 3 inputs also include non-binding market consensus prices, non-binding broker quotes and probability-weighted outcomes that we are unable to corroborate with observable market data.

Equity Investments

We regularly invest in equity securities of public and private companies to promote business and strategic objectives. Equity investments are measured and recorded as follows:

▪Marketable equity investments are equity securities with RDFV that are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through our Consolidated Statements of Operations.

▪Non-marketable equity investments are equity securities without RDFV that are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Changes in carrying value of non-marketable equity investments are recorded through our Consolidated Statements of Operations.

▪Equity method investments are equity securities in investees we do not control but over which we have the ability to exercise significant influence. Equity method investments are measured at cost minus impairment, if any, plus or minus our share of equity method investee income or loss. Our proportionate share of the income or loss from equity method investments is typically recognized on a one-quarter lag in our Consolidated Statements of Operations due to investee reporting cycle timing.

Realized and unrealized gains and losses resulting from changes in fair value or the sale of our equity investments are recorded ingains (losses) on equity investments, net. The carrying value of our non-marketable equity investments is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities in an orderly transaction by the same issuer. Determining whether an observed transaction is similar to a security within our portfolio requires judgment based on the rights and preferences of the securities.

Non-marketable equity investments and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. Our quarterly impairment analysis considers both qualitative and quantitative factors. When indicators of impairment exist, we prepare quantitative assessments of the fair value of our non-marketable equity investments using both the market and income approaches.

▪Non-marketable equity investments are tested for impairment using a qualitative model similar to the model used for goodwill and property, plant and equipment. Upon determining that an impairment may exist, the security's fair value is calculated and compared to its carrying value, and an impairment is recognized immediately if the carrying value exceeds the fair value.

▪Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below carrying value and our ability and intent to hold the investment for a sufficient period of time to allow for recovery.

Impairments of non-marketable equity investments are recorded ingains (losses) on equity investments, net.

Derivative Financial Instruments

Our primary objective for holding derivative financial instruments is to manage currency exchange rate risk and interest rate risk, and, to a lesser extent, equity market risk, commodity price risk and credit risk. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We also enter into collateral security arrangements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. For presentation on our Consolidated Balance Sheets, we do not offset fair value amounts recognized for derivative instruments under master netting arrangements. Our derivative financial instruments, including related collateral amounts, are presented at fair value on a gross basis in our Consolidated Balance Sheets and are included inother current assets, other long-term assets, other accrued liabilitiesor other long-term liabilities.

Cash flow hedges use foreign currency contracts, such as currency forwards and currency swaps, to hedge exposures for variability in the U.S.-dollar equivalent of non-U.S.-dollar-denominated cash flows associated with our forecasted operating and capital purchases spending.

The after-tax gains or losses from the effective portion of a cash flow hedge are reported as a component ofaccumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the Consolidated Statements of Operations as the impact of the hedge transaction. For foreign currency contracts hedging our capital purchases, forward points are excluded from the hedge effectiveness assessment, and are recognized in earnings in the same income statement line item used to present the earnings effect of the hedged item. If the cash flow hedge transactions become improbable, the corresponding amounts deferred inaccumulated other comprehensive income (loss) would be immediately reclassified tointerest and other, net. Cash flows associated with these derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item.

Fair value hedges use interest rate contracts, such as interest rate swaps, to hedge against changes in the fair value of certain of our fixed-rate indebtedness attributable to changes in the benchmark interest rate. The gains or losses on these hedges, as well as the offsetting losses or gains related to the changes in the fair value of the underlying hedged item attributable to the hedged risk, are recognized in earnings in the current period, primarily ininterest and other, net. Cash flows associated with these derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item.

Non-designated hedges use foreign currency contracts to economically hedge the functional currency equivalent cash flows of recognized monetary assets and liabilities, and non-U.S.-dollar-denominated debt investment instruments that we reference in this paragraph and the Debt Investments section below as hedged investments. We also use interest rate contracts to economically hedge interest rate risk related to our U.S.-dollar-denominated fixed-rate debt investments that we also reference as hedged investments. Lastly, certain of our contractual arrangements contain terms that meet the definition of a derivative and require bifurcation from the host contract. The change in fair value of these non-designated derivatives is recorded through earnings in the line item on the Consolidated Statements of Operations to which the derivatives most closely relate, primarily ininterest and other, net and changes in the fair value of the underlying assets and liabilities associated with the hedged risk are generally offset by the changes in the fair value of the related derivatives.

Debt Investments

Debt investments include investments in corporate debt, government debt and financial institution instruments. Unhedged debt investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents. Unhedged debt investments with original maturities at the date of purchase greater than approximately three months and all economically hedged debt investments are classified asshort-term investments, as they represent the investment of cash available for current operations.

For certain of our marketable debt investments, we economically hedge market risks at inception with a related derivative instrument, or the marketable debt investment itself is used to economically hedge currency exchange rate risk from remeasurement. These hedged investments are reported at fair value. Gains or losses on these investments arising from changes in fair value due to interest rate and currency market fluctuations and credit market volatility, largely offset by losses or gains on the related derivative instruments and balance sheet remeasurement, are recorded ininterest and other, net. Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded inaccumulated other comprehensive income (loss). We determine the cost of the investment sold at the individual security level and record the interest income and realized gains or losses on the sale of these investments ininterest and other, net.

Unhedged debt investments are subject to periodic impairment reviews. For investments in an unrealized loss position, we determine whether a credit loss exists by considering information about the collectability of the instrument, current market conditions and reasonable and supportable forecasts of economic conditions. We recognize an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and write down the amortized cost basis of the investment if it is more likely than not we will be required or we intend to sell the investment before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized ininterest and other, net and unrealized losses not related to credit losses are recognized inaccumulated other comprehensive income (loss).

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of investments in debt instruments, derivative financial instruments, reverse repurchase agreements and trade and other receivables. We generally place investments with high-credit-quality counterparties and, by policy, we limit the amount of credit exposure to any one counterparty based on our analysis of that counterparty's relative credit standing. As required per our investment policy, substantially all of our investments in debt instruments are in investment-grade instruments. Credit-rating criteria for derivative instruments are similar to those for other investments.

We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. Due to master netting arrangements, the amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which the counterparty's obligations exceed our obligations with that counterparty. As of December 27, 2025 and December 28, 2024, our total credit exposure to any single counterparty, excluding money market funds invested in U.S. treasury and U.S. agency securities and reverse repurchase agreements collateralized by treasury and agency securities, did not exceed $5.2 billion and $1.4 billion, respectively. To further reduce credit risk, we enter into collateral security arrangements with certain of our derivative counterparties and obtain and secure collateral from counterparties against obligations, including securities lending transactions when we deem it appropriate. Cash collateral exchanged under our collateral security arrangements is included inother current assets, other long-term assets, other accrued liabilities orother long-term liabilities. For reverse repurchase agreements collateralized by other securities, we do not record the collateral as an asset or a liability unless the collateral is repledged.

A majority of our trade receivables are derived from sales to OEMs and ODMs. We also have accounts receivable derived from sales to industrial and communications equipment manufacturers in the computing and communications industries. We believe the net accounts receivable balances from our three largest customers (47% as of December 27, 2025 and December 28, 2024) do not represent a significant credit risk, based on cash flow forecasts, balance sheet analysis and past collection experience.

We have adopted credit policies and standards intended to accommodate industry growth and inherent risk. We believe credit risks are moderated by the financial stability of our major customers. We assess credit risk through quantitative and qualitative analysis. From this analysis, we establish shipping and credit limits and determine whether we will seek to use one or more credit support protection devices, such as obtaining a parent guarantee, standby letter of credit or credit insurance.

Variable Interest Entities

We have economic interests in entities that are VIEs. If we conclude we are the primary beneficiary of the VIE, we are required to consolidate the entity in our financial statements. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide services to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary.

Non-Controlling Interests

Our Consolidated Financial Statements include the accounts of majority-owned subsidiaries consolidated under the variable interest and voting interest models. Non-controlling interests represent the portion of equity not attributable to Intel and are reported as a separate component of equity, net of tax and transaction costs, on our Consolidated Balance Sheets. The classification of non-controlling interests as a component of equity is determined based on the specific rights and obligations associated with the instruments held by minority interest holders. Net income (loss) and comprehensive income (loss) for majority-owned subsidiaries are attributed to Intel and to non-controlling interest holders on our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) based on respective ownership percentages. We account for changes in ownership of our majority-owned subsidiaries as equity transactions when we retain a controlling financial interest.

Business Combinations

We allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions based on their estimated fair values at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:

▪inventory; property, plant and equipment; pre-existing liabilities or legal claims; and contingent consideration; each as may be applicable;

▪intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates and our assumed market segment share, as well as the estimated useful life of intangible assets;

▪deferred tax assets and liabilities, uncertain tax positions and tax-related valuation allowances, which are initially estimated as of the acquisition date; and

▪goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

Our assumptions and estimates are based upon comparable market data and information obtained from our management and the management of the acquired companies. These assumptions and estimates are used to value assets acquired and liabilities assumed, and to allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. During the measurement period, which may be up to one year from the business acquisition date, we may recognize adjustments to the assets acquired, liabilities assumed and related goodwill.

Employee Equity Incentive Plans

We grant service-based RSUs, stock options and performance-based RSUs, called PSUs, which are subject to a combination of service, performance and/or market conditions. We estimate the fair value of RSUs and PSUs with a service or performance condition using the value of our common stock on the date of grant, reduced by the present value of any dividends expected to be paid on our shares of common stock prior to vesting. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. The fair value of PSUs with a market condition is estimated using a Monte Carlo simulation model as of the date of grant.

For service-based stock awards, compensation expense is recognized over the service period of the award using the straight-line method. For PSUs with performance or market conditions, compensation expense is recognized ratably for each vesting tranche from the service inception date to the end of the requisite service period. For PSUs that include a performance condition, expense is recognized based on the probable outcome of the performance conditions. For PSUs that contain only a market condition, expense is recognized regardless of whether the market condition is ultimately satisfied. Share-based compensation expense is recognized net of forfeitures.

Under our Employee Stock Purchase Plan (2006 ESPP), eligible employees may purchase common stock at 85% of the fair market value on the last trading day of each six-month offering period. The 15% discount is included in the estimate of fair value as of the offering period start date and recognized as compensation expense over the offering period.

Upon exercise, cancellation, forfeiture or expiration of stock options, or upon vesting or forfeiture of other awards, we eliminate deferred tax assets for awards with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a separate award.

For the majority of awards granted, the number of shares of common stock issued on the date the awards vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. The obligation to pay the relevant taxing authority is contingent upon continued employment. In addition, the amount of the obligation is unknown, as it is based in part on the market price of our common stock when the awards vest.

Income Taxes

We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.

We assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Recovery of a portion of our deferred tax assets is affected by management's plans with respect to holding or disposing of certain investments; therefore, such changes could also affect our future provision for taxes.

We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to unrecognized tax benefits within theprovision for (benefit from) taxes on the Consolidated Statements of Operations.

We recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. We have recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of certain non-U.S. earnings or for outside basis differences in our subsidiaries, because we do not plan to indefinitely reinvest such earnings and basis differences. Remittances of non-U.S. earnings are based on estimates and judgments of projected cash flow needs, as well as the working capital and investment requirements of our non-U.S. and U.S. operations. Material changes in our estimates of cash, working capital and investment needs in various jurisdictions could require repatriation of indefinitely reinvested non-U.S. earnings, which could be subject to applicable non-U.S. income and withholding taxes.

Leases

Leases consist of real property and machinery and equipment. Our lease terms may include options to extend or terminate when it is reasonably certain that we will exercise such options. For leases for supplier capacity, we account for the lease and non-lease components as a single lease component. For all other leases, we account for the lease and non-lease components separately and do not include the non-lease components in our leased assets and corresponding liabilities. Payments on leases may be fixed or variable, and variable lease payments are based on output of the underlying leased assets.

Loss Contingencies

We are subject to loss contingencies, including various legal and regulatory proceedings, asserted and potential claims, liabilities related to repair or replacement of parts in connection with product defects, as well as product warranties and potential asset impairments that arise in the ordinary course of business and are subject to change, including due to sudden or rapid developments in proceedings or claims. An estimated loss from such contingencies is recognized as a charge to income if it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We evaluate developments that could affect prior disclosures or previously accrued liabilities, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of, a loss related to such matters. If one or more of these matters were resolved against us for amounts in excess of management's estimates of losses, our results of operations and financial condition could be materially adversely affected.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This ASU is intended to improve transparency by requiring entities to disclose, in the notes to the financial statements, a disaggregation of certain expense categories that are included within the line items presented on the face of the income statement. The standard is effective for our annual reporting period beginning in 2027 and for interim reporting periods beginning in 2028, with early adoption permitted. The standard may be applied either prospectively or retrospectively, with early adoption permitted. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on the preparation of our financial statement disclosures.

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Non-cash Consideration from a Customer in a Revenue Contract." This update excludes from derivative accounting non exchange-traded contracts with an underlying based on operations or activities specific to one of the parties to the contract. Additionally, this update clarifies the application of Topic 606 to a contract with share-based non-cash consideration from a customer for the transfer of goods or services. The standard is effective for our annual and interim reporting periods beginning in 2027, with early adoption permitted. The standard may be applied using a prospective or modified retrospective transition approach. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on our financial statements.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities." This update establishes authoritative guidance on the accounting for government grants received by business entities. The standard is effective for our annual and interim reporting periods beginning in 2029, with early adoption permitted. The standard may be applied using a modified prospective, modified retrospective or full retrospective transition approach. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on our financial statements.

In the first quarter of 2025, we made an organizational change to integrate our NEX business into CCG and DCAI and modified our segment reporting to align to this and certain other business reorganizations. All prior period segment data have been retrospectively adjusted to reflect the way our CODM internally receives information and manages and monitors our operating segment performance starting in fiscal year 2025. Additionally, effective September 12, 2025, we completed the divestiture of 51% of Altera. As of that date, Altera's results of operations are no longer included in our consolidated or segment results. Altera's financial results were included within our "all other" category for all periods presented through September 11, 2025. There are no changes to our Consolidated Financial Statements for any prior periods resulting from our organizational change in the first quarter of 2025 or the Altera transaction, which is further described below.

We organize our business as follows:

▪Intel Products:

▪Client Computing Group (CCG)

▪Data Center and AI (DCAI)

▪Intel Foundry

▪All Other:

▪Mobileye

▪Other

CCG, DCAI and Intel Foundry qualify as reportable operating segments. When we enter into federal contracts, they are aligned to the sponsoring operating segment.

The accounting policies applied to our segments follow those applied to Intel as a whole. A summary of the basis for which we report our operating segment revenues and operating margin is as follows:

Intel Products: CCG and DCAI

▪Segment revenue: consists of revenues from external customers. Our Intel Products operating segments represent most of Intel consolidated revenue and are derived from our principal products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package, which are based on Intel architecture.

▪Segment expenses: consists of intersegment charges for product manufacturing and related services from Intel Foundry, external foundry and other manufacturing expenses, product development costs, allocated expenses as described below and direct operating expenses.

▪Segment revenue: consists substantially of intersegment product and services revenue for wafer fabrication, substrates and other related products and services sold to Intel Products and certain other Intel internal businesses. We recognize intersegment revenue based on the completion of performance obligations. Product revenue is recognized upon transfer of ownership, which is generally at the completion of wafer sorting. Backend service revenue is recognized upon the completion of assembly and test milestones, which approximates the recognition of revenue over the service period. Intersegment sales are recorded at prices that are intended to approximate market pricing. Intel Foundry also includes certain third-party foundry and assembly and test revenues from external customers that totaled $307 million in 2025, $159 million in 2024 and $547 million in 2023.

▪Segment expenses: consists of direct expenses for technology development, product manufacturing and services provided by Intel Foundry to internal and external customers, allocated expenses as described below and direct operating expenses. Direct expenses for product manufacturing include excess capacity charges, if any.

Our "all other" category includes the results of operations from other non-reportable segments, including our Mobileye business, our IMS business, start-up businesses that support our initiatives and historical results of operations from divested businesses, including Altera. Effective September 12, 2025, Altera, previously a wholly-owned subsidiary, was deconsolidated from our Consolidated Financial Statements following the closing of the sale of 51% of Altera's issued and outstanding common stock. Altera's financial results of operations were included in our "all other" category through September 11, 2025. As of September 12, 2025, our retained interest in Altera is accounted for as an equity method investment. See "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements for further information. The financial results of our "all other" category include intersegment product and services revenue and intersegment expenses primarily between Altera and our Intel Foundry segment during the periods in which we consolidated Altera.

We allocate operating expenses from our sales and marketing group to the Intel Products operating segments and allocate substantially all our operating expenses from our general and administration groups to our reportable operating segments.

We estimate that the substantial majority of our consolidated depreciation expense was incurred by Intel Foundry in 2025, 2024 and 2023. Intel Foundry depreciation expense is substantially included in overhead cost pools and then combined with other costs, and subsequently absorbed into inventory as each product passes through the manufacturing process and is sold to Intel Products or other customers. As a result, it is impracticable to determine the total depreciation expense included as a component of each Intel Products operating segment's operating income (loss).

We do not allocate the following corporate operating expenses to our operating segments:

▪restructuring and other charges;

▪share-based compensation; and

▪certain acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.

We do not allocate the following non-operating items to our operating segments:

▪gains and losses from equity investments;

▪interest and other, net; and

▪income taxes.

Our CEO is our CODM. The CODM uses segment revenue and segment operating income (loss) to evaluate each segment's performance and allocate resources. These financial measures are utilized during our budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, capital investments and personnel across all operating segments. Segment operating results regularly reviewed by our CODM also include total cost of sales and operating expenses directly attributable to each segment. Prior to the second quarter of 2025, our CODM regularly reviewed cost of sales and operating expenses, on a discrete basis, attributable to each segment. We have recast prior period segment operating results to reflect the significant segment-level expenses as currently reviewed by our CODM. We centrally manage all procurement, treasury and asset management functions across the enterprise and do not maintain separate balance sheets by segment within our systems of record, nor does our CODM receive total asset information by segment for purposes of assessing segment performance and allocating resources.

Intersegment eliminations: Intersegment sales and related gross profit on inventory recorded at the end of the period or sold through to third-party customers is eliminated for consolidation purposes. The Intel Products operating segments and Intel Foundry are meant to reflect separate fabless semiconductor and foundry companies, respectively. Thus, certain intersegment activity is captured within the intersegment eliminations upon consolidation and presented at the Intel consolidated level. This activity primarily relates to inventory reserves, which are determined and recorded based on our accounting policies for Intel as a whole but are only recorded by the Intel Products operating segments upon transfer of inventory from Intel Foundry. If a reserve is identified that relates to neither Intel Products operating segments nor Intel Foundry, the reserve is recognized as activity within the intersegment eliminations for Intel on a consolidated basis.

Net revenue, cost of sales and operating expenses and operating income (loss) for each annual period presented were as follows:

Corporate Unallocated Expenses

Corporate unallocated expenses include certain operating expenses not allocated to specific operating segments. The nature of these expenses may vary, but primarily consist of restructuring and other charges, share-based compensation and certain acquisition-related costs.

1 See "Note 7: Restructuring and Other Charges" within Notes to Consolidated Financial Statements for further information.

Concentration of Revenue

In 2025, substantially all of the revenue from our three largest customers was generated from the sale of platforms and other components by our Intel Products operating segments. Our three largest customers accounted for the following percentages of our net revenue:

Net revenue by region, based on the billing location of the customer, was as follows:

Semiconductor Co-Investment Program

Ireland SCIP

In the second quarter of 2024, we closed a transaction with Apollo involving the sale of 49% of our interest in an Irish limited liability company (Ireland SCIP) for net proceeds of $11.0 billion, which increased our capital in excess of par value. We consolidate the results of Ireland SCIP, a VIE, into our Consolidated Financial Statements because we are the primary beneficiary. Generally, distributions will be received from Ireland SCIP based on each investor's respective ownership of Ireland SCIP, of which Intel's is 51%. Ireland SCIP has rights to factory output of an Intel owned wafer fabrication plant in Ireland (Fab 34) and rights to resell the factory output to us. We retain sole ownership of Fab 34 and we are engaged as the Fab 34 operator in exchange for variable payments from Ireland SCIP based on the related factory output.

We are required to substantially complete construction of Fab 34 in accordance with contractual parameters and timelines or we will be required to pay delay-related liquidated damages to Apollo, the other investor, beginning in 2026, not to exceed $1.1 billion in total. As of December 27, 2025 and December 28, 2024, we expected certain construction milestones for Fab 34 would be delayed as we refined our near-term production capacity requirements and related capital outlays relative to those that are required per the Ireland SCIP agreement. As a result, in 2024 we recognized a loss of $755 million within interest and other, netfrom the change in fair value of the liquidated damage provisions, which qualify as a non-designated derivative we recognized within other accrued liabilitiesfor $179 million andother long-term liabilitiesfor $576 million as of December 27, 2025 ($755 million inother long-term liabilities as of December 28, 2024). Refer to "Note 16: Derivative Financial Instruments" within Notes to Consolidated Financial Statements for additional information. Though we expect certain construction delays in the near term, we intend to complete construction of Fab 34. We will be required to purchase minimum quantities of the related factory output from Ireland SCIP, or we will be subject to certain volume-related damages payable to Ireland SCIP, beginning at the earlier of when construction is complete or the third quarter of 2027.

As of December 27, 2025 and December 28, 2024, other than cash and cash equivalents held by Ireland SCIP, substantially all of the remaining assets and liabilities of Ireland SCIP were eliminated in our Consolidated Balance Sheets.

Arizona SCIP

We consolidate the results of an Arizona limited liability company (Arizona SCIP), a VIE, into our Consolidated Financial Statements because we are the primary beneficiary. Contributions and distributions made between Arizona SCIP and investors are generally made based on our and Brookfield's proportional ownership interest in Arizona SCIP.

We are the primary beneficiary oftwo new chip factories still partially under construction by Arizona SCIP; we have the right to direct how and for what purpose the underlying assets will be used and to purchase 100% of the wafer output. During the year ended December 27, 2025, Arizona SCIP placed the first tranche of manufacturing assets into service, making the assets available for our use. When the production contract commences in 2026, as the sole operator we will be required to operate Arizona SCIP at minimum production levels and will be required to limit excess inventory held on site or we will be subject to certain volume-related damages payable to Arizona SCIP.

The property, plant and equipment assets owned by Arizona SCIP and included in our Consolidated Balance Sheets as of December 27, 2025, which are not available to us as they can be used only to settle obligations of the VIE, consisted of construction in progress assets of $5.6 billion ($11.5 billion as of December 28, 2024) and assets that have been placed into service of $12.2 billion (none as of December 28, 2024). The remaining assets and liabilities of Arizona SCIP were eliminated in our Consolidated Balance Sheets.

Mobileye

We consolidate our majority owned subsidiary Mobileye pursuant to the voting interest model. In 2025, we converted 113.7 million of our Mobileye Class B shares into Class A shares. We subsequently sold 57.5 million of the Class A shares in a secondary offering, representing 7% of Mobileye's outstanding capital stock, for $16.50 per share and received net proceeds of $921 million. Concurrently, Mobileye repurchased from us 6.2 million of the Class A Shares for $16.50. As of December 27, 2025, we continue to hold the remaining 50.0 million Mobileye Class A shares from the conversion, in addition to our remaining Mobileye Class B shares. As we will continue to consolidate the results of Mobileye, the impact of their share repurchase was eliminated in our Consolidated Financial Statements. In the third quarter of 2024, the non-cash impairment of goodwill related to our Mobileye reporting unit was attributed to Intel and to non-controlling interest holders based on our proportional ownership (see "Note 11: Goodwill" within Notes to Consolidated Financial Statements).

IMS Nanofabrication

In 2023, we closed agreements to sell a combined 32% minority stake in our IMS business, which is part of our "all other" category. We continue to consolidate IMS results as a majority owned subsidiary pursuant to the voting interest model into our Consolidated Financial Statements.

We computed basic earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period, if applicable.

1 For the year ended December 27, 2025, we have included the weighted average impacts of Escrowed Shares that are not contingently issuable. Refer to additional discussion under the U.S. Government Agreements section below.

Potentially dilutive shares of common stock from employee equity incentive plans and stock issuances are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the stock purchase plan.

The dilutive impact from the assumed issuance of common stock associated with contractual transactions, including the release of Escrowed Shares under the Secure Enclave program (defined below), that settled during the year ended December 27, 2025 is determined from the date of the agreement or the beginning of the period (whichever is later) to the date the Escrowed Shares are released or to the date the transaction closes. We reflect these contractual transactions, including the Escrowed Shares, in the calculation of diluted EPS using the treasury stock method.

For the years ended December 27, 2025 and December 28, 2024, the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, the assumed issuance of common stock under the stock purchase plan, and the assumed issuance of common stock associated with equity issuance agreements, including Escrowed Shares released, and a contractual conversion feature, as applicable, had an anti-dilutive effect on diluted loss per share and were excluded from the computation of diluted loss per share. For the year ended December 27, 2025,153 million anti-dilutive shares (114 million in 2024) were excluded from the computation of diluted earnings (loss) per share. In 2023, securities that would have been anti-dilutive were insignificant.

Equity Issuances

Private Placement Share Sale to SoftBank Group

On August 18, 2025, we entered into an agreement to issue and sell 87 million shares of our common stock to SoftBank Group at $23.00 per share, representing an aggregate cash purchase price of $2.0 billion. The issuance and sale of the shares was completed on September 26, 2025.

U.S. Government Agreements

On August 22, 2025, we entered into the U.S. Government Agreement with the DOC. Pursuant to the terms of the U.S. Government Agreement, the Federal Government of the United States of America (U.S. government) agreed to make disbursements to us consisting of (1) the acceleration of certain disbursements under an amendment to our November 2024 Direct Funding Agreement (DFA) under the CHIPS and Science Act of 2022 (CHIPS Act) with the DOC in the amount of $5.7 billion and (2) $3.2 billion of disbursements in respect of our existing agreement with the U.S. government under the CHIPS Act Secure Enclave program (Secure Enclave) to be made as we perform on our commitments pursuant to the terms and conditions of Secure Enclave. As compensation to the U.S. government for, and as a condition to the DOC's willingness to permit, the disbursements, the company agreed to issue to the DOC: (i) up to 433 million shares of our common stock, of which 275 million would be issued on the closing date (Common Stock Issuance) and 159 million would be issued into escrow to be released as disbursements are received by us under Secure Enclave (Escrowed Shares); and (ii) warrants exercisable to purchase up to 241 million shares of our common stock at $20.00 per share (Warrants) if we were to cease to directly or indirectly own at least 51% of our foundry business (Warrant Condition). The DOC also agreed that to the maximum extent permissible under applicable law, our obligations pursuant to the DFA would be considered discharged, other than with respect to Secure Enclave. The U.S. government agreed to make the disbursements in respect of, and on the terms and conditions of, Secure Enclave and agreed to work with us to make appropriate amendments and modifications to the DFA to release us from certain of its obligations.

On August 27, 2025, the closing of the transactions contemplated by the U.S. Government Agreement occurred. On such date:

▪we and the DOC entered into an amendment to the DFA that, among other things, removed the prior project milestone requirements and certain other conditions to disbursements under the DFA;

▪we received from the DOC the $5.7 billion of remaining potential disbursements under the DFA;

▪we issued to the DOC the 275 million share Common Stock Issuance;

▪we issued to the DOC the Warrants to purchase up to 241 million shares of our common stock, subject to anti-dilution adjustments for dividends, distributions, subdivisions, combinations or reclassifications; and

▪we issued into escrow the 159 million Escrowed Shares for the benefit of the DOC to be released as the company performs, invoices and receives disbursements from the U.S. government under Secure Enclave.

The Escrowed Shares will be released from escrow as and when Secure Enclave disbursements are received by us for our performance under Secure Enclave, with the number of Escrowed Shares to be issued with respect to each Secure Enclave disbursement being determined based on $20.00 per share. To the extent any Escrowed Shares have not been released from escrow at the end of the period during which we are eligible for Secure Enclave disbursements, half of any remaining Escrowed Shares will be released from escrow to the DOC at such time with no additional consideration payable to us, with the other half of the remaining Escrowed Shares automatically forfeited and cancelled.

In Q3 2025, we received $5.7 billion from the DOC and attributed the proceeds to the issuance ofthree freestanding instruments: the issuance of 275 million shares of common stock, the issuance of Warrants to purchase 241 million shares and the issuance of 159 million Escrowed Shares. We concluded that the common stock and Warrants should be classified within permanent equity. We classified the Escrowed Shares as a derivative liability, which was recorded at fair value at inception with subsequent changes in fair value recorded through interest and other, net within our Consolidated Statements of Operations. Accordingly, we allocated the $5.7 billion in cash proceeds received at the closing date to the derivative liability for the Escrowed Shares at fair value, with the remaining proceeds allocated to common stock and Warrants based on their relative fair values.

As disclosed within our Q3 2025 Form 10-Q, our accounting for the U.S. Government Agreement was complex and, as such, we voluntarily initiated an accounting consultation with the staff of the SEC. Due to the U.S. government shutdown, we were unable to conclude our consultation with the staff prior to our Q3 2025 Form 10-Q filing deadline. In December 2025, the staff completed its review of our accounting position and informed us that they objected to a component of our accounting treatment. Specifically, the SEC objected to our position that receipts from the U.S. government under the Secure Enclave program received subsequent to the U.S. Government Agreement should be accounted for as a government grant. Accordingly, we have revised our accounting during the fourth quarter of 2025 such that cash received under the Secure Enclave program is accounted for as proceeds from the issuance of equity in our Consolidated Financial Statements. As a result, the fair value of the derivative liability for the Escrowed Shares as of December 27, 2025 of $2.7 billion has factored in the present value of expected future disbursements under Secure Enclave, whereas it did not as of September 27, 2025. The remainder of the $5.7 billion in proceeds received in Q3 2025 has been allocated on a relative fair value basis to the common stock and Warrants. If we were to have applied our revised accounting position to the Consolidated Condensed Financial Statements as of September 27, 2025, the impact would be a decrease of $3.0 billion to total liabilities and an increase of $3.0 billion to total stockholders’ equity on the Consolidated Condensed Balance Sheet.

Based on an analysis of quantitative and qualitative factors in accordance with Accounting Standard Codification (ASC) Topic 250, "Accounting Changes and Error Corrections", including ASC Topic 250-10-S99-1 (SAB Topic 1.M), "Assessing Materiality", we concluded that these revisions would be immaterial, individually and in the aggregate, to the Consolidated Condensed Financial Statements as presented in the Quarterly Report on Form 10-Q as of and for the three and nine-months ended September 27, 2025, as filed on November 6, 2025.

During 2025, we recognized $1.8 billion related to the net change in fair value of both Escrowed Shares released and Escrowed Shares still held in escrow at December 27, 2025. The fair value of the Escrowed Shares derivative liability was $2.7 billion at December 27, 2025, which we have recognized within other accrued liabilitiesand other long-term liabilities. During 2025, we released 3 million Escrowed Shares, which we recognized as issuances of common stock upon our receipt of cash proceeds for our performance under Secure Enclave. The 78 million Escrowed Shares that were not contingently issuable based on the terms of the U.S. Government Agreement have been included in our computation of basic EPS for the year ended December 27, 2025. The remaining 78 million Escrowed Shares are contingently issuable based on the DOC's disbursements under Secure Enclave and therefore they are excluded from basic and diluted EPS until the contingencies are met. Potentially dilutive shares issuable under the Warrant have been excluded from all basic and diluted EPS calculations for the year ended December 27, 2025 as the Warrants are neither currently nor expected to become exercisable.

The $2.3 billion previously received under the DFA and Secure Enclave programs prior to the U.S. Government Agreement date remains subject to our government grant accounting policy. See “Note 6: Other Financial Statement Details” within Notes to Consolidated Financial Statements for additional information.

Private Placement Share Sale to NVIDIA

On September 15, 2025, we entered into an agreement to issue and sell 215 million shares of our common stock to NVIDIA at a price of $23.28 per share, representing an aggregate cash purchase price of $5.0 billion. The issuance and sale of the shares was completed on December 26, 2025.

Restricted Cash

We have $447 million of restricted cash included inother long-term assets within the Consolidated Balance Sheets as of December 27, 2025 and included within cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows. The restricted cash serves as collateral for third party arrangements we entered into and is considered legally restricted due to limitations on usage and withdrawal.

Accounts Receivable

We sell certain of our accounts receivable on a non-recourse basis to third-party financial institutions. We record these transactions as sales of receivables and present cash proceeds ascash provided by operating activities in the Consolidated Statements of Cash Flows. Accounts receivable sold under non-recourse factoring arrangements were $2.6 billion during 2025, $2.3 billion during 2024 and $2.0 billion during 2023. After the sale of our accounts receivable, we expect to collect payment from the customers and remit it to the third-party financial institution.

Our depreciable property, plant and equipment assets are depreciated over the following estimated useful lives: machinery and equipment,3 to 8 years; and buildings,10 to 25 years.

We invest in and deploy manufacturing assets in response to manufacturing capacity requirements based upon short- and long-term demand forecasts and economic returns relative to capital outlays. We regularly monitor, evaluate and adjust our manufacturing capacity footprint in response to a number of volatile factors that impact our business, including demand for our products and services and the state of the semiconductor industry as a whole. In connection with the preparation of our Consolidated Financial Statements for the second quarter of 2025 and the third quarter of 2024, we evaluated our current process technology node capacities relative to projected market demand for our products and services, and concluded that our manufacturing asset portfolio exceeded manufacturing capacity requirements. Upon performing a re-use assessment, we impaired and accelerated depreciation for certain manufacturing assets. In 2025, we recorded non-cash impairments and accelerated depreciation charges of $494 million and $456 million, respectively, all of which were recognized incost of sales within our Intel Foundry operating segment. In 2024, we recorded non-cash impairments and accelerated depreciation charges of $2.3 billion and $992 million, respectively, substantially all of which were recognized incost of sales within our Intel Foundry operating segment.

We also incurred certain other non-cash asset impairment charges of $474 million in 2025 and $442 million in 2024 as a direct result of the 2025 and 2024 Restructuring Plans (see "Note 7: Restructuring and Other Charges" within Notes to Consolidated Financial Statements). These charges were excluded from segment results and included as a component of "corporate unallocated expenses" within therestructuring and other category presented in "Note 3: Operating Segments" within Notes to Consolidated Financial Statements.

We negotiate extended payment terms of greater than 90 days with certain of our capital vendors, which are reported as financing activities in the Consolidated Statements of Cash Flows when paid. Unpaid amounts related to the acquisition of property, plant and equipment in 2025 and 2024 under such extended payment terms, included in accounts payable andother accrued liabilities, totaled $1.5 billion and $3.2 billion, respectively.

Property, plant and equipment, net, by country at the end of each period was as follows:

Government Incentives

We enter into government incentive arrangements with local, regional and national governments, both U.S. and non-U.S. These arrangements vary in size, duration and conditions and allow us to maintain a market-comparable foothold across various geographies. These incentives are primarily structured as cash grants and refundable tax credits. Capital-related incentives have terms of up to 15 years and operating-related incentives have terms that can vary widely. We are eligible to receive these incentives because we engage in qualifying capital investments, R&D and other activities as defined by the relevant government entities. These include qualifying capital investments for semiconductor wafer and advanced packaging manufacturing facilities construction and acquisition of equipment. Each incentive requires that we comply with certain conditions for a period that may exceed the incentive terms. These conditions can include achievement of future operational targets and committing to minimum levels of capital investment. If conditions are not satisfied, the incentives may be subject to reduction, recapture or termination.

Capital-related incentives reduced gross property, plant and equipment by $16.1 billion as of December 27, 2025 ($9.5 billion as of December 28, 2024), of which $6.7 billion was recognized in 2025 ($4.1 billion in 2024). Capital-related incentives reduced depreciation expense by $1.0 billion in 2025, of which the substantial majority reduced cost of sales ($594 million in 2024 and $226 million in 2023).

Of the $6.7 billion of capital-related incentives recognized in 2025, $5.4 billion was comprised of tax credits attributable to the U.S. Advanced Manufacturing Investment Credit ($2.6 billion in 2024), which may be refunded to us in cash to the extent the credits exceed our outstanding income tax liabilities. Additionally, in 2025, we recognized $769 million of CHIPS Act capital-related incentives ($1.0 billion in 2024), $123 million of capital grants related to two new leading-edge chip factories in Ohio ($115 million in 2024 related to modernization and expansion of chip factories in Oregon), and $323 million of non-U.S. government capital grants and refundable tax credits ($384 million in 2024).

Operating-related incentives, including those recognized under the CHIPS Act, benefited operating income by $529 million in 2025, the substantial majority of which was recorded incost of sales ($442 million in 2024 and $202 million in 2023, in each case a majority of which was recorded incost of sales).

As of August 27, 2025, the date the DFA was materially modified, we had received and recorded $2.3 billion in U.S. government incentives under the CHIPS Act and those amounts were accounted for pursuant to our grant accounting policy. In September 2024, we were awarded up to $3.0 billion in direct funding for the Secure Enclave program to expand the trusted manufacturing of leading-edge semiconductors for the U.S. government. In the second quarter of 2025, the award was increased to $3.3 billion. As a result of the U.S. Government Agreement entered into in August 2025, as further described in "Note 5: Earnings (Loss) Per Share and Stockholders' Equity" within Notes to Consolidated Financial Statements, Secure Enclave proceeds received after the U.S. Government Agreement's effective date are being attributed as equity and will not be subject to our grant accounting policy.

Of our total capital-related government incentives recognized in 2025, $6.1 billion was recognized as a non-cash investing activity within the Consolidated Statements of Cash Flows ($3.3 billion in 2024 and $1.1 billion in 2023). A portion of our capital-related incentives will be collected in cash while a portion may be settled as credits for tax payments due.

The amounts recorded on the Consolidated Balance Sheets related to grants receivable and capital-related refundable tax credits for each period were as follows:

Advertising

Advertising costs, including direct marketing, are expensed as incurred and recorded within MG&A expenses. Advertising costs were $610 million in 2025 ($856 million in 2024 and $950 million in 2023).

Interest and Other, Net

Interest expense is net of $1.2 billion of interest capitalized in 2025 ($1.5 billion in 2024 and 2023).

Gain (loss) on mark-to-market of Escrowed Shares related to changes in fair value of the derivative liability for the Escrowed Shares (refer to "Note 5: Earnings (Loss) Per Share and Stockholders' Equity" within Notes to Consolidated Financial Statements).

Gain on divestiture of Alterais related to the sale of 51% of the Altera business for which we recorded a pretax gain of $5.6 billion (refer to "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements).

Other, net in 2025 included charges of $229 million related to the sale of our NAND memory business (refer to "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements); and in 2024 included a $755 million loss from the change in fair value of a derivative liability related to Ireland SCIP and $560 million of interest received and recognized as a benefit in relation to the EC competition matter.

In the second quarter of 2025, we announced and commenced the 2025 Restructuring Plan, which was subsequently approved and committed to by our management. This initiative is intended 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 lower-priority programs and initiatives. Restructuring charges are primarily comprised of employee severance and benefit arrangements, non-cash asset impairment and accelerated depreciation charges resulting from exit activities, as well as impairment charges relating to real estate exits and consolidations. These charges were excluded from our operating segments' results and included as "corporate unallocated expenses" within the restructuring and other charges category presented in "Note 3: Operating Segments" within Notes to Consolidated Financial Statements. The cumulative cost of the 2025 Restructuring Plan as of December 27, 2025 was $2.0 billion. Any changes to our estimates or timing will be reflected in our results of operations in future periods. We expect to recognize total charges of approximately $2.2 billion under the 2025 Restructuring Plan. A substantial majority of actions pursuant to the 2025 Restructuring Plan were completed in the fourth quarter of 2025 with the remainder expected to be completed in 2026.

In the third quarter of 2024, the 2024 Restructuring Plan was announced and a series of cost and capital reduction initiatives were implemented. We have incurred total charges of approximately $3.1 billion under the 2024 Restructuring Plan, which is expected to be completed in 2026.

In the third quarter of 2022, the 2022 Restructuring Program was approved to rebalance our workforce and operations. We have incurred total charges of approximately $1.3 billion under the 2022 Restructuring Program, which was complete in the first quarter of 2024.

Employee severance and benefit arrangements includes net charges relating to the 2025 Restructuring Plan of $1.5 billion and 2024 Restructuring Plan and other actions of $281 million in 2025. Charges accrued as of December 27, 2025 and December 28, 2024, were recorded as current liabilities within accrued compensation and benefits on the Consolidated Balance Sheets.

Restructuring activities related to employee severance and benefit arrangements under the 2025, 2024 and 2022 Restructuring Plans were as follows:

Litigation charges and other includes a $163 million benefit recorded in 2025 from the reduction of the previously accrued EC-imposed fine recorded in 2023. While the fine remains unpaid on appeal, our obligation is guaranteed by a third party. We funded the guarantee in 2025 by depositing $340 million in legally restricted accounts, for which the restricted cash is presented within other long-term assets. The 2024 charges include $780 million arising out of the R2 litigation. In 2023, a $1.2 billion benefit was recorded due to a reduction in a previously accrued charge as a result of developments in the VLSI litigation. The 2023 charges also included a $353 million termination fee in connection with our inability to timely obtain required regulatory approvals needed to acquire Tower in accordance with the contractual terms of the terminated acquisition agreement and a $401 million charge for the original EC-imposed fine. Refer to "Note 19: Commitments and Contingencies" within Notes to Consolidated Financial Statements for further information on the EC fine and VLSI litigation developments. Refer to "Note 19: Commitments and Contingencies" within the 2024 Form 10-K for more information on the R2 litigation.

Asset impairment charges in 2025 primarily included $474 million of non-cash charges associated with the 2025 and 2024 Restructuring Plans resulting from the exit of certain non-core lines of business, recorded within property, plant and equipment, neton the Consolidated Balance Sheets, and $48 million relating to certain leased assets that were recorded within other long-term assets as of December 27, 2025. The asset impairment charges in 2024 included non-cash charges associated with the 2024 Restructuring Plan, including $442 million of non-cash impairments of construction-in-progress assets associated with our decision to exit and outsource manufacturing capabilities for certain internal test hardware; and $103 million of non-cash impairments of operating leased assets and related leasehold improvements resulting from real estate consolidations and exits. Real estate consolidations and exits did not significantly change our operating lease liabilities and may result in future cash outlays for facility restoration or the relocation of operations. These impairments were recorded within property, plant and equipment, net except for the impairment of operating leased assets of $83 million that were recorded within other long-term assets on the Consolidated Balance Sheet as of December 28, 2024.

In addition, we recorded non-cash goodwill impairment charges of $3.0 billion in 2024 (see "Note 11: Goodwill" within Notes to Consolidated Financial Statements). Further, as a result of a decline in the actual and projected undiscounted cash flows for certain acquired intangible assets, we concluded the assets were not recoverable and recognized a non-cash impairment charge of $108 million in 2024.

Provision for (Benefit From) Taxes

We adopted ASU 2023-09 "Income Taxes (Topic 740): Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 27, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 27, 2025:

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the years ended December 28, 2024 and December 30, 2023:

On July 4, 2025, the One Big Beautiful Bill Act (Act) was signed into law. The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100 percent bonus depreciation, domestic research cost expensing, increases the AMIC to 35 percent from 25 percent and makes modifications to the international tax framework. The Act includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. We continue to evaluate the impact of the Act's provisions that take effect in future years.

As noted in the 2025 rate reconciliation above, we derive the effective tax rate benefit, or detriment, attributed to non-U.S. income taxed at different rates primarily from our operations in China, among others. We are subject to reduced tax rates in Israel and Malaysia as long as we conduct certain eligible activities and make certain capital investments. We have conditional reduced tax rates that expire at various dates through 2056, and we expect to apply for renewals upon expiration, if available. In 2025, the tax benefit specifically attributable to tax holidays was $79 million ($67 million in 2024 and $129 million in 2023) with a $0.02 benefit to diluted EPS ($0.02 in 2024 and $0.03 in 2023).

Deferred and Current Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of our deferred tax assets and liabilities at the end of each period were as follows:

Changes in the valuation allowance for deferred tax assets were as follows:

Deferred tax assets are included within other long-term assets on the Consolidated Balance Sheets. Deferred tax liabilities are included within other long-term liabilities on the Consolidated Balance Sheets.

The $2.4 billion change in valuation allowance from December 28, 2024 to December 27, 2025 is substantially attributable to the uncertainty regarding the realizability of our U.S. deferred tax assets.

As of December 27, 2025, our federal and non-U.S. net operating loss carryforwards for income tax purposes were $261 million and $2.9 billion, respectively. The majority of the federal and non-U.S. net operating loss carryforwards have no expiration date. The remaining federal and non-U.S. net operating loss carryforwards expire at various dates through 2040.

As of December 27, 2025, we have undistributed earnings of certain foreign subsidiaries of $22.2 billion that we have indefinitely invested, and on which we have not recognized deferred taxes. Estimating the amount of potential tax is not practicable because of the complexity and variety of assumptions necessary to compute the tax.

Current income taxes receivable of $7.6 billion as of December 27, 2025 ($2.6 billion as of December 28, 2024) are included inother current assets.

Long-term income taxes payable of $1.5 billion as of December 27, 2025 ($1.6 billion as of December 28, 2024) are primarily composed of uncertain tax positions, reduced by the associated deduction for state taxes and non-U.S. tax credits.

Uncertain Tax Positions

If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $949 million as of December 27, 2025 ($946 million as of December 28, 2024) and a reduction in the effective tax rate. Interest, penalties and accrued interest related to unrecognized tax benefits were insignificant in the periods presented.

We file federal, state and non-U.S. tax returns. We are no longer subject to U.S. federal and non-U.S. tax examinations for years prior to 2018 and 2015, respectively. For U.S. state tax returns, we are no longer subject to tax examination for years prior to 2015.

Cash Taxes Paid

We adopted ASU 2023-09 on a prospective basis for the year ended December 27, 2025 and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the year ended December 27, 2025:

Below is a summary of income taxes paid for the years ended December 28, 2024 and December 30, 2023:

Short-term Investments

Short-term investments include marketable debt investments in corporate debt, government debt and financial institution instruments, and are recorded within cash and cash equivalents andshort-term investments on the Consolidated Balance Sheets. Government debt includes instruments such as non-U.S. government bills and bonds and U.S. agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits and time deposits. As of December 27, 2025 and December 28, 2024, the substantial majority of time deposits were issued by institutions outside the U.S.

The fair value of our economically hedged marketable debt investments was $21.8 billion as of December 27, 2025 ($13.5 billion as of December 28, 2024). For economically hedged investments still held at the reporting date, we recorded net gains of $341 million in 2025 (net losses of $464 million in 2024 and net gains of $534 million in 2023).

Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded inaccumulated other comprehensive income (loss). The adjusted cost of our unhedged investments was $10.6 billion as of December 27, 2025 ($5.2 billion as of December 28, 2024), which approximated the fair values at each date.

The fair value of marketable debt investments, by contractual maturity, as of December 27, 2025, was as follows:

1 Instruments not due at a single maturity date is composed of money market fund deposits, which are classified as either short-term investments or cash and cash equivalents.

Equity Investments

1 Most of our marketable equity investments are subject to trading-volume or market-based restrictions, which limit the number of shares we may sell in a specified period of time, impacting our ability to liquidate these investments. Certain of the trading-volume restrictions generally apply for as long as we own more than 1% of the outstanding shares. Market-based restrictions result from the rules of the respective exchange.

The components of gains (losses) on equity investments, net for each period were as follows:

1 Unrealized gains (losses) on non-marketable investments includes observable price adjustments and our share of equity method investee gains (losses) and certain distributions.

During the year ended December 27, 2025, we recognized upward observable price adjustments of $396 million related to a single investee within gains (losses) on equity investments, net.

As of December 27, 2025, the cumulative amount of impairments for equity investments without readily determinable fair value was $1.6 billion ($1.4 billion as of December 28, 2024) and upward observable price adjustments were $1.9 billion ($1.4 billion as of December 28, 2024).

Altera

In the third quarter of 2025, we closed the sale of Altera and retained a 49% interest in the business (refer to "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements). Our retained interest in Altera is accounted for under the equity method and classified within equity investmentsin the Consolidated Balance Sheets. As of December 27, 2025, the carrying value of our non-marketable equity investment in Altera was $3.2 billion and our ownership interest was 48%.

We provide semiconductor wafer manufacturing services to Altera, a related party, in accordance with a wafer manufacturing and sale agreement. Additionally, and in connection with the divestiture, we will be reimbursed for costs that we incur on behalf of Altera for certain corporate services delivered under a transition services agreement, which may include information technology, finance, supply chain and other services provided on an interim basis.

Altera Divestiture

On April 14, 2025, we signed a transaction agreement with SLP VII Gryphon Aggregator, L.P., an affiliate of SLP, to sell 51% of all issued and outstanding common stock of Altera, our wholly owned subsidiary as of that date. On September 12, 2025, we completed the divestiture of 51% of Altera for net purchase consideration of $4.3 billion, consisting of: $4.3 billion in cash proceeds received at the closing; $500 million in deferred cash proceeds also received within the third quarter of 2025; $500 million in deferred cash proceeds payable to us no later than December 31, 2027; an offset of $400 million for cash transferred to Altera with the sale; an offset of approximately $469 million in separation and employee-related costs we have agreed to fund to SLP; and an offset for other direct and incremental costs incurred in connection with the sale.

As of December 27, 2025, the outstanding receivable from SLP was $463 million recorded within other long-term assets for the present value of deferred consideration, which is not subject to any contingencies, and $327 million and $97 million within other accrued liabilities and other long-term liabilities, respectively, for amounts payable to SLP for separation and employee-related costs that have not yet been paid and that relate to the transaction. We continue to finalize certain customary closing adjustments with SLP which may result in adjustments to the final net cash proceeds received related to, and our gain on sale for, the transaction.

Upon closing the transaction, we retained a 49% minority investment in Altera, which is accounted for under the equity method of accounting. We established the fair value of our non-marketable equity investment in reference to Altera's equity value per the terms of the transaction agreement as the transaction negotiated with SLP represented an orderly transaction between market participants. The $3.2 billion value of our non-marketable equity investment in Altera is classified within equity investments in the Consolidated Balance Sheets at December 27, 2025 and recognized as a non-cash investing activity in the year ended December 27, 2025.

Based on the terms of the transaction agreement with SLP, we have concluded that Altera is a VIE for which we are not the primary beneficiary because the governance structure of the entity does not allow us to direct the activities that most significantly impact Altera's economic performance. In line with this conclusion, we deconsolidated Altera from our Consolidated Financial Statements at the September 12, 2025 transaction close date.

The carrying amounts of the major classes of Altera's net assets that we sold as of the September 12, 2025 transaction close date included the following:

Our sale of a 51% controlling stake in Altera, which is partially offset by the cash sold with Altera, separation and employee-related costs we agreed to fund to SLP, as well as direct and incremental costs we incurred to sell the business, resulted in a pre-tax gain of $5.6 billion recognized within interest and other, net in 2025. Our pre-tax gain was calculated as follows:

1 Certain aspects of the net purchase consideration have yet to result in cash inflows and outflows and therefore reflect non-cash investing and financing activities within our Consolidated Statements of Cash Flows for the year ended December 27, 2025.

Approximately $2.1 billion of the gain resulted from the remeasurement of our non-marketable equity investment in Altera to its fair value at the transaction close date. Cash proceeds received in 2025 of $4.2 billion, net of the cash sold and the costs incurred to sell the business, are presented innet cash provided by (used for) investing activities, in the Consolidated Statements of Cash Flows for the year ended December 27, 2025.

NAND Memory Business

We sold our NAND memory technology and manufacturing business to SK hynix, which we deconsolidated upon closing the first phase of the transaction on December 29, 2021. On March 27, 2025, we closed the second phase of the transaction.

In connection with the second closing, we collected the outstanding receivable and entered into a final release and settlement agreement with SK hynix primarily related to certain penalties and contingencies associated with the manufacturing and sale agreement between us and SK hynix. For the year ended December 27, 2025 we recognized net charges of $229 million within interest and other, net for the amounts incurred pursuant to this agreement. During the year ended December 27, 2025, we recorded net proceeds of $1.8 billion within cash and cash equivalents.

Mobileye's Pending Acquisition of Mentee Robotics

On January 5, 2026, Mobileye entered into a definitive agreement to acquire Mentee Robotics, an AI-first humanoid robotics company, for an aggregate purchase price of approximately $900 million, subject to customary adjustments and closing conditions.

1 Mobileye includes goodwill balances for both the Mobileye and Moovit reporting units.

During the fourth quarter of 2025, we completed our annual goodwill impairment assessment across all of our reporting units and identified that a more detailed quantitative analysis was necessary for our Mobileye reporting unit, primarily due to the decline in Mobileye's market capitalization below the carrying value of Mobileye's net assets. Our quantitative assessment was performed by measuring Mobileye's fair value using the income approach. When using the income approach, we tested the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. As a result of this impairment test, no impairment charge was recognized as the estimated fair value was higher than the assigned carrying value. Finally, to corroborate our estimated fair value for the Mobileye reporting unit, we performed a market capitalization reconciliation as of December 27, 2025, concluding that the implied control premium was reasonable as compared to relevant market transactions in similar industries. Notwithstanding Mobileye, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary for our other reporting units as the most recently calculated fair value substantially exceeded the assigned carrying value for each reporting unit as of December 27, 2025.

During the third quarter of 2025, we divested our Altera business, including all allocated goodwill. For further information see "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements.

As described in "Note 3: Operating Segments" within the Notes to Consolidated Financial Statements, in the first quarter of 2025, we made an organizational change to integrate our NEX business into CCG and DCAI and modified our segment reporting to align to this and certain other business reorganizations. As a result, of the total $2.8 billion of goodwill previously allocated to NEX, we reallocated $1.8 billion to CCG and $1.0 billion to DCAI on a relative fair value basis. We performed a quantitative impairment assessment for each of our reporting units immediately before and after our business reorganization, concluding that goodwill was not impaired.

In the third quarter of 2024, our quarterly qualitative impairment assessment indicated that a more detailed quantitative analysis was necessary for certain of our reporting units, primarily due to the decline in our market capitalization below the carrying value of our net assets, as well as the decline in our Mobileye reporting unit's market capitalization below the carrying value of Mobileye's net assets. Our quantitative assessment was performed by measuring each reporting unit's fair value using the income approach, the market approach, or a combination of both. When using the income approach, we tested the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. As a result of our impairment tests, we recognized a non-cash goodwill impairment charge of $2.8 billion in the third quarter of 2024 within restructuring and other, substantially all of which related to our Mobileye reporting unit, as the estimated fair value of the reporting unit was lower than the assigned carrying value. The process of valuing each reporting unit is inherently subjective as valuation models require the application of significant estimates and the use of unobservable inputs, including market segment share, projected financial information and discount rates. No impairment was required for our other reporting units, even when considering a hypothetical increase in the discount rate of 1%, which would cause a significant decrease in the estimated fair value of the respective non-impaired reporting units. Finally, to corroborate our estimated fair value, we performed a market capitalization reconciliation as of September 28, 2024, concluding that the implied control premium was reasonable as compared to relevant market transactions in similar industries. In the fourth quarter of 2024, as a part of our annual goodwill impairment assessment, we determined that the most recently calculated fair value of each reporting unit substantially exceeded the assigned carrying value, with the exception of one reporting unit with a significant amount of assigned goodwill: Mobileye. We performed a quantitative impairment assessment of Mobileye during the fourth quarter of 2024 and concluded there was no additional impairment.

In the first quarter of 2024, as a result of modifying our segment reporting, we reallocated goodwill among our affected reporting units on a relative fair value basis. We performed a quantitative goodwill impairment assessment for each of our reporting units immediately before and after our business reorganization. We concluded, based on our pre-reorganization impairment test, that goodwill was not impaired. As a result of our post-reorganization impairment test, we recognized a non-cash goodwill impairment loss of $222 million within restructuring and other in the first quarter of 2024 related to our Intel Foundry reporting unit, as the estimated fair value of the new reporting unit was lower than the assigned carrying value, which includes substantially all of our allocated property, plant and equipment. The Intel Foundry reporting unit has no remaining goodwill. At the conclusion of our impairment assessment performed during the first quarter of 2024, the fair value substantially exceeded the carrying value for all remaining reporting units.

The accumulated impairment loss as of December 27, 2025 was $3.9 billion: $2.6 billion associated with Mobileye, $415 million associated with CCG, $303 million associated with DCAI and the remainder associated with other reporting units.

During 2025 and 2024, we capitalized several licensed technology, patents and other arrangements totaling $431 million and $562 million respectively. These intangible assets are subject to amortization over a weighted average useful life of approximately 6 years. Additionally, during 2025, we divested Altera and retired certain intangible assets that were fully amortized resulting in a reduction of our gross assets and accumulated amortization as of December 27, 2025. For further information see "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements.

Amortization expenses recorded for and the weighted average useful life assigned to identified intangible assets in the Consolidated Statements of Operations for each period were as follows:

We expect future amortization expense for the next five years and thereafter to be as follows:

Short-Term Debt

Short-term debt, which primarily includes the current portion of long-term debt, was $2.5 billion as of December 27, 2025 and $3.7 billion as of December 28, 2024. The current portion of long-term debt includes debt classified as short-term based on time remaining until maturity.

We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program. We issued and repaid commercial paper of $3.5 billion in 2025 and $7.3 billion in 2024 and repaid $3.9 billion of commercial paper in 2023. As of December 27, 2025 and December 28, 2024, we hadno commercial paper outstanding.

Long-Term Debt

1 These bonds may be remarketed or tendered on a periodic basis and will be classified within the current portion of long-term debt in the 12 months before remarketing or tendering.

2 As of December 27, 2025, current portion of long-term debt includes $7 million of hedge accounting fair value adjustments ($36 million as of December 28, 2024).

Senior Notes

In 2025, we settled in cash $3.7 billion of our senior notes that matured in March 2025 and July 2025.

In 2024, we issued a total of $2.6 billion aggregate principal amount of senior notes, and settled in cash $1.9 billion of our senior notes that matured in May 2024 and June 2024.

Our fixed-rate senior notes pay interest semiannually. We may redeem the fixed-rate notes prior to their maturity at our option at specified redemption prices and subject to certain restrictions. The obligations under the notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and will effectively rank junior to all liabilities of our subsidiaries.

Arizona Bonds

In 2024, we remarketed $438 million aggregate principal amount of bonds issued by the Industrial Development Authority of the City of Chandler, Arizona. In accordance with loan agreements we entered into with the Industrial Development Authority of the City of Chandler, Arizona, the bonds are unsecured general obligations. The bonds mature in 2049 and have a 4.0% coupon. The bonds are subject to optional tender starting in February 2029 and mandatory tender in June 2029, at which time we may remarket the bonds for a new term period.

Revolving Credit Facilities

In 2025, we amended our 364-day $8.0 billion credit facility agreement to $5.0 billion, and the maturity date was extended byone year to January 2026. We expect to replace or amend the 364-day $5.0 billion credit facility agreement prior to its maturity at the end of January 2026.

In 2024, we expanded our 5-year $5.0 billion revolving credit facility agreement to $7.0 billion and the maturity date was extended byone year to February 2029.

Our revolving credit facilities are unsecured general obligations and hadno borrowings outstanding as of December 27, 2025 and December 28, 2024.

Debt Maturities

Our aggregate debt maturities, based on outstanding principal as of December 27, 2025, by year payable, are as follows:

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

1 Level 1 investments consist of money market funds. Level 2 investments consist primarily of time deposits, notes and bonds issued by financial institutions.

2 Level 1 investments consist primarily of U.S. Treasury securities. Level 2 investments consist primarily of non-U.S. government debt.

3 Level 1 derivative liabilities consist of equity contracts for our deferred compensation program. Level 2 derivative liabilities include a forward contract related to Escrowed Shares held. Level 3 derivative liabilities include liquidated damage provisions related to our Ireland SCIP arrangement.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

Our non-marketable equity investments and certain non-financial assets—such as intangible assets, goodwill and property, plant and equipment—are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an observable price adjustment or impairment is recognized on our non-marketable equity investments during the period, we classify these assets as Level 3. Similarly, impairments recognized on our goodwill, intangible assets and property, plant and equipment are categorized as Level 3 within the fair value hierarchy, as we utilize unobservable inputs such as prospective financial information, market segment growth rates and discount rates in the fair value measurement process.

Our non-recurring fair value measurements include the valuation of our non-marketable equity investment in Altera on the September 12, 2025 transaction close date, the fair value for which was measured and recorded using Level 3 inputs. See "Note 10: Acquisitions and Divestitures" within Notes to Consolidated Financial Statements for further information.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Financial instruments not recorded at fair value on a recurring basis include non-marketable equity investments that have not been remeasured or impaired in the current period, grants receivable, issued debt and our outstanding receivable from SLP of $463 million which was measured and recorded using Level 2 inputs, as of December 27, 2025.

We classify the fair value of grants receivable as Level 2. The estimated fair value of these financial assets approximates their carrying value. The aggregate carrying value of grants receivable as of December 27, 2025 was $652 million (the aggregate carrying value of grants receivable as of December 28, 2024 was $1.7 billion).

We classify the fair value of issued debt (excluding commercial paper) as Level 2. The fair value of these instruments was $41.8 billion as of December 27, 2025 ($43.5 billion as of December 28, 2024).

The changes in accumulated other comprehensive income (loss) by component and related tax effects for each period were as follows:

Volume of Derivative Activity

The total gross notional amounts for outstanding derivatives (recorded at fair value) at the end of each period were as follows:

1 Relates to our deferred compensation program.

The total notional amount of outstanding pay-variable, receive-fixed interest rate swaps was $9.7 billion as of December 27, 2025 and $12.0 billion as of December 28, 2024.

Fair Value of Derivative Instruments in the Consolidated Balance Sheets

1 Derivative assets are recorded as other assets, current and long-term.

2 Derivative liabilities are recorded as other liabilities, current and long-term.

3 A substantial majority of these instruments mature within 12 months.

4 Relates to our deferred compensation program.

Gross derivative assets and liabilities subject to master netting agreements were $937 million and $654 million, respectively, as of December 27, 2025 and $948 million and $1.1 billion, respectively, as of December 28, 2024. Gross amounts recognized for reverse repurchase agreements are fully offset by cash collateral pledged.

Derivatives in Cash Flow Hedging Relationships

The before-tax net gains or losses attributed to the effective portion of cash flow hedges recognized inother comprehensive income (loss)were $748 million net gains in 2025 ($652 million net losses in 2024 and $3 million net gains in 2023).

Amounts excluded from effectiveness testing were $103 million net losses in 2025 ($205 million net losses in 2024 and $221 million net losses in 2023).

For information on the unrealized holding gains (losses) on derivatives reclassified out ofaccumulated other comprehensive income (loss) into the Consolidated Statements of Operations, see "Note 15: Accumulated Other Comprehensive Income (Loss)" within Notes to Consolidated Financial Statements.

Derivatives in Fair Value Hedging Relationships

The effects of derivative instruments designated as fair value hedges, recognized ininterest and other, net for each period were as follows:

The amounts recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:

Derivatives Not Designated as Hedging Instruments

The effects of derivative instruments not designated as hedging instruments on the Consolidated Statements of Operations for each period were as follows:

We incurred $1.8 billion of losses in 2025 related to changes in fair value of the Escrowed Shares released during the year ended December 27, 2025 and still held as of December 27, 2025 (refer to "Note 5: Earnings (Loss) Per Share and Stockholders' Equity" within Notes to Consolidated Financial Statements).

Our Ireland SCIP agreement with Apollo contains construction-related liquidated damage provisions that meet the definition of an embedded derivative that is not clearly and closely related to the relevant host contract, thus requiring bifurcation and separate accounting as a derivative liability.In 2024, we assessed the probability of paying damages to Apollo and recognized a loss of $755 million within interest and other, netfrom the change in fair value of the liquidated damage provisions recognized within other accrued liabilitiesfor $179 million andother long-term liabilitiesfor $576 million as of December 27, 2025 ($755 million inother long-term liabilities as of December 28, 2024). We periodically reassess the probability of paying such liquidated damages and recognize changes in the fair value of the underlying liability through interest and other, net.

Defined Contribution Plans

We provide tax-qualified defined contribution plans for the benefit of eligible employees, former employees and retirees in the U.S. and certain other countries. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis. For the benefit of eligible U.S. employees, we also provide an unfunded non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees, which had a balance of $3.2 billion as of December 27, 2025 ($3.3 billion as of December 28, 2024), recorded within other accrued liabilities on the Consolidated Balance Sheets.

We expensed $347 million in 2025, $541 million in 2024 and $272 million in 2023 for matching contributions based on the amount of employee contributions under the U.S. qualified defined contribution and non-qualified deferred compensation plans. The matching contribution in the U.S. qualified defined contribution plan was reduced from March 1 through December 31, 2023, increased from January 1 through December 31, 2024, and decreased beginning January 1, 2025.

U.S. Retiree Medical Plan

Upon retirement, we provide certain benefits to eligible U.S. employees who were hired prior to 2014 under the U.S. Retiree Medical Plan. The benefits can be used to pay all or a portion of the cost to purchase eligible coverage in a medical plan.

As of December 27, 2025 and December 28, 2024, the projected benefit obligations were $505 million and $493 million, which used the discount rates of 5.3% and 5.7%. The December 27, 2025 and December 28, 2024 corresponding fair values of plan assets were $549 million and $542 million. As of December 27, 2025 and December 28, 2024, the U.S. Retiree Medical Plan was in the net asset position.

The investment strategy for U.S. Retiree Medical Plan assets is to invest primarily in liquid assets, due to the level of expected future benefit payments. The assets are invested in tax-aware global equity and fixed-income long credit portfolios. Both portfolios are actively managed by external managers. The tax-aware global equity portfolio is composed of a diversified mix of equities in developed countries.

The tax-aware fixed-income long credit portfolio is composed of domestic securities. The allocation to each asset class will fluctuate with market conditions, such as volatility and liquidity concerns, and will typically be rebalanced when outside the target ranges, which are 50% equity and 50% fixed-income investments. As of December 27, 2025 a significant amount (majority amount as of December 28, 2024) of the U.S. Retiree Medical Plan assets were invested in exchange-traded equity securities and were measured at fair value using Level 1 inputs. The remaining U.S. Retiree Medical Plan assets were invested in fixed-income investments and were measured at fair value using Level 2 inputs.

As of December 27, 2025, the estimated benefit payments for this plan over the next 10 years are as follows:

Pension Benefit Plans

We provide defined-benefit pension plans in certain countries, most significantly Ireland, the U.S., Israel and Germany. The majority of the plans' benefits have been frozen.

Benefit Obligation and Plan Assets for Pension Benefit Plans

The vested benefit obligation for a defined-benefit pension plan is the actuarial present value of the vested benefits to which the employee is currently entitled based on the employee's expected date of separation or retirement.

1 The projected benefit obligation was approximately 30% in the U.S. and 70% outside of the U.S. as of December 27, 2025 and December 28, 2024.

2 The fair value of plan assets was approximately 35% in the U.S. and 65% outside of the U.S. as of December 27, 2025 (approximately 40% in the U.S. and 60% outside of the U.S. as of December 28, 2024).

3 The accumulated other comprehensive loss (income), before tax, was approximately 95% in the U.S. and 5% outside of the U.S. as of December 27, 2025 (approximately 80% in the U.S. and 20% outside of the U.S. as of December 28, 2024).

Changes in actuarial gains and losses in the projected benefit obligation are generally driven by discount rate movement. We use the corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of 10% of the larger of the projected benefit obligation or the fair value of plan assets are amortized on a straight-line basis over the average remaining service period of active plan participants.

As of December 27, 2025, the accumulated benefit obligations were $728 million and $1.8 billion for the U.S. plan and non-U.S. plans, respectively. As of December 28, 2024, the accumulated benefit obligations were $763 million and $1.7 billion for the U.S. plan and non-U.S. plans, respectively. As of December 27, 2025 and December 28, 2024, only non-U.S. plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets.

Assumptions for Pension Benefit Plans

We establish the discount rate for each pension plan by analyzing current market long-term bond rates and matching the bond maturity with the average duration of the pension liabilities.

We establish the expected long-term rate of return on plan assets by developing a forward-looking, long-term return assumption for each pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class.

Funding

Our practice is to fund the various pension plans in amounts sufficient to meet the minimum requirements of applicable local laws and regulations. On a worldwide basis, our pension and retiree medical plans were 87% funded as of December 27, 2025. Funded status is not indicative of our ability to pay ongoing pension benefits or of our obligation to fund retirement trusts.

Net Periodic Benefit Cost

The net periodic benefit cost for pension and U.S. retiree medical benefits was $82 million in 2025 ($69 million in 2024 and $107 million in 2023).

Pension Plan Assets

U.S. Plan Assets

The investment strategy for U.S. Pension Plan assets is to manage the funded status volatility, taking into consideration the investment horizon and expected volatility to help enable sufficient assets to be available to pay pension benefits as they come due. The allocation to each asset class will fluctuate with market conditions, such as volatility and liquidity concerns, and will typically be rebalanced when outside the target ranges, which are 90% fixed income and 10% equity investments. During 2025 and 2024, the U.S. Pension Plan assets were invested in collective investment trust funds, which are measured at net asset value.

Non-U.S. Plan Assets

The investments of the non-U.S. plans are managed by insurance companies, pension funds or third-party trustees, consistent with regulations or market practice of the country where the assets are invested. The investment manager makes investment decisions within the guidelines set by Intel or local regulations. Investments managed by qualified insurance companies or pension funds under standard contracts follow local regulations, and we are not actively involved in their investment strategies. For the assets that we have the discretion to set investment guidelines, the assets are invested in developed country equity investments and fixed-income investments, either through index funds or direct investment. In general, the investment strategy is designed to accumulate a diversified portfolio among markets, asset classes or individual securities to reduce market risk and to help enable sufficient pension assets to be available to pay benefits as they come due. The equity investments in the non-U.S. plan assets are invested in a diversified mix of equities of developed countries, including the U.S., and emerging markets throughout the world. We have control over the investment strategy related to the majority of the assets measured at net asset value, which are invested in hedge funds, bond index funds and equity index funds. The target allocation of the non-U.S. plan assets that we have control over was approximately 60% fixed income,30% equity and 10% hedge fund investments in 2025 (approximately 50% fixed income,35% equity, and 15% hedge fund investments in 2024).

Estimated Future Benefit Payments for Pension Benefit Plans

As of December 27, 2025, estimated benefit payments over the next 10 years are as follows:

Our equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees and align stockholder and employee interests. Our plans include our 2006 Plan and our 2006 ESPP.

Under the 2006 Plan,1.2 billion shares of common stock have been authorized for issuance as equity awards to employees and non-employee directors through June 2027. As of December 27, 2025,253 million shares of common stock remained available for future grants.

Under the 2006 Plan, we may grant RSUs and stock options. We grant RSUs with a service condition as well as RSUs with a market condition, performance condition and a service condition, which we call PSUs. PSUs are granted to a group of senior officers and employees.

For PSUs granted in 2025, the number of shares of our common stock to be received at vesting at the end of thethree-year performance period will range from 0% to 200% of the target grant amount. The PSU payout will be determined based on the relative TSR compared to the S&P 500 index over athree-year performance period. The payout will be capped at the target grant amount if our absolute TSR is negative. TSR is a measure of stock price appreciation plus any dividends paid during the performance period.

For PSUs granted in 2024 and 2023, the number of shares of our common stock to be received at vesting at the end of thethree-year performance period will range from 0% to 200% of the target grant amount. The PSU payout will be determined based on our performance (i) relative to annual targets for each year in the performance period with respect to a revenue growth metric, weighted 60% and a cash flow from operations metric, weighted 40%, which results are then averaged at the end of thethree-year performance period; and (ii) as may be adjusted by two equally weighted modifiers: the TSR of our common stock measured against the benchmark TSR of above median of the S&P 500 Index over athree-year period and revenue CAGR for thethree-year performance period. TSR is a measure of stock price appreciation plus any dividends paid during the performance period. For 2024 PSUs, overall payout will be capped at the target grant amount if our absolute TSR is negative; additionally, the combined modifiers applied to the payout are capped at +/-25%.

As of December 27, 2025,8 million PSUs were outstanding. PSUs vest three years and one month following the start of the performance period. Other RSU awards and option awards generally vest over four years from the grant date.

Share-Based Compensation

Share-based compensation recognized in 2025 was $2.4 billion ($3.4 billion in 2024 and $3.2 billion in 2023). During 2025, the actual tax benefit that we realized for the tax deduction from share-based awards totaled $479 million ($684 million in 2024 and $571 million in 2023). We recognized a related tax expense of $141 million in 2025 ($139 million in 2024 and $110 million in 2023) for share-based awards as a result of the shortfall between the tax deduction being less than the associated deferred tax asset for the awards.

Restricted Stock Units and Performance Stock Units

Weighted average assumptions used in estimating grant values were as follows:

Summary of activities:

The aggregate fair value of awards that vested in 2025 was $1.7 billion ($2.4 billion in 2024 and $2.2 billion in 2023), which represents the market value of our common stock on the date that the RSUs vested. The grant-date fair value of awards that vested in 2025 was $2.3 billion ($3.4 billion in 2024 and $2.7 billion in 2023). The number of RSUs vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures.

As of December 27, 2025, unrecognized compensation costs related to RSUs granted under our equity incentive plans were $2.2 billion. We expect to recognize those costs over a weighted average period of 1.2 years.

Stock Purchase Plan

The 2006 ESPP allows eligible employees to purchase shares of our common stock at 85% of the value of our common stock on specific dates. Under the 2006 ESPP,523 million shares of common stock are authorized for issuance through August 2026. As of December 27, 2025,83 million shares of common stock remained available for issuance.

Employees purchased 34 million shares of common stock in 2025 for $757 million under the 2006 ESPP (39 million shares of common stock for $972 million in 2024 and 43 million shares of common stock for $1.0 billion in 2023). As of December 27, 2025, unrecognized share-based compensation costs related to rights to acquire shares of common stock under the 2006 ESPP totaled $31 million. We expect to recognize those costs over a period of approximatelytwo months.

Leases

We recognized operating leased assets inother long-term assets of $421 million ($457 million in 2024) and corresponding other accrued liabilities of $110 million ($181 million in 2024), and other long-term liabilities of $281 million ($279 million in 2024) as of December 27, 2025. Our operating leases have remaining terms of 1 to 11 years and may include options to extend the leases for up to 36 years. The weighted average remaining lease term was 6.7 years (6.5 years in 2024), and the weighted average discount rate was 4.7% (4.9% in 2024) as of December 27, 2025 for our operating leases.

Operating lease expense was $212 million in 2025 ($248 million in 2024 and $407 million in 2023), including $100 million in variable lease expense in 2025 ($98 million in 2024 and $213 million in 2023).

We recognized finance leased assets in property, plant and equipment of $453 million as of December 27, 2025 ($470 million as of December 28, 2024) of which the majority is related to a prepaid finance lease for supplier capacity. This lease will commence upon start of supplier production and has a term of 6 years.

We incurred non-cash impairment charges of $48 million in 2025 on certain leased assets as a direct result of the 2025 and 2024 Restructuring Plans ($83 million in 2024 as a result of the 2024 Restructuring Plan; see "Note 7: Restructuring and Other Charges" within Notes to Consolidated Financial Statements). These charges were included within restructuring and other.

Discounted and undiscounted lease payments under non-cancelable leases as of December 27, 2025, were as follows:

Commitments

Commitments for capital expenditures totaled $12.8 billion as of December 27, 2025 ($20.0 billion as of December 28, 2024), a majority of which will be due within the next 12 months. Other purchase obligations and commitments totaled approximately $6.7 billion as of December 27, 2025 (approximately $7.0 billion as of December 28, 2024).

Other purchase obligations and commitments include payments due under supply agreements and various types of licenses and agreements to purchase goods or services. Contractual obligations for purchases of goods or services relate to agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Other purchase obligations reflect the non-cancelable portion or the minimum cancellation fee under the agreement.

Other purchase commitments also include our unrecognized commitment to fund our respective share of the total construction costs of Arizona SCIP in connection with the definitive agreement entered into with Brookfield during 2022 (refer to Note 4: Non-Controlling Interests" within Notes to Consolidated Financial Statements). Our remaining unfunded contribution was $5.2 billion as of December 27, 2025.