INTEL CORP

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There is limited precedent for the accounting treatment for our transactions with the U.S. government and we have been unable to conclude our consultation with the staff of the SEC; if the staff of the SEC were to have a different view of the appropriate accounting treatment, we may materially revise our third quarter financial results, including the recognition of additional costs or losses, and our results for future periods may also be materially and adversely impacted.

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Our transactions with the U.S. government during the third quarter of 2025, including the equity issuances and the amendment to our commercial CHIPs Act agreement, are complex. Refer to "Note 4: Earnings (Loss) Per Share and Stockholders' Equity"within Notes to Consolidated Condensed Financial Statements for additional information. There is limited precedent for the accounting treatment of such transactions. While we believe we have selected the appropriate accounting approach for these transactions in our Consolidated Condensed Financial Statements in this Form 10-Q, there are other potential approaches that, if applied, would result in materially different financial results for our third quarter of 2025 and could also materially and adversely impact our results for future periods. Given the complexity associated with these transactions, we recently initiated a consultation with the staff of the SEC to seek confirmation that they do not disagree with our accounting treatment. Due to the current U.S. government shutdown, we have been unable to conclude our consultation with the staff of the SEC. If the staff of the SEC were to have a different view of the appropriate accounting treatment of these transactions, we may materially revise our third quarter 2025 financial results, including the recognition of additional costs or losses, and our results for future periods may also be materially and adversely impacted.

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The U.S. government’s acquisition and ownership of significant equity interests in the company may subject us and our stockholders to a number of risks and uncertainties, any of which could have a material adverse effect on our business, financial condition and results of operations or adversely impact the interests of our other stockholders.

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■The accelerated CHIPs Act funds we received from the U.S. government connected to the issuance of our equity securities to the U.S. government may be subject to risks from changes in laws, regulations, or their interpretations, as well as shifts in federal administration and congressional priorities. The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions pursuant to which the U.S. government acquired our equity securities were unauthorized, void or voidable. In addition, the terms of our agreement with the U.S. Department of Commerce for the acquisition of our securities and the amendment of our commercial CHIPs Act agreement are subject to unilateral amendment by the U.S. Department of Commerce to comply with future changes in federal law. Further, while the U.S. Department of Commerce is contractually bound under our agreements with them, no other agency or branch of the U.S. government has made commitments to support, refrain from challenging or otherwise impeding the transaction. Legal challenges, administrative rulings, litigation by other parts of the U.S. government or third parties, or geopolitical developments could materially impair funding, alter obligations under the commercial CHIPs Act agreement or our Secure Enclave agreement, or otherwise adversely affect the transactions and the benefits that we expect to receive under such agreements. In addition, enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S. government.

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■The transactions eliminate our contractual rights to receive future funds under the commercial CHIPs Act agreement in the form of a grant and may limit our ability to secure grants from government entities in the future. By eliminating future grant funding under the commercial CHIPs Act agreement, the transactions make it such that our business will no longer benefit from the reduced future operating costs made possible by such grant funding. In addition, our business is highly capital intensive and we have a number of other current grant arrangements with government entities, and may seek to pursue such arrangements in the future. It is uncertain whether the transactions may cause other government entities to seek to convert their existing grant arrangements with us into equity or be unwilling to support us with future grants, either of which could limit our access to capital, increase our cost of capital, or increase our future operating costs.

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■The transactions are dilutive to existing stockholders. The issuance of shares of common stock to the U.S. government is dilutive to existing stockholders, and stockholders may suffer significant additional dilution if the conditions to the warrants received by the U.S. government are triggered and the warrants are exercised.

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■The U.S. government’s equity position in our common stock reduces the voting and other governance rights of our other stockholders and may limit potential future transactions that may be beneficial to our stockholders. As a result of the transactions, the U.S. government is one of our largest stockholders (5.8% as of September 27, 2025) and may acquire additional shares of our common stock as shares are released from escrow to the U.S. government as we perform under and receive disbursements for Secure Enclave (up to an additional 3.2%) or if the conditions to the warrants are triggered (we no

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longer control 51% of our foundry business within the next five years) and the warrants are exercised (up to an additional 4.8%). The U.S. government’s interests may not be the same as those of other stockholders. The U.S. government has agreed to vote its shares of common stock as recommended by our board of directors, subject to applicable law and exceptions to protect the U.S. government’s interests. This reduces the voting influence of other stockholders with respect to the selection of our directors and proposals voted on by stockholders. The existence of the significant U.S. government equity interest in us, the voting of the U.S. government's shares either as directed by our board of directors or the U.S. government, and the U.S. government’s substantial additional powers with respect to the laws and regulations impacting our business, may substantially limit our ability to pursue potential future strategic transactions that may be beneficial to stockholders, including by potentially limiting the willingness of other third parties to engage in such potential strategic transactions with us.

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■Our non-U.S. business may be adversely impacted by the U.S. government being a significant stockholder. Sales outside the U.S. accounted for 76% of our revenue for the fiscal year ended December 28, 2024. Having the U.S. government as a significant stockholder could subject us to additional regulations, obligations or restrictions, such as foreign subsidy laws or otherwise, in other countries.

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■We may experience other adverse consequences resulting from the announcement or completion of the transactions. There is limited precedent for a U.S. company such as us having the U.S. government take a position as a significant stockholder. As such, it is difficult to foresee all the potential consequences. Among other things, there could be adverse reactions, immediately or over time, from investors, employees, customers, suppliers, other business or commercial partners, foreign governments or competitors. There may also be litigation related to the transaction or otherwise and increased public or political scrutiny with respect to us.

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Any of the foregoing could have a material adverse effect on our revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability, and prospects and could exacerbate other risks discussed in our 2024 Form 10-K, Q1 2025 Form 10-Q and Q2 2025 Form 10-Q.