DEF 14A of Intel Corp, Mar 23, 2026

DEF 14A of Intel Corp

Filed Mar 23, 2026 · FY20250000050863-26-000061

Open on EDGAR

  1. Governance Section Roadmap

    Governance Section Roadmap

  2. Governance Section Roadmap

    | | Board Overview See pages 8-9 | ▪Overview of the director nominees, including key skills and experiences, the committees they serve on and the other public company boards they sit on ▪Statistical information on the director nominees and Board as a whole | | | Board Skills See pages 10-11 | ▪Skills matrix utilized by the Governance Committee and the Board in assessing Board composition and identifying areas for potential future enhancement ▪Descriptions of relevant skills/experiences, identification of directors with such skills/experiences and independent director nominees experience highlights | | | Director Nominees See pages 12-17 | ▪Biographical information for each of the director nominees, including a brief description of their occupation, business experience and primary qualifications, attributes and skills that the Governance Committee considered in recommending them as director nominees and that the Board considered in nominating them | | | Board Composition and Refreshment See pages 18-19 | ▪Governance Committee and Board processes with respect to assessing Board composition, including relevant skill/experiences, independence and focus and attention of directors ▪Processes for identification of new director candidates, consideration of the annual stockholder vote, description of the conditional resignation policy for directors not re-elected at the annual meeting, solicitation of feedback on Board composition through stockholder engagement, and annual Board self-evaluation ▪Board leadership structure, including independent Board Chair | | | Board Structure and Oversight See pages 20-25 | ▪Overview of the Board and its committees, including key responsibilities, recent activities and focus areas, committee memberships and meetings ▪Key Board responsibilities: strategy and business; human capital management; enterprise risk management; ethics, legal and regulatory matters; cybersecurity; and corporate social responsibility | | | Stockholder Engagement See page 26 | ▪Stockholder engagement cycle and Board philosophy and approach to engagement ▪Off-season engagement details, including scope of outreach, meetings held and key topics discussed | | | Share Ownership See page 27 | ▪Intel stock ownership of our directors, named executive officers and current directors and executive officers as a group ▪Beneficial owners of more than 5% of Intel common stock | | | Director Compensation See pages 28-29 | ▪Board approach to and annual review of director compensation, including Governance Committee engagement of an independent compensation consultant to provide benchmarking data and advice ▪Non-employee director stock ownership guidelines ▪Director and committee retainers and equity awards, director compensation table and outstanding equity awards held by directors | | | Independence and Related Party Transactions See pages 30-31 | ▪Governance Committee and Board assessments as to the independence of our director nominees (10 of our 11 director nominees are independent) ▪Related party transaction processes overseen by the Audit Committee and related party transactions since the beginning of 2025 |

  3. Governance Section Roadmap

    | Governance | Governance Section Roadmap | 7 |

  4. Governance Section Roadmap

    | | Board Overview |

  5. Governance Section Roadmap

    | | Craig H. Barratt Former CEO of Atheros Communications Brings deep semiconductor, computer networking and connectivity experience from his career in senior leadership roles at leading networking companies. Among other accomplishments, as CEO of Atheros Communications he led the company through its IPO and later sale to Qualcomm. | | | Alyssa H. Henry Former Square CEO, Block Brings 25+ years of experience in software engineering and development of database and storage technologies, which is particularly useful as Intel seeks to address the evolving data center market and AI opportunities, as well as substantial senior leadership experiences overseeing successful expansions of business into other technology services. | | | Age: 63 Director Since: 2025 Committees: None | | | Age: 55 Director Since: 2020 Committees: Compensation Governance | | | | | Public Boards: | Astera Labs Intuitive Surgical | | | | | | | | | Public Boards: | Samsara | | New Director - 2025 Future Board Chair - May 2026 | | | | | | | Skills/Experiences: | | | Skills/Experiences: | | | | | | | | | | | | James J. Goetz Partner at Sequoia Capital Brings a keen understanding of evolving technologies and a strong track record of helping companies capitalize on disruptive innovation as a long-tenured partner at a venture capital firm, as well as substantial operating experience, a growth mindset and significant private and public company board experience. | | | Eric Meurice Former CEO & President, ASML Brings deep semiconductor industry expertise through his leadership of the world’s largest supplier of advanced lithography systems, including the extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. He also brings a depth of government, legal, regulatory and policy experience from ASML’s key geopolitical role in the semiconductor supply chain. | | | Age: 60 Director Since: 2019 Committees: Compensation Governance | | | Age: 69 Director Since: 2024 Committees: Audit Financial Expert | | | | | Public Boards: | Palo Alto Networks | | | | | | | | | Public Boards: | IPG Photonics | | Skills/Experiences: | | | Skills/Experiences: | | | | | | | | | | | | Andrea J. Goldsmith President & Professor of Electrical and Computer Engineering, Stony Brook University Brings considerable industry and technical understanding as an accomplished academic, engineer, inventor and entrepreneur (known for her highly acclaimed foundational work in wireless communications), and is also a strong advocate for promoting opportunity and access across the STEM disciplines. | | | Barbara G. Novick Co-founder, Former Vice-Chair, & Senior Advisor, BlackRock Brings deep experience in investment, finance and public policy, as well as broad business acumen, as the co-founder and former leader of the largest global asset manager, enabling her to be a strong advocate for the interests of Intel's stockholders as Intel continues its strategic transformation. | | | Age: 61 Director Since: 2021 Committees: Audit Governance | | | Age: 65 Director Since: 2022 Committees: Governance Chair | | | | | | | | Public Boards: | None | | | Public Boards: | Crown Castle | | | | | Skills/Experiences: | | | Skills/Experiences: | | | | | | | | | |

  6. Governance Section Roadmap

    | 8 | Intel 2026 Proxy Statement |

  7. Governance Section Roadmap

    | | Steve Sanghi CEO & President, Microchip Technology Brings deep semiconductor industry, operating and manufacturing, emerging technologies, business development and M&A experience from his 30 years as CEO of a leading semiconductor company, during which period he helped transform the company from a small non-volatile memory products company to a leading embedded control solutions provider, including through over 20 acquisitions. | | | | Lip-Bu Tan CEO, Intel Brings software and semiconductor expertise from his 12 years as CEO of Cadence Design Systems, a computational software company providing solutions for the design and development of complex semiconductor chips and electronic systems, as well as deep industry relationships from his decades of investments in the semiconductor industry and public company board experience. | | | Age: 70 Director Since: 2024 Committees: Compensation | | | Age: 66 Director Since: 2022 Committees: None | | | | | | Public Boards: | Impinji Microchip Technology | | | Public Boards: | Schneider Electric | | Skills/Experiences: | | | Skills/Experiences: | | | | | | | | | | | | | | Gregory D. Smith Former CFO & EVP, Enterprise Operations, Boeing Brings operational and financial expertise as the former CFO of the world's largest aerospace company, including significant international experience dealing with foreign governments on market access and regulation and business development experience, having overseen the venture capital arm of Boeing. | | | | Dion J. Weisler Former CEO & President, HP Brings technical industry knowledge and a deep understanding of the Intel customer experience as the former CEO of HP, as well as valuable public company directorship experiences and a dedication to corporate responsibility, having championed inclusion and sustainability in prior leadership roles. | | | Age: 59 Director Since: 2017 Committees: Audit Financial Expert | | | Age: 58 Director Since: 2020 Committees: Compensation Chair | | | | | | | | | | Public Boards: | Thermo Fisher Scientific BHP Qantas Airways | | | Public Boards: | American Airlines | | | | | | Skills/Experiences: | | | Skills/Experiences: | | | | | | | | | | | | | | Stacy J. Smith Executive Chair, Kioxia Brings deep semiconductor industry, financial and accounting, operating and manufacturing, and sales, marketing and brand management expertise acquired over nearly 30 years of experience, including as the former Group President of Manufacturing, Operations & Sales and former EVP, CFO & Director, Corporate Strategy of Intel. | | | Retiring Director Frank D. Yeary Board Chair Mr. Yeary announced in February 2026 his intention to retire from the Board upon the conclusion of the 2026 Annual Meeting. As such, he is not standing for re-election at such meeting and Dr. Barratt will succeed him as Board Chair. | | | | Age: 63 Director Since: 2024 Committees: Audit Chair Financial Expert | | | | | | | | | Public Boards: | Autodesk Kioxia | | | | | | | | | | The Board expresses its sincere gratitude and appreciation to Mr. Yeary for his distinguished service, leadership and significant contributions to Intel and its stockholders during his service on the Board and as Board Chair. | | | | Skills/Experiences: | | | | | | | | | | | | | | |

  8. Governance Section Roadmap

    | Governance | Board Overview | 9 |

  9. Governance Section Roadmap

    | | Board Skills |

  10. Governance Section Roadmap

    Listed below are the skills and experiences we consider important for our director nominees in light of our current business strategy, structure, and market dynamics.

  11. Governance Section Roadmap

    | | Skill and/or Experience | | | | | | Semiconductor and Technology | Key to understanding the highly sophisticated design, manufacturing and assembly and test of semiconductor products, our R&D efforts, and the technology ecosystems and markets in which we participate, particularly as we seek to regain process technology competitiveness and develop a foundry business. | | | | Operating and Manufacturing | Valuable asset in overseeing our large scale global R&D, manufacturing and assembly and test organization, our significant capacity expansion plans, our strategy to transform the way the product and foundry parts of our organization interact with each other, and our efforts to develop a foundry business. | | | | Emerging Technologies and Business Models | Important given Intel’s highly competitive and rapidly changing industry, where emerging technologies, such as AI, and new business models can rapidly disrupt even the most well-thought-out strategy. | | | | Business Development and M&A | Provides insight into developing and implementing business growth strategies, assessing “make” vs. “buy” decisions, analyzing the “fit” of a proposed acquisition, valuing transactions, assessing management’s plans for integration and unlocking stockholder value. | | | | Global/International | Provides valuable business and cultural perspectives for Intel’s global R&D, manufacturing, assembly and test, and sales (with the majority of our revenue coming from non-U.S. sales), with continued international investments and manufacturing capacity expansions. | | | | Sales, Marketing and Brand Management | Provides expertise and guidance as we seek to grow sales of our products and foundry services, and enhance our brand. | | | | Human Capital | Of importance to attracting and retaining top talent in a highly competitive market for senior technology leaders, including in areas such as high performance and cloud computing and AI, as we seek to deliver on our growth and transformation strategy. | | | | Senior Leadership | Provides an ability to analyze, shape and oversee the execution of important operational and policy issues. Positions at businesses or organizations that are global, face significant competition or involve technology or other rapidly evolving business models are particularly helpful. | | | | Financial | Knowledge of financial markets and accounting and financial reporting enables oversight of Intel’s capital structure, financing and investing activities, efforts to improve our operational efficiencies, and our financial reporting and internal controls. | | | | Cybersecurity | Experience managing cybersecurity and information security risks or understanding the cybersecurity threat landscape provides valuable knowledge and guidance to the Board in its oversight of the company’s broad and significant cybersecurity and product security risks. | | | | Government, Legal, Regulatory and Policy | Government, regulatory and policy experience is valuable as we engage with governments around the world on significant regulatory and public policy issues, including emerging technologies, such as AI, trade and export control regulations, and government support for the semiconductor industry and supply chain. | | | | Public Company Board | Provides understanding of good public company board and corporate governance practices, board dynamics and operations, the board-CEO/senior management relationship, stakeholder expectations and responsiveness, and appropriate oversight as the company undergoes significant transformation. |

  12. Governance Section Roadmap

    | 10 | Intel 2026 Proxy Statement |

  13. Governance Section Roadmap

    | | NEW 2025 | | | | | | | | | CEO | | | | | | | | | | | | | | | | Highlights — Independent Director Nominees | | Semi/Tech | | | | | | | | | | | | Goldsmith — Prof. of Electrical Engineering, Stony Brook Meurice — CEO, ASML Sanghi — CEO, Microchip Technology S. Smith — Grp. Pres., Manufacturing, Ops. & Sales, Intel | | Op/Man | | | | | | | | | | | | Meurice — CEO, ASML Sanghi — CEO, Microchip Technology S. Smith — Grp. Pres., Manufacturing, Ops. & Sales, Intel Weisler — CEO, HP and COO, Lenovo | | Em Tech | | | | | | | | | | | | Barratt — CEO, Atheros Communications Henry — Square CEO, Block and VP, Amazon Goetz — Partner, Sequoia Capital Goldsmith — Co-founder and CTO, Plume WiFi | | Bus Dev | | | | | | | | | | | | Barratt — CEO, Atheros Communications Goetz — Partner, Sequoia Capital Novick — Co-founder and Vice Chair, BlackRock Sanghi — CEO, Microchip Technology | | Glob/Int | | | | | | | | | | | | Meurice — CEO, ASML G. Smith — CFO, Boeing Sanghi — CEO, Microchip Technology Weisler — CEO, HP and COO, Lenovo | | Sales | | | | | | | | | | | | Barratt — CEO, Atheros Communications Henry — Square CEO, Block and VP, Amazon Novick — Global Acct. Mgmt. Group Head, BlackRock S. Smith — Grp. Pres., Manufacturing, Ops. & Sales, Intel | | Hum Cap | | | | | | | | | | | | Barratt — CEO, Atheros Communications Goldsmith — President, Stony Brook Novick — Co-founder and Vice Chair, BlackRock G. Smith — CFO, Boeing | | Snr Ldr | | | | | | | | | | | | Goetz — Partner, Sequoia Capital Henry — Square CEO, Block and VP, Amazon Novick — Co-founder and Vice Chair, BlackRock Weisler — CEO, HP | | Fin | | | | | | | | | | | | Meurice — CEO, ASML G. Smith — CFO, Boeing Sanghi — CEO, Microchip Technology S. Smith — CFO, Intel | | Cyber | | | | | | | | | | | | Goetz — Palo Alto Networks board Henry — Square CEO, Block and VP, Amazon G. Smith — EVP, Enterprise Operations, Boeing Weisler — CEO, HP and COO, Lenovo | | Govt, Leg | | | | | | | | | | | | Goldsmith — U.S. President’s Council of Advisors, IEEE, National Academy of Engineering Meurice — CEO, ASML Novick — Gov’n Relations & Pub Policy Head, BlackRock | | Pub Co | | | | | | | | | | | | Barratt — Astera Labs, Intuitive Surgical Henry — Samsara S. Smith — Autodesk, Kioxia Weisler — Thermo Fisher, BHP Group, Qantas Airways |

  14. Governance Section Roadmap

    | Governance | Board Skills | 11 |

  15. Governance Section Roadmap

    | | Director Nominees |

  16. Governance Section Roadmap

    This section provides biographical information for each of the director nominees, including a brief description of their occupation, business experience and primary qualifications, attributes and skills that the Governance Committee considered in recommending them as director nominees and that the Board considered in nominating them. The Board is currently composed of 12 directors. Effective at the Annual Meeting, the Board’s size will be reduced to 11 directors.

  17. Governance Section Roadmap

    | Nominee Stats | | | Independent | Women | | Racially/Ethnically Diverse | Born Outside the United States | | 63 years Average Age | 4 years Average Tenure | | Board Stats | | | 4 New Independent Directors since 2024 | 60 Board (17) and Committee (43) Meetings in 2025 | | 89% Weighted Average Attendance for Directors at Board and Committee Meetings in 2025 | |

  18. Governance Section Roadmap

    | | Craig H. Barratt Independent Director Since: 2025 Age: 63 Birthplace: Australia Committees: None | | | Future Board Chair - May 2026 | | Skills/Experiences: | | | | | | Experience Summary Dr. Barratt brings deep semiconductor, cybersecurity and emerging technologies experience from his career in senior leadership roles at Qualcomm, Intel and Google and leading computer networking and connectivity companies. As a former CEO of multiple technology companies, including one that he took through an IPO, period of growth and later sale (Atheros Communications) and another that he led through a period of growth and subsequent sale (Barefoot Networks), he also brings extensive business development and M&A, global/international, sales, marketing and brand management and financial experience. He also has extensive public company board experience at semiconductor and technology companies. Executive Roles Barefoot Networks, Inc., a computer networking company (acquired by Intel in 2019) and Intel Corporation ▪CEO and President of Barefoot (2017-2019) ▪Senior Vice President, leading Intel’s ethernet, photonics and networking businesses (2019-2020) Alphabet, Inc., a technology company (2013-2017) ▪CEO, Access and Energy ▪Senior Vice President at subsidiary Google LLC, leading Google Fiber and various internet access and energy projects Atheros Communications, Inc., a semiconductor company that developed wireless and networking chipsets (acquired by Qualcomm, a technology company, in 2011) and Qualcomm Atheros (a subsidiary of Qualcomm) ▪CEO and President of Atheros Communications (2003-2011) and Vice President, Technology at Atheros Communications (2002-2003) ▪President of Qualcomm Atheros (2011-2013), leading the non-cellular wireless and networking product businesses ArrayComm LLC, a wireless communications software company (1992-2002) ▪Various roles including Executive Vice President and General Manager, Chief Operating Officer and Vice President of Engineering Public Company Boards Astera Labs, Inc., a fabless semiconductor provider of connectivity solutions for artificial intelligence and cloud infrastructure (since 2025) Intuitive Surgical, Inc., a robotic-assisted surgery company (since 2011) | |

  19. Governance Section Roadmap

    | 12 | Intel 2026 Proxy Statement |

  20. Governance Section Roadmap

    | | James J. Goetz Independent Director Since: 2019 Age: 60 Birthplace: United States Committees: Compensation Governance | | Andrea J. Goldsmith Independent Director Since: 2021 Age: 61 Birthplace: United States Committees: Audit Governance | | Skills/Experiences: | | Skills/Experiences: | | | | | | | | Experience Summary Mr. Goetz brings to the Board senior leadership, technology, emerging technologies, business development and cybersecurity experience from his role as a partner of a venture capital firm, where he focuses on cloud, mobile and enterprise technology investments, as well as providing guidance and counsel to a wide variety of internet and technology companies, and his prior work in networks, data security and storage, software and manufacturing through various senior roles and other board experiences. He assembled and led a team that pioneered end-user performance management. His experience with internet and technology companies brings depth to the Board in areas that are important to Intel’s business as it moves from a CPU to a multi-architecture xPU company, from silicon to platforms, and from a traditional IDM to a new, modern IDM. Executive Roles Sequoia Capital Operations LLC, a venture capital firm (2004-Present) - Partner VitalSigns Software, a software design, development, and strategy company (1996-1999) - Co-founder Public Company Boards Palo Alto Networks Inc., a network security solution company (since 2004) Prior Public Company Boards Barracuda Networks Inc., a data security and storage company (2009-2017) Ruckus Wireless Inc., a wireless (Wi-Fi) networking equipment manufacturer (2012-2015) | | Experience Summary Dr. Goldsmith brings to the Board semiconductor, emerging technologies, business development, public company board and government and regulatory experience. She is an accomplished academic, engineer, and inventor with more than two decades of experience at Stanford and Princeton in the fields of electrical engineering and applied science, with highly acclaimed, foundational work in wireless communications. Her research, which focused on the fundamental performance limits of wireless systems, especially with regard to 5G wireless, the mobile Internet of Things (IoT), smart grid design and the applications of communications and signal processing to biology and neuroscience, directly relates to Intel’s data-centric business opportunities. As a Co-founder and Chief Technology Officer of Plume WiFi and Quantenna Communications, she gained valuable entrepreneurial, business development and emerging technologies experience. Executive Roles Stony Brook University (2025-Current) ▪President ▪Professor of Electrical and Computer Engineering Princeton University (2020-2025) ▪Dean of Engineering and Applied Science ▪Arthur LeGrand Doty Prof. of Electrical and Computer Engineering Stanford University (2012-2020) - Stephen Harris Prof. of Engineering Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology (2010-2014) - Co-founder and Chief Technology Officer Quantenna Communications (formerly mySource Communications, Inc.), a silicon chipset producer for high-speed, wireless networking (2005-2009) - Co-founder and Chief Technology Officer Public Company Boards Crown Castle Inc., a REIT and shared communications infrastructure provider (since 2018) Prior Public Company Boards Medtronic plc, a medical device company (2019-2025) Notable Affiliations U.S. President’s Council of Advisors on Science and Technology (2021-2025) - Member Institute of Electrical and Electronics Engineers - Fellow | |

  21. Governance Section Roadmap

    | Governance | Director Nominees | 13 |

  22. Governance Section Roadmap

    | | Alyssa H. Henry Independent Director Since: 2020 Age: 55 Birthplace: United States Committees: Compensation Governance | | Eric Meurice Independent Director Since: 2024 Age: 69 Birthplace: France Committees: Audit Financial Expert | | Skills/Experiences: | | Skills/Experiences: | | | | | | | | Experience Summary Ms. Henry brings senior leadership, technology, emerging technologies and business models, and information security experience to the Board from her executive experience at a mobile payment processing company, including overseeing its expansion into other technology services for small businesses, and by leading the software development segment of a multinational technology company that focuses on e-commerce, cloud computing, digital streaming and artificial intelligence. Her more than 25 years of experience in software engineering and development of database and storage technologies is particularly useful to the Board as Intel seeks to address the evolving data center market and AI opportunities. Executive Roles Block Inc. (formerly Square, Inc.), a software, hardware and financial services provider for small businesses and individuals (2014-2023) ▪Square CEO (Feb 2023-Oct 2023 (retired)) ▪Square Lead, and Block Infrastructure & Information Security Lead (2021-Feb 2023) ▪Seller Lead (2014-2021) Amazon Inc., a multinational technology company (2006-2014) ▪VP, Amazon Web Services Storage Services ▪Director of Software Development for Ordering Microsoft Corporation, a multinational technology company (1994-2006) - 12 years of engineering, program management, and product unit management roles, working on databases and data access technologies Public Company Boards Samsara Inc., a connected cloud operations software company (since 2024) Prior Public Company Boards Confluent Inc., a data infrastructure software company (2021-2026) Unity Software Inc., a video game software development company (2018-2022) | | Experience Summary Mr. Meurice brings deep semiconductor, operating and manufacturing and emerging technologies experience to the Board from nearly a decade of leadership as CEO and President of ASML, the world’s largest supplier of advanced lithography systems used to manufacture semiconductors. During that time, he also honed his business development and M&A, global/international, sales and marketing, finance and senior leadership experience as he led ASML through a period of expanded research and development and partnerships with Intel, Samsung and TSMC to support ASML’s research and development, including the development of extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. At ASML he also developed significant government, legal, regulatory and policy experience given ASML’s key geopolitical role in the semiconductor supply chain. Executive Roles ASML Holding N.V., a semiconductor equipment manufacturing company (2004-2014) ▪Management Board Chair (2013-2014) ▪CEO and President (2004-2013) Thomson SA, Television Division, an electronics manufacturer (2001-2004) - Executive Vice President Dell Computer Corporation, a leading computer company (1995-2001) - Vice President and General Manager, Southern and Eastern Europe ITT Semiconductors, a discrete components and integrated circuits manufacturer (1989-1995) - Worldwide Marketing and Sales Director Intel Corporation (1984-1989) - Various roles in product development and marketing for the automotive sector Public Company Boards IPG Photonics Corp., a maker of fiber lasers, amplifiers and laser diodes (since 2014) Prior Public Company Boards Global Blue Group Holding AG, a payment solutions provider (2018-2025) Notable Affiliation/Accolade Stanford University Graduate School of Business - Arjay Miller Scholar | |

  23. Governance Section Roadmap

    | 14 | Intel 2026 Proxy Statement |

  24. Governance Section Roadmap

    | | Barbara G. Novick Independent Director Since: 2022 Age: 65 Birthplace: United States Committees: Governance Chair | | Steve Sanghi Independent Director Since: 2024 Age: 70 Birthplace: India Committees: Compensation | | Skills/Experiences: | | Skills/Experiences: | | | | | | | | Experience Summary Ms. Novick brings to the Board a deep understanding of the needs and perspectives of investors gained during her more than 30-year career at BlackRock. She also brings to the Board senior leadership, global sales and public policy experience, having served on the Global Executive Committee, created and led the Global Account Management Group for all client segments, and established and led the Global Government Relations and Public Policy Group to provide a voice for investors. She has substantial human capital experience and extensive expertise unlocking stockholder value from having helped grow BlackRock into one of the world’s largest asset management companies. Her experience as head of BlackRock’s Global Investment Stewardship Group also provides insight into matters relating to corporate governance and stockholder engagement important to a public company board. Executive Roles BlackRock Inc., an investment and asset management company (1988-Present) ▪Senior Advisor (2021-Present) ▪Head of Global Investment Stewardship (2018-2020) ▪Founder and Head of Global Government Relations and Public Policy Group (2009-2021) ▪Head of Global Account Management Group (1988-2009) ▪Co-founder and Vice Chairman (1988-2021) Notable Affiliation/Accolade Barron’s - Barron’s 100 Most Influential Women in US Finance (2020) Fixed Income Analysts Society Hall of Fame - Inductee | | Experience Summary Mr. Sanghi brings deep semiconductor, operating and manufacturing, emerging technologies, business development and M&A, global/international, sales and marketing, human capital, senior leadership, and financial experience to the Board from his 30 years as CEO of Microchip Technology, a leading manufacturer of microcontroller, mixed-signal, analog, FPGA, timing, connectivity, non-volatile memory and Flash IP solutions for various embedded control applications. As CEO, he helped transform Microchip Technology from a small company focused on non-volatile memory products to a leading embedded control solutions, acquiring over 20 companies including Silicon Storage, Standard Microsystems, Micrel, Atmel and Microsemi. Executive Roles Microchip Technology Incorporated, a microcontroller, mixed-signal, analog and Flash-IP solutions company (1990-Present) ▪CEO and President (2024-Present) ▪Executive Chair of the Board (2021-2024) ▪CEO (1991-2021) ▪President (1990-2016) ▪COO (1990-1991) Waferscale Integration, Inc., an EPROM and flash memory-based programmable systems-chips company (1988-1990) - Vice President, Operations Intel Corporation (1978-1988) - General Manager of Programmable Memory Operations and other prior roles Public Company Boards Impinj, Inc., a manufacturer of radio-frequency identification devices and software (since 2021) Microchip Technology Incorporated (since 1990) Notable Affiliation/Accolade ▪Published author ▪Received the Dr. Morris Chang Exemplary Leadership Award from the Global Semiconductor Alliance in December 2022 ▪Northern Arizona University renamed their College of Engineering, Informatics, and Applied Sciences to the Steve Sanghi College of Engineering | |

  25. Governance Section Roadmap

    | Governance | Director Nominees | 15 |

  26. Governance Section Roadmap

    | | Gregory D. Smith Independent Director Since: 2017 Age: 59 Birthplace: Canada Committees: Audit Financial Expert | | Stacy J. Smith Independent Director Since: 2024 Age: 63 Birthplace: United States Committees: Audit Chair, Financial Expert | | Skills/Experiences: | | Skills/Experiences: | | | | | | | | Experience Summary Mr. Smith brings to the Board senior leadership, financial, human capital and global/international experience from his role as Executive Vice President and CFO of the world’s largest aerospace company, with responsibility for the company’s Enterprise Operations, Finance, Strategy and Shared Services organizations. He led the company’s global financing arm, Boeing Capital, its corporate audit function, and its environmental, social and governance work. He also held a number of other key leadership roles, including Vice President of Finance, Corporate Controller and Chief Accounting Officer, and Vice President of Financial Planning and Analysis. In between his two stints at Boeing, he spent four years at Raytheon Company as Vice President of Investor Relations. He brings substantial global/international and business development and M&A experience to the Board from his enterprise performance and strategy role at Boeing. His responsibilities also included Boeing HorizonX, the venture capital arm of Boeing that identified and invested in start-ups that are developing emerging technologies in markets such as cybersecurity, AI and machine learning, and autonomous systems, among others. He also has extensive government, legal, regulatory and policy experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. He also brings operating and manufacturing experience to the Board, having overseen Boeing’s manufacturing, operations, supply chain, quality and program management teams. Executive Roles G2 Equity Partners, LLC, a private equity firm (2024-Present) - CEO and Co-founder The Boeing Company (Boeing), the world’s largest aerospace company (2008-2021) ▪CFO and EVP, Enterprise Operations (2020-2021 (retired)) ▪CEO and CFO (Dec 2019-Jan 2020) ▪CFO and EVP, Corporate Development & Strategy (2015-2017) ▪EVP, CFO (2012-2015) Raytheon Company, an aerospace and defense conglomerate (2004-2008) - VP, Global Investor Relations Public Company Boards American Airlines Group, Inc., a U.S. airline (since 2022) | | Experience Summary Mr. Smith brings an extensive breadth of semiconductor, operations and manufacturing and sales, marketing and brand management experience, with significant senior leadership and human capital experience, acquired from numerous roles at Intel, such as Group President of Manufacturing, Operations and Sales (MOS) and Chief Financial Officer (which role he held for nearly a decade). He also brings strategic thinking and analytical skills in the context of business development and M&A as evidenced from his roles across finance as Chief Financial Officer, Director of Corporate Strategy and Group President of MOS, in addition to technical expertise from his role as Chief Information Officer. He has a wealth of global/international experience having led teams across the United States, Europe, Latin America and Asia. He has also served on multiple public company boards for more than two decades and has helped take two companies public. Executive Roles Kioxia Corporation, formerly Toshiba Memory Corporation, a Japanese flash memory and SSD company (2018-current) - Executive Chair of the Board Intel Corporation (1988-2018) ▪Group President, Manufacturing, Operations & Sales (2017-2018) ▪CFO (2007-2016) ▪Other prior roles include Chief Information Officer and EMEA Sales and Marketing Public Company Boards Autodesk Inc., multinational software products and services company (since 2011) Kioxia Corporation (since 2018) Prior Public Company Boards Wolfspeed Inc., a wide-bandgap semiconductor developer and manufacturer (2023-2025) Virgin America Inc., a U.S. airline (2014-2016) | |

  27. Governance Section Roadmap

    | 16 | Intel 2026 Proxy Statement |

  28. Governance Section Roadmap

    | | Lip-Bu Tan Chief Executive Officer Director Since: 2022 Age: 66 Birthplace: Malaysia Committees: None | | Dion J. Weisler Independent Director Since: 2020 Age: 58 Birthplace: Australia Committees: Compensation Chair | | Skills/Experiences: | | Skills/Experiences: | | | | | | | | Experience Summary Mr. Tan was appointed CEO of Intel in March 2025. He was a director of Intel from 2022 through August 2024, and was reappointed to the Board upon his becoming CEO. Mr. Tan is a highly accomplished semiconductor industry leader, having previously served for 12 years as the CEO of Cadence Design Systems, a computational software company providing solutions used to design and develop complex semiconductor chips and electronic systems. He is also the founder and chairman of an international venture capital firm and the founding managing partner of two other funds. Mr. Tan brings to the Board deep semiconductor and technology, senior leadership, global/ international, financial, human capital, sales and marketing, emerging technologies and business models, business development and M&A and public company board experience. Executive Roles Walden International, an international venture capital firm (1987-Present) - Founder and Chairman Celesta Capital, a venture capital firm (2013-Present) - Founding Managing Partner Walden Catalyst Ventures, a venture capital firm (2021-Present) - Founding Managing Partner Cadence Design Systems, Inc., a computational software company ▪Executive Chair of the Board (2021-2023) ▪CEO (2017-2021) ▪CEO and President (2009-2017) Public Company Boards Schneider Electric SE, a digital automation and energy management company (since 2018) Prior Public Company Boards Credo Technology Group Holding Ltd., a connectivity solutions provider (2019-2025) Cadence Design Systems, Inc., a computational software company (2004-2023) Notable Affiliation/Accolade University of California, Berkeley’s College of Engineering and Division of Computing, Data Science, and Society - Advisory board member Semiconductor Industry Association - Robert N. Noyce Award recipient, association’s highest honor (2022) | | Experience Summary Mr. Weisler brings to the Board semiconductor and technology, operating and manufacturing, senior leadership, global/international, emerging technologies and cybersecurity experience from his more than 35 years of experience in the computer industry. From his role as CEO and President of HP, one of the world’s largest technology companies, he also has financial expertise and extensive experience managing human capital and executing a business development and M&A strategy. He also brings valuable public company board experience from his years of service on the boards of multinational companies like Thermo Fisher Scientific, the BHP Group and Qantas Airways. Executive Roles HP, Inc., a computer, printer and related supplies technology company ▪CEO and President (2015-2019 (retired)) ▪EVP, Printing and Personal Systems Group (2013-2015) ▪SVP and Managing Director, Printing and Personal Systems, Asia Pacific and Japan (2012-2013) Lenovo Group Ltd., a technology company ▪VP and COO, Product and Mobile Internet Digital Home Groups (2008-2011) ▪VP and GM, South East Asia (2007-2008) Public Company Boards Thermo Fisher Scientific Inc., an analytical laboratory instrument manufacturer (since 2017) BHP Group Ltd., a mining, metals, and petroleum company (since 2019) Qantas Airways Limited, an Australian airline (since 2025) | |

  29. Governance Section Roadmap

    | Governance | Director Nominees | 17 |

  30. Governance Section Roadmap

    | | Board Composition and Refreshment |

  31. Board of Directors

    Board of Directors

  32. Board of Directors

    | | | Frank D. Yeary Chair Meetings in 2025: 17 Mr. Yeary will retire from the Board following the 2026 Annual Meeting | | | | | | Dr. Barratt appointed to become Board Chair upon Mr. Yeary’s retirement | | Recent Activities and Focus Areas ▪Oversight of our cultural transformation aimed at reestablishing engineering excellence, developing a customer-centric mindset and prioritizing decisive action, disciplined execution and strong financial management ▪Oversight of strategy and execution, including product and process technology roadmaps, where we achieved high-volume manufacturing of products on Intel 18A by the end of 2025 at our Arizona and Oregon fabs ▪Capital spend and allocation, including our 2025 cost reduction plan to reduce operating expenses ▪Raising additional capital, including through: ▪Sale of a majority interest in Altera ▪Sale of additional Mobileye shares ▪Private placements to NVIDIA and SoftBank Group ▪U.S. government agreement removing prior project milestones from our commercial CHIPS Act agreement, accelerating disbursements and providing for equity issuances to the U.S. government, raising additional capital for the company and aligning U.S. government interests with Intel stockholders Key Responsibilities The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders and exercises its oversight responsibilities both directly and through its committees. The Board’s responsibilities include: ▪Strategy and business ▪Human capital management, including CEO selection and performance, management succession planning, culture and compensation ▪Enterprise risk management ▪Ethics, legal and regulatory matters ▪Cybersecurity oversight ▪Corporate social responsibility See page 22 for more details. | | | | | | At each regular Board meeting, time is reserved for independent directors to meet in executive session without management present. Our independent Board Chair presides over these executive sessions. | | |

  33. Security Ownership of 5% Beneficial Owners

    | | Director Compensation |

  34. Overview

    | Director Compensation | Chair | Member | | Board | | | | Annual cash retainer | $275,000 | $100,000 | | Annual equity award | 250,000 | 250,000 | | Committees | | | | Audit Committee | $45,000 | $20,000 | | Compensation Committee | 40,000 | 15,000 | | Governance Committee | 35,000 | 5,000 | | M&A Committee (disbanded) | 20,000 | — |

  35. Director Equity and Deferred Compensation Program

    Director Equity and Deferred Compensation Program RSUs in Lieu of Cash. Under the “RSUs in Lieu of Cash” program, non-employee directors can elect to receive all of their cash compensation in the form of RSUs, which generally vest one year from the grant date. Annual Equity Awards. Each non-employee director re-elected in 2025 received an annual grant of RSUs with a $250,000 target value on the grant date. The RSUs’ grant date and vesting align with the intended Board service, from election at the annual meeting to the date that is the earlier of the one-year anniversary of the grant date or the next annual meeting. All unvested RSU shares are payable upon retirement from the Board if a director is 75 years old or has at least seven years of Board service. Unvested RSUs do not accrue dividend equivalent rights. Deferred Compensation Program. Non-employee directors can defer their cash and equity compensation. Under the cash deferral program, directors may defer up to 100% of their cash compensation. Deferred amounts earn a return as if invested in Intel common stock, with any dividends deemed reinvested. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments over five or ten years, and to begin receiving distributions at retirement or at a future date not less than 24 months from the election date. This deferred cash compensation is an unsecured Intel obligation. The equity deferral program allows directors to defer the settlement of their vested equity awards until termination of service. Directors do not receive dividends on deferred vested equity awards.

  36. Interim Executive Chair

    Interim Executive Chair Mr. Yeary served as Interim Executive Chair from December 2024, upon the departure of our prior CEO, through March 2025, when Lip-Bu Tan joined Intel as our new CEO. For such service, upon the recommendation of the Governance Committee, the Board awarded Mr. Yeary RSUs (in accordance with prior elections he made) with a target valuation of $700,000 that vested immediately upon the grant of such RSUs in May 2025.

  37. Director Compensation Table

    Director Compensation Table The following table sets forth certain information regarding the compensation of each of our non-employee directors who served during fiscal year 2025. The table also sets forth the number of equity awards held by each such non-employee director as of December 27, 2025. Market value is determined by multiplying the number of shares by the Intel common stock closing price on Nasdaq on the last trading day of the fiscal year, unless otherwise specified.

  38. Director Compensation Table

    | | Total Compensation for FY 2025 | | | | Outstanding Equity Awards at FYE 2025 | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | Outstanding Equity Awards (#) | Market Value of Outstanding Equity Awards ($) | | Craig H. Barratt | 25,000 | — | — | 25,000 | — | — | | James J. Goetz | 115,000 | 252,200 | — | 367,200 | 12,552 | 454,400 | | Andrea J. Goldsmith | 125,000 | 252,200 | — | 377,200 | 12,552 | 454,400 | | Alyssa H. Henry | 180,000 | 252,200 | — | 432,200 | 12,552 | 454,400 | | Omar Ishrak | 62,500 | — | — | 62,500 | — | — | | Tsu-Jae King Liu | 52,500 | — | — | 52,500 | — | — | | Risa Lavizzo-Mourey | 75,000 | — | — | 75,000 | — | — | | Eric Meurice | 120,000 | 353,700 | — | 473,700 | 12,552 | 454,400 | | Barbara G. Novick | — | 393,500 | 5,000 | 398,500 | 41,032 | 1,485,400 | | Steve Sanghi | 115,000 | 353,700 | — | 468,700 | 12,552 | 454,400 | | Gregory D. Smith | 138,800 | 252,200 | — | 391,000 | 46,066 | 1,667,600 | | Stacy J. Smith | 132,500 | 252,200 | — | 384,700 | 12,552 | 454,400 | | Dion J. Weisler | 140,000 | 252,200 | — | 392,200 | 12,552 | 454,400 | | Frank D. Yeary | — | 1,241,000 | — | 1,241,000 | 59,617 | 2,158,100 |

  39. Director Compensation Table

    Fees Earned or Paid in Cash and Stock Awards. Includes additional cash compensation of $60,000 received by Ms. Henry for serving as Lead Independent Director during the period Mr. Yeary served as Interim Executive Chair in 2025. Omar Ishrak and Gregory D. Smith deferred their 2025 annual cash compensation until their retirement from the Board. Messrs. Meurice and Sanghi were granted an annual equity award of 5,132 RSUs on January 30, 2025 in connection with their appointments to the Board in December 2024 with a grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718. With respect to the following equity awards to the directors on May 7, 2025, the grant date fair value was computed in accordance with ASC Topic 718. ▪Annual equity awards to all directors re-elected to the board: 12,552 RSUs; and ▪RSUs in Lieu of Cash: Ms. Novick (7,030 RSUs) and Mr. Yeary (49,205 RSUs, which includes his compensation of $700,000 for serving as Interim Executive Chair in 2025). All Other Compensation. Represents matching charitable contributions from the Intel Foundation on behalf of each noted director to schools and universities that met the guidelines of Intel’s employee charitable matching gift program and were eligible for matching funds. Outstanding Equity Awards. Includes (i) unvested RSUs and (ii) vested but deferred equity awards for the following directors: Ms. Novick (21,450), Mr. Yeary (33,006) and Mr. G. Smith (33,514). Awards in this column may become payable upon the director’s retirement from the Board, depending on the director’s age or length of service.

  40. Director Compensation Table

    | Governance | Director Compensation | 29 |

  41. Director Compensation Table

    | | Independence and Related Party Transactions |

  42. Compensation Highlights

    | What We Do | What We Don’t Do | | Award performance-based compensation that uses a variety of performance measures and performance periods Structure a substantial majority of executive pay to be “at risk,” based on a mix of absolute and relative financial, operational and stock price performance metrics Maintain robust stock ownership guidelines for all executive officers Apply clawback policies to our Annual Cash Bonus Plan, equity incentive plans and other incentive compensation and forfeiture provisions that can be triggered by certain detrimental conduct Conduct an annual Say-on-Pay vote and frequent votes on our equity plan Require stockholder approval for any cash severance payments to executive officers in excess of 2.99 times base salary plus target bonus opportunity Conduct comprehensive and regular stockholder engagement Impose limits on maximum incentive award payouts Design compensation programs to support our business goals and promote our short-term and long-term profitable growth | No excise tax gross-ups No perquisite-related tax gross-ups for executive officers (except for company-wide benefits such as reimbursement of relocation and housing costs) No hedging or pledging of Intel common stock by executives or directors No special retirement plans exclusively for executive officers No liberal share recycling under the equity incentive plans No repricing or exchange of underwater stock options without stockholder approval No excessive executive perquisites |

  43. Compensation Section Roadmap

    | | Compensation Committee Letter See pages 38-39 | ▪Shares the Compensation Committee’s perspective on performance, strategy and business environment in 2025 and how that shaped compensation decisions and incentive outcomes | | | Compensation Discussion and Analysis See pages 40-61 | ▪Discusses 2025 compensation of our named executive officers (NEOs) | | | Executive Summary See pages 40-45 | ▪Describes our performance and key strategic achievements in 2025 ▪Discusses changes to our leadership team, including the hiring and compensation of our new CEO, Lip-Bu Tan, in March 2025 ▪Details 2025 elements of compensation ▪Provides 2025 incentive program results that demonstrate pay-for-performance alignment ▪Discusses 2025 say-on-pay vote and stockholder engagement | | | Compensation Setting Process See pages 46-47 | ▪Details compensation philosophy, governance and framework | | | 2025 NEO Compensation See pages 48-56 | ▪Details design of compensation programs (base salary, annual incentive and equity incentives) that tie pay to performance ▪Discloses individual compensation of Intel’s NEOs in 2025, including pay outcomes | | | 2026 Compensation Program Changes See page 56 | ▪Previews changes to 2026 compensation programs | | | Other Executive Compensation Information See pages 57-61 | ▪Provides details on other policies and practices related to Intel’s executive compensation programs, including post-employment compensation arrangements, personal benefits/perquisites, stock ownership guidelines, insider trading and hedging/pledging policies, and clawbacks | | | Compensation Committee Report See page 61 | ▪Compensation Committee recommendation to the Board that the “Compensation Discussion and Analysis” section be included in this proxy statement and incorporated by reference into Intel’s 2025 Annual Report | | | Executive Compensation Tables See pages 62-75 | ▪Summary Compensation Table (page 62) ▪Grants of Plan-Based Awards in Fiscal Year 2025 (page 66) ▪Stock Option Exercises and Stock Vested in Fiscal Year 2025 (page 67) ▪Outstanding Equity Awards at Fiscal Year-End 2025 (page 68) ▪Pension Benefits for Fiscal Year 2025 (page 70) ▪Non-Qualified Deferred Compensation for Fiscal Year 2025 (page 71) ▪Other Potential Post-Employment Payments (page 73) | | | CEO Pay Ratio See page 76 | ▪Provides the ratio of the annual total compensation for our CEO to the annual total compensation of our median employee | | | Pay Versus Performance See pages 77-79 | ▪Discloses the summary compensation total amount and “compensation actually paid,” in each case, for our principal executive officers (PEOs) and, on an average basis, for our non-PEO NEOs, for the past five years |

  44. Pay Outcomes Reflected Our Performance

    Pay Outcomes Reflected Our Performance In 2025, we made meaningful progress against our key financial, operational and strategic priorities, including the achievement by the company of 2025 adjusted revenue and adjusted operating expense at levels above target under the 2025 annual cash bonus plan. Combined with achievement of adjusted gross margin percentage at target, the company performance resulted in our annual cash bonus plan paying out at 118.7% of target for our CEO and 119.7% of target on average for our other NEOs. Looking at longer term performance, the PSUs granted in 2023, with a three-year performance period of 2023 through 2025, vested at 76% of target. The Compensation Committee reviewed these payout levels and determined that they accurately reflected Intel and each executive’s performance across the applicable periods. Our review process is designed to ensure alignment to our long-standing pay-for-performance philosophy.

  45. Committed to Stockholder Dialogue

    | In 2025, we delivered on our 2023 commitment to stockholders to return to multi-year goal setting by implementing a three-year cumulative relative TSR goal (55th percentile for target payout) for the PSUs granted in 2025. |

  46. New CEO and 2025 Business Performance

    * Not Meaningful In addition to the appointment of Mr. Tan as our new CEO, we also had a number of NEO changes occur in 2025 and 2026: ▪Departure of CEO, Intel Products - On March 1, 2026, Ms. Johnston Holthaus departed Intel. Her departure followed a resignation for good reason (as defined in the letter agreement, executed on February 28, 2025). In connection with her resignation for good reason, Ms. Johnston Holthaus was eligible for severance benefits under the Intel Corporation Executive Severance Plan in exchange for a release of claims in favor of Intel. ▪New Executive Officer in 2025 — EVP, Chief Technology and Operations Officer, and General Manager of Foundry - On February 15, 2025, Mr. Chandrasekaran was promoted to Executive Vice President, Chief Technology and Operations Officer and General Manager, Intel Foundry. Mr. Chandrasekaran was designated an executive officer of Intel as of November 20, 2025. Details of his compensation arrangement are reflected in the 2025 NEO Compensation section below. ▪Departure of EVP, Chief Commercial Officer, and General Manager of Sales, Marketing and Communication Group - On June 30, 2025, Mr. Schell departed Intel to pursue another career opportunity. Mr. Schell's departure was a resignation and, as such, he was not entitled to any severance pay or other benefits.

  47. New CEO Compensation Package

    New CEO Compensation Package Although this is the first year that Mr. Tan will be included in our compensation tables, his compensation package, including the one-time, new-hire equity awards, was disclosed and discussed in last year’s proxy statement. When constructing his compensation package, the Compensation Committee considered feedback previously received from stockholders, Mr. Tan’s strong experience and knowledge of Intel, the competitive market for semiconductor executive talent and Intel’s pay-for-performance philosophy. The committee believes Mr. Tan’s compensation package provides an appropriate compensation opportunity given the work required to position Intel for the future, which Mr. Tan can realize only if Intel has strong performance on both a relative and absolute basis over the long-term. Following the disclosure of Mr. Tan’s compensation package, Intel engaged with stockholders ahead of our 2025 Annual Meeting as well as in the off-season ahead of the 2026 Annual Meeting. During these engagements, the structure of Mr. Tan’s new-hire equity awards received favorable feedback from stockholders, and stockholders consistently expressed support for Mr. Tan’s hiring. Mr. Tan’s compensation packages for 2025 (including one-time new-hire awards) and 2026 are set out below.

  48. New CEO Compensation Package

    | | | Annual Compensation $27 million | | | | New-Hire Awards $42 million | | | | | Base Salary $1 million | | | Annual PSUs $14.4 million | | | New Hire Options $25 million | | | 2025 | | | | | | | | | | | | | | | | | | $17 million New Hire PSUs | | | $2 million Target Bonus | | | | $9.6 million Annual Options | | | | | | | | 99% “At Risk” | | | | | | | | | Annual Compensation $27 million | | | | | | | | | Base Salary $1 million | | | Annual PSUs $14.4 million | | | | | | 2026 | | | | | | | | | | | $2 million Target Bonus | | | | $9.6 million Annual Options | | | | | | | | 96% “At-Risk” | | | | | |

  49. New CEO Compensation Package

    The Compensation Committee designed Mr. Tan’s compensation package to strongly align his interests with those of our stockholders and to emphasize long-term value creation. Almost 99% of his 2025 total compensation opportunity was “at-risk” and contingent on company performance, and more than 95% was delivered in the form of equity awards. This structure reflects the committee’s philosophy of linking pay to performance and prioritizing equity over cash compensation. Mr. Tan’s total direct compensation is weighted more heavily towards equity-based awards than our prior CEO’s. This equity-focused approach utilizes metrics designed to incentivize achievement of rigorous performance goals and the creation of sustainable stockholder value. The design of our CEO’s new-hire equity awards emphasizes vehicles that focus on relative and absolute performance and are aligned with stockholder outcomes over the long-term, incorporating (i) performance-based options that are tied to performance outcomes relative to the S&P 500 Index over a period up to five years (New Hire Options), and (ii) performance stock units (PSUs) that are tied to a combination of relative and absolute performance with long-term vesting over five years (New Hire PSUs). Further, as agreed to pursuant to the terms of his offer letter (Tan Offer Letter), Mr. Tan purchased Intel shares with a target value of $25 million from Intel on March 21, 2025. He must hold those shares through each New Hire PSU vesting date for the New Hire PSUs to vest.

  50. New CEO Compensation Package

    | | Award Type and Target Value | | Vesting Terms and Key Considerations | | | 2025 | 2026 | | | | Annual PSUs $14,400,000 (60% of long-term incentive (LTI) mix) | Annual PSUs $14,400,000 (60% of long-term incentive (LTI) mix) | ▪Three-year performance period with vesting based on our TSR performance relative to the TSR of the S&P 500 Index ▪Vesting at target (100%) if TSR at the 55th percentile of the Index and payout capped at target if our absolute TSR is negative ▪Payout at 0% if Intel’s TSR is 25th percentile or below the Index; payout at 200% of target (maximum payout) if Intel’s TSR is 80th percentile or above the Index | | | | | | | | Annual Options $9,600,000 (40% of LTI mix) | Annual Options $9,600,000 (40% of LTI mix) | ▪Time -vesting in equal annual installments over three years, with a maximum 7-year term ▪Received non-qualified stock options in lieu of time-vesting RSUs that other NEOs were granted for LTI ▪Stock options deliver value only if the company’s stock price appreciates meaningfully over time, with no payout in the absence of appreciation | | | New Hire Options $25,000,000 | | ▪Vesting in annual installments over five years, both time and performance vesting, with a maximum 10-year term ▪The first two annual installments vest at target (time-vesting) ▪For each of the last three annual installments vesting is based on Intel’s TSR relative to the TSR of S&P 500 Index for the period starting from the grant date through the applicable vesting date ▪Aggregate payout opportunity under the option award is +/-50% based on relative TSR performance metric ▪Requires absolute stock price growth for award to have any value | | | | | | | | New Hire PSUs $17,000,000 | | ▪Earned based on stock price growth over a three-year period: ▪Threshold: 0% payout if the stock price does not increase ▪Target: 100% payout for 200% increase in the stock price ▪Maximum: 300% payout for 300% increase in the stock price ▪Payout based on stock price achievement at the end of three-year performance period ▪Any payout will vest over five years, as follows: ▪50% vesting on the 3rd anniversary of the grant date ▪25% vesting on the 4th anniversary of the grant date ▪25% vesting on the 5th anniversary of the grant date ▪For payout above target, Intel’s relative TSR vs. the S&P 500 Index required to be at least at the 55th percentile ▪Requires that on each vesting date Mr. Tan continues to hold the shares with a target value of $25 million that he purchased pursuant to the Tan Offer Letter ▪Requires absolute stock price growth for any award to be earned, and both absolute stock price growth and relative outperformance for payouts above target to be realized |

  51. 2025 Elements of Pay

    | | | Pay Element | Weight | | Purpose | Performance Period | 2025 Performance Metric | | | | | CEO | Other NEOs | | | | | | | Base Salary | | | Designed to be market-competitive and attract and retain talent | Annual | | | | | | | | | | | | | | Annual Cash Bonus | | | Incentivize achievement of Intel’s near-term financial and operational objectives, consistent with Intel’s longer-term goals | Annual | New Metric Mix for 2025: ▪CEO: four metrics (25% each): ▪Revenue ▪Gross Margin Percentage ▪Operating Expense ▪Intel Top Jobs ▪Other NEOs: same four metrics above plus Individual Objectives and Key Results (20% each) Payout opportunity is 0-200% of target | | | | | | | | | | | | | Performance Stock Units (PSUs) (50% of LTI mix for NEOs (60% for our CEO)) | | | Designed to reward long-term profitability and long-term performance relative to peers, create alignment with stockholders, and facilitate executive retention | Three Years | New Metric for 2025: Payout opportunity is 0-200% of target based on three-year TSR performance relative to the S&P 500 Index, with above-median (55th percentile) performance required for target payout. Payout capped at target if our absolute TSR is negative *We eliminated annually set goals and returned to multi-year goal setting for our 2025 PSUs, using three-year relative TSR as the sole performance metric. The PSU design is consistent with market best practices and ensures that above-target payout requires sustained superior performance | | | | | | | | | | | | | | | | | | | | | | Restricted Stock Units (RSUs) (50% of LTI mix for NEOs other than our CEO) | | | Facilitates stock ownership, executive retention, and stockholder alignment | Over Three Years (annual vesting) | ▪Stock Price | | | | Stock Options (Options) (40% of LTI mix for our CEO only) | | | Incentivize achievement of growth that would result in long-term stock price appreciation, and facilitate stock ownership, and executive retention | Over Three Years (annual vesting) | ▪Stock Price |

  52. 2025 Incentive Program Results

    2025 Incentive Program Results Our 2025 executive compensation programs were structured to provide strong pay-for-performance alignment as evidenced by recent payouts. As shown on the table below, both the annual cash bonus payouts and performance results for fiscal year 2025 of the three-year performance period for the PSUs granted in 2023 (2023 PSUs) and the PSUs granted in 2024 (2024 PSUs), were above-target.

  53. 2025 Incentive Program Results

    | Pay Element | 2025 Results | Performance Summary | | 2025 Annual Cash Bonus | 118.7% For CEO 119.7% Average for Other NEOs | Payout reflects: ▪above-target results for revenue; ▪above maximum results for limiting operating expense; ▪slightly below-target results for gross margin percentage; and ▪performance on Intel Top Job score achieved at 88.5% for Intel Products, 72.5% for Intel Foundry and 80.5% for Intel Corporate, (see “Intel Top Jobs” on page 50) Average payout for NEOs other than Mr. Tan also reflects an average of 105% achievement for individual objectives and key results emphasizing long-term strategic transformation initiatives rather than achieving annual financial targets (see “Individual Performance Goals” on page 51) | | 2023 PSUs (vested 1/31/2026) | 76% | Payout reflects: ▪average performance for the annual performance goals of 100%; ▪below-threshold performance for the revenue CAGR modifier; and ▪above-target performance for the relative TSR modifier While average performance for the annual performance goals would have earned 100% of target, the combined outcomes of the modifiers reduced the payout by -24%, resulting in a final payout at 76% of target | | Year 3 of 2023 PSUs (vested 1/31/2026) Year 2 of 2024 PSUs (vesting 1/31/2027) | 148% | Performance for the 2023 PSUs’ third year and the 2024 PSUs’ second year, of both of their three-year performance periods, resulted in a 148% score for 2025 as to the revenue growth percentage and CFFO metrics; the 2023 PSUs and 2024 PSUs are each subject to two modifiers that can each impact the final results of the two financial metrics at the end of the respective three-year performance period: (i) for the 2023 PSUs, by plus or minus 25 points and (ii) for the 2024 PSUs, such that the cumulative impact of the two modifiers cannot exceed plus or minus 25 points |

  54. 2025 Incentive Program Results

    Tan Final Payout. The final 2025 Annual Cash Bonus payout percentage for Mr. Tan reflects the reduction made by the Compensation Committee in consultation with Mr. Tan to align his payout with the general payout level for corporate employees.

  55. Pay Philosophy and Elements of Compensation

    Pay Philosophy and Elements of Compensation The principal elements of our pay-for-performance philosophy include a competitive pay positioning strategy, an emphasis on incentive-driven pay and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability), as evidenced by the following program components. ▪Total direct compensation opportunities are designed so that a substantial portion of executive pay is variable or “at risk,” based primarily on specific financial metrics or stock price performance over the long term. ▪To further align our executives’ interests with those of our stockholders, the Compensation Committee has structured compensation so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility. ▪By using financial, operational and stock price measures, our incentive plans provide a clear and quantifiable link to operational performance with the goal of creating long-term stockholder value. The competition for experienced executive talent, technical architects, AI and software leaders and advanced manufacturing experts remains intense and global. Rapid innovation cycles, geopolitical dynamics and large‑scale industry investment continue to elevate the importance of a compelling and competitive total direct compensation opportunity. To remain a destination for top talent, we benchmark compensation against a peer group that reflects the diverse markets in which we compete for leadership and technical capability. Adjustments to individual pay positioning consider performance, criticality of role, scarcity of skill set and experience, while balancing internal equity and external competitiveness. This approach supports our commitment to attracting, retaining and rewarding the leadership and technical excellence needed to drive our strategy forward. Our executive compensation elements for 2025 included base salary, an annual cash bonus and long-term incentive equity awards consisting of annual RSUs, Options (for our CEO) and PSUs. We also provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance and other programs consistent with market practice that are designed to allow our executive officers to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components links the pay of our executive officers to the performance of our company and enables us to attract and retain talent in a highly competitive market.

  56. External Competitive Considerations for 2025

    External Competitive Considerations for 2025 To assist the Compensation Committee in its review of executive compensation in early 2025, Semler Brossy, in conjunction with Intel’s Compensation and Benefits Group, provided compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the committee selected as a peer group for executive compensation analysis purposes. The historical compensation data was used to arrive at current-year estimates for the peer group. The committee used this data to compare the compensation of our NEOs to that of the individuals holding comparable positions at the companies in the peer group and make informed decisions.

  57. Peer Group

    Peer Group The peer group used for benchmarking compensation is focused exclusively on technology companies as we primarily compete for talent with such companies. The Compensation Committee reviewed our peer group in July 2025 and determined that no changes were required from the peer group that was approved in July 2024, which was used for determining 2025 compensation. Our peer group for 2025 continued to consist of 17 technology companies. The committee selected our peers based on size, strategic relevance, business scope and comparability, as well as scale of R&D investments. The committee focused on a pure technology peer group because of their greater relevance, the fact that pay practices at technology companies differ from those of non-technology companies, and because our talent pool movement is primarily within the technology industry. While no one individual company is a perfect match for our size and business, the peer group on aggregate reflects a snapshot of the market in which we compete for executive talent. The table below shows information as of the most recently reported fiscal year for our current technology peer group:

  58. Peer Group

    | Company | Revenue ($ in billions) | Net Income (Loss) ($ in billions) | | Intel | 52.9 | (0.3) | | Intel Percentile | 36th | 0th | | Technology Peer Group | | | | Advanced Micro Devices, Inc. | 34.6 | 4.3 | | Alphabet Inc. | 402.8 | 132.2 | | Amazon.com Inc. | 716.9 | 77.7 | | Apple Inc. | 416.2 | 112.0 | | Applied Materials, Inc. | 28.4 | 7.0 | | Broadcom, Inc. | 63.9 | 23.1 | | Cisco Systems, Inc. | 56.7 | 10.2 | | Dell Technologies, Inc. | 95.6 | 4.6 | | Hewlett Packard Enterprise | 34.3 | 0.1 | | HP Inc. | 55.3 | 2.5 | | International Business Machines Corporation | 67.5 | 10.6 | | Meta Platforms, Inc. | 201.0 | 60.5 | | Micron Technology, Inc. | 37.4 | 8.5 | | Microsoft Corporation | 281.7 | 101.8 | | NVIDIA Corporation | 215.9 | 120.1 | | Qualcomm Incorporated | 44.3 | 5.5 | | Texas Instruments Incorporated | 17.7 | 5.0 |

  59. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee engaged Semler Brossy throughout 2025 as its independent executive compensation consultant. Semler Brossy advises the committee on all matters related to the compensation of our executive leadership team. The consultant’s advisory services include providing benchmarking analysis for our peer group and other relevant market data in our industry and helping the committee interpret this data, as well as providing advice and analysis on executive compensation strategy and design and our leadership transitions. The consultant reported directly to the Compensation Committee and interacted with management at the committee’s direction. Semler Brossy did not perform work for us in 2025 outside of its engagement by the committee and the Governance Committee (advising on director compensation). The committee assessed its consultant under factors set forth in the SEC’s rules and concluded that Semler Brossy was independent, and that the firm’s work in 2025 for the committee did not raise any conflicts of interest.

  60. Use of Independent Compensation Consultant

    | Compensation | Compensation Discussion and Analysis | 47 |

  61. Annual Incentive Cash Compensation

    Annual Incentive Cash Compensation In February 2025, the Compensation Committee approved the 2025 performance metrics and the goals under the Intel Corporation Executive Annual Performance Bonus Plan (Annual Cash Bonus Plan). In determining the performance metrics and the goals under the Annual Cash Bonus Plan, the committee considered whether the existing performance metrics were adequately linked to corporate strategy and drove appropriate incentives and whether any other metrics would be appropriate to add. The committee replaced the group operating income metric with a company-wide operating expense metric to align the Annual Cash Bonus Plan with our commitment to investors to reduce operating expenses in 2025. In addition, for 2025, we renamed and redesigned the One Intel Operational goals into the Intel Top Jobs goals and replaced company-wide objectives for Intel Products, Intel Foundry and Intel Corporate specific objectives. The maximum payout opportunity under the Annual Cash Bonus Plan is 200% of the executive’s target opportunity. The table below shows the target opportunities for our NEOs under the 2025 Annual Cash Bonus Plan as compared to the approved target opportunity for 2024.

  62. Annual Incentive Cash Compensation

    | Name | 2025 Annual Cash Bonus Target (% of Base Salary) | 2025 Annual Cash Bonus Target Amount ($) | 2024 Annual Cash Bonus Target Amount ($) | Change 2025 vs. 2024 | | Lip-Bu Tan | 200% | 2,000,000 | N/A | N/A | | David A. Zinsner | 175% | 1,487,500 | 1,476,600 | 0.7% | | Naga Chandrasekaran | 175% | 1,374,000 | N/A | N/A | | April Miller Boise | 175% | 1,312,500 | 1,312,500 | —% | | Michelle Johnston Holthaus | 200% | 2,000,000 | 1,476,600 | 35.4% | | Christoph Schell | 175% | 1,487,500 | 1,476,600 | 0.7% |

  63. Annual Incentive Cash Compensation

    2025 Annual Cash Bonus Target Amount. The amounts included in this column are based on a percentage of actual base salary paid for 2025, which amounts differ from the amounts included as annual base salary on page 48 above for Mr. Chandrasekaran because an increase in his base salary became effective on February 15, 2025. 2024 Annual Cash Bonus Target Amount. The amounts included in this column are based on a percentage of actual base salary paid for 2024, which amounts differ from the amounts included as annual base salary on page 48 above for Mr. Zinsner and Ms. Johnston Holthaus because the increases in their base salaries for 2024 became effective on July 1, 2024.

  64. Annual Incentive Cash Compensation

    | 48 | Intel 2026 Proxy Statement |

  65. 2025 Annual Cash Bonus Plan Metrics

    2025 Annual Cash Bonus Plan Metrics A summary of the Annual Cash Bonus Plan metrics and how they align to our long-term strategy is presented below.

  66. 2025 Annual Cash Bonus Plan Metrics

    | Metric | Weight | Why Included in our Annual Cash Bonus Plan | | Revenue | 20% | ▪Aligns to our growth strategy and gives us the ability to measure our progress against our financial plans set early in the year | | Gross Margin Percentage | 20% | ▪Aligns to our goal for growth to be additive to the bottom line and gives us the ability to measure our progress against our financial plans set early in the year | | Operating Expense | 20% | ▪Aligns to our corporate strategy by focusing on limiting our operating expense as we have committed to our investors | | Intel Top Jobs Goals | 20% | ▪Goals represent key deliverables or milestones for each of our three major groups (Intel Products, Intel Foundry and Intel Corporate) aligned to our long-term strategic objectives of product leadership, building an external foundry business and strengthening our foundations for predictable execution | | Individual Performance Goals | 20% | ▪Provides ability to further promote strong execution of our strategy and drive differentiation in the plan results based on our NEOs’ individual contributions during the performance period ▪Each NEO’s performance is assessed against the individual’s 2025 pre-established objectives |

  67. 2025 Annual Cash Bonus Plan Metrics

    Use of Non-GAAP Measures and Adjustments. The revenue, gross margin percentage and operating expense targets are generally established by the Compensation Committee using the company’s non-GAAP measures of revenue, gross margin percentage and operating expense as reported in its annual and quarterly earnings releases. The company’s achievement against those targets is then subject to further adjustments as permitted under our Annual Cash Bonus Plan. See “Adjustments” on page 50. Tan Annual Bonus Design. The Annual Cash Bonus Plan design for Mr. Tan did not include individual performance goals, and each of the four metrics—revenue, gross margin percentage, operating expense and Intel Top Jobs goals—was weighted 25%.

  68. Financial Metrics and Goals

    | Payout Percentage | Threshold 0% | Target 100% | | | | Maximum 200% | Score | | | | | | | Achievement: $53.36 billion | | | | Revenue (Adjusted) | | | | | | | | | | | | | | | | 113.6% | | | $48.0 billion | $52.0 billion | | | | $58.0 billion | | | | | | | Achievement: 36.96% | | | | | Gross Margin Percentage (Adjusted) | | | | | | | | | | | | | | | | 99.6% | | | 34% | | 37% | | | 40% | | | | | | | | Achievement: $16.48 billion | | | | Operating Expense (Adjusted) | | | | | | | | | | | | | | | | 200% | | | $19.5 billion | $18.5 billion | | | | $17.5 billion | |

  69. Individual Performance Goals

    Individual Performance Goals Individual performance goals, or “objectives and key results” (OKRs), are included in the Annual Cash Bonus Plan (other than for our CEO) to further promote strong execution of our strategy and drive differentiation in the payout results based on our NEOs’ individual contributions during the performance period. The Compensation Committee approved the OKRs for each NEO, which included objectives critical to our strategy and transformation, at the beginning of 2025. Within each of the OKRs, there were another three to five specific and measurable objectives. Mr. Tan’s Annual Cash Bonus Plan did not include an individual performance metric, because the committee considers the company results a reflection of CEO performance. Our CEO assessed the performance of each of the other NEOs against their individual OKRs established early in 2025, and then presented assessments and recommendations of the performance score for each NEO to the Compensation Committee. The committee concurred with the CEO’s assessments and recommendations for the individual performance.

  70. Individual Performance Goals

    | Compensation | Compensation Discussion and Analysis | 51 |

  71. Individual Performance Goals

    The following table summarizes each NEO’s performance highlights and individual score:

  72. Individual Performance Goals

    | Name | Individual Performance Highlights | Individual Score | | David A. Zinsner | Mr. Zinsner took on additional responsibilities as Interim Co-CEO until Mr. Tan joined in March 2025. Other accomplishments included successful execution of a number of transactions that significantly improved our balance sheet position (U.S. government, Nvidia, SoftBank Group, Altera and Mobileye), significant reductions in operating expenses and capital expenditures in 2025, and execution across structural transformation and discipline objectives. | 110% | | Naga Chandrasekaran | Mr. Chandrasekaran led a significant reorganization and transformation of Intel Foundry into a single operating model, executed against a number of objectives around foundry execution reducing operating costs and capital intensity, and rebuilding customer confidence, and took further steps to better position Intel Foundry for improved scale, competitiveness and financial performance in the future. | 110% | | April Miller Boise | Ms. Miller Boise helped achieve significant litigation wins, including dismissal of major securities and class-action cases, and led the organization through multiple significant transactions. She also strengthened our external standing through leadership in industry and governance forums. | 100% | | Michelle Johnston Holthaus | Ms. Johnston Holthaus took on additional responsibilities as Interim Co-CEO until Mr. Tan joined in March 2025 and as CEO of Intel’s Product Group. Among other things, she led our product teams through a critical transition period, including her own transition and commitment to remain employed in a non-executive role through March 1, 2026, to facilitate a smooth transition. | 100% |

  73. Final 2025 Annual Cash Bonus Plan Payout

    Final 2025 Annual Cash Bonus Plan Payout The following table sets forth the performance results for each NEO under the Annual Cash Bonus Plan for 2025, including the Compensation Committee’s assessment of performance and their actual cash payments for 2025.

  74. Final 2025 Annual Cash Bonus Plan Payout

    | Name | Performance Metrics | | | | | Final Payout (%) | 2025 Annual Cash Bonus Payment ($) | | | Revenue (weighted 20%) | Gross Margin Percentage (weighted 20%) | Operating Expense (weighted 20%) | Intel Top Jobs Goals (weighted 20%) | Individual Performance Goals (weighted 20%) | | | | Lip-Bu Tan | 113.6% | 99.6% | 200% | 80.5% | N/A | 118.7% | 2,374,000 | | David A. Zinsner | 113.6% | 99.6% | 200% | 80.5% | 110% | 120.7% | 1,795,700 | | Naga Chandrasekaran | 113.6% | 99.6% | 200% | 72.5% | 110% | 119.1% | 1,636,700 | | April Miller Boise | 113.6% | 99.6% | 200% | 80.5% | 100% | 118.7% | 1,558,200 | | Michelle Johnston Holthaus | 113.6% | 99.6% | 200% | 88.5% | 100% | 120.3% | 2,406,400 | | Christoph Schell | —% | —% | —% | —% | —% | —% | — |

  75. Final 2025 Annual Cash Bonus Plan Payout

    Tan Annual Bonus Design. The Annual Cash Bonus Plan design for Mr. Tan did not include individual performance goals, and each of the four metrics—revenue, gross margin percentage, operating expense, and Intel Top Jobs goals—was weighted 25%. Tan Final Payout. After reviewing 2025 performance under the Annual Cash Bonus Plan, the Compensation Committee, in consultation with Mr. Tan, adjusted his bonus payout. Because his calculation excludes the individual performance metric applied to other employees, his formulaic payout was 123.4%, which was higher than that of the broader employee population due to the higher weighting of financial metrics alone. To maintain alignment and consistency, the committee— with Mr. Tan’s agreement—reduced his payout to 118.7%, matching the general payout level for corporate employees. Schell Annual Bonus. Mr. Schell resigned from Intel effective June 30, 2025 and did not earn a bonus under the Annual Cash Bonus Plan. The Compensation Committee reviewed the 2025 annual cash bonus payouts in the context of the goals set in the beginning of the year and the performance of Intel and each NEO in 2025. The committee determined the final payouts accurately reflected performance in 2025, including improved execution and continued progress against strategic priorities.

  76. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee’s decisions related to annual long-term incentive (LTI) equity awards for 2025 were largely based on an executive’s potential and sustained performance, as well as succession planning, business need and criticality, internal parity, consideration of a competitive market analysis and our former Interim Co-CEOs’ recommendations (for executives that reported to them). Based on the committee’s review of these factors, the annual target LTI equity award values granted in 2025 to the NEOs who continued in the same role were the same as the equity award values granted in 2024. The committee increased Ms. Johnston Holthaus’ target LTI equity award value in January 2025 in connection with her promotion to CEO, Intel Products. In 2025, the annual LTI equity awards granted to the NEOs consisted of approximately 50% PSUs and 50% RSUs and our new CEO’s awards consisted of approximately 60% PSUs and 40% Options. The table below shows the annual target LTI equity award values approved by the Compensation Committee for our NEOs in 2025, as compared with annual equity award values approved for the NEOs in 2024, with the exception of Messrs. Tan and Chandrasekaran who were not NEOs in 2024.

  77. Equity Incentive Compensation

    | Name | 2025 Approved Value of Annual LTI Equity Awards ($) | 2024 Approved Value of Annual LTI Equity Awards ($) | Change 2025 vs. 2024 | | Lip-Bu Tan | 24,000,000 | N/A | N/A | | David A. Zinsner | 9,400,000 | 9,400,000 | —% | | Naga Chandrasekaran | 8,000,000 | N/A | N/A | | April Miller Boise | 5,250,000 | 5,250,000 | —% | | Michelle Johnston Holthaus | 16,000,000 | 10,500,000 | 52.4% | | Christoph Schell | 9,400,000 | 9,400,000 | —% |

  78. 2025 PSU Awards

    2025 PSU Awards PSUs are performance stock units, or performance-based RSUs, under which the number of shares of Intel common stock earned is based on our achievement against specified performance metric(s) over a three-year performance period. The PSUs granted in 2025 (2025 PSUs) may be earned based on our three-year TSR relative to the S&P 500 Index, and above-median (55th percentile) performance is required for a target payout. The payout opportunity for our NEOs is 0% to 200% of the target number of 2025 PSUs granted. Additionally, if our absolute TSR for the three-year performance period is negative, the payout opportunity may not exceed 100% of the target number of PSUs granted. With the 2025 PSUs, the Compensation Committee returned to setting three-year cumulative goals as compared to setting annual objectives for the PSUs granted in 2022, 2023 and 2024, as described below, and the committee delivered on our previously disclosed commitment to our stockholders to return to multi-year goal setting by fiscal year 2025. The Compensation Committee selected relative TSR as the three-year performance metric for the 2025 PSUs because they believe it is a transparent, externally verifiable measure of long‑term value creation that reflects stock price appreciation and links payouts to stockholder experience over a sustained period. Unlike annual goal‑based metrics, relative TSR captures our performance over a full multi‑year period. This design was implemented by the committee in consideration of the business transformation underway and in anticipation of a new CEO joining to lead the company. Given the dynamic changes in the semiconductor sector and significant strategic decisions ahead, the committee determined the use of relative TSR over the next three-year period was an appropriate measure of our leadership team’s success.

  79. 2023 PSUs and 2024 PSUs

    2023 PSUs and 2024 PSUs While the 2025 PSUs are solely based on relative TSR, payout for the 2023 and 2024 PSUs is in part determined by annual performance on revenue growth and cash flow from operations, with goals for each set at the beginning of each year of the three-year performance period. The 2023 and 2024 PSUs are each subject to two modifiers that can each impact the final results of the two financial metrics at the end of the respective three-year performance period: (i) for the 2023 PSUs, by plus or minus 25 points and (ii) for the 2024 PSUs, such that the cumulative impact of the two modifiers cannot exceed plus or minus 25 points.

  80. 2025 Year Performance

    | Performance Period | Metric | Weighting | Threshold | Target | Maximum | Achievement | Payout Per Metric | | 2025 | Revenue Growth % (Adjusted) | 60% | -10.0% | -2.0% | 9.0% | 0.5% | 114% | | | CFFO (in billions) (Adjusted) | 40% | $6.0 | $7.0 | $8.0 | $9.8 | 200% | | 2025 Payout % | | | | | | | 148% |

  81. 2025 Year Performance

    Adjustment. Achievement for the two financial performance metrics reflects permitted adjustments under the 2023 PSUs and 2024 PSUs to reflect the material impact on financials resulting from M&A activity and divestitures, specifically the sale of a majority interest in and deconsolidation of Altera Corporation in the third quarter of 2025. Adjustments were made to revenue growth percentage and CFFO starting from the company’s reported consolidated revenue growth percentage (-0.5%) and CFFO ( $9.7 billion) and adjusting such numbers to a result that was designed to reflect what would have been achieved had Altera continued to be fully owned by Intel through the end of fiscal 2025 and achieved the results forecasted for the remainder of 2025 at the time of the divestiture.

  82. Payout of 2023 PSU Awards

    Payout of 2023 PSU Awards Our PSUs are designed with the intention of challenging executives to reach rigorous long-term goals, and to link our executives’ compensation with our performance. The 2023 PSUs vested on January 31, 2026 and were earned at 76% of the target number of shares granted based on the average performance of the annual performance goals for fiscal years 2023, 2024 and 2025, as adjusted to reflect the impact of the two three-year modifiers (three-year relative TSR and three-year CAGR) as shown in the table below. The 2023 PSUs paid out at 76% of target based on an average performance for the annual performance goals of 100%, below-threshold performance for the revenue CAGR modifier, and above-target performance for the relative TSR modifier, which together impacted the payout of the 2023 PSUs by -24%.

  83. Payout of 2023 PSU Awards

    | Metric | Weighting | 2023 Payout Per Metric | 2024 Payout Per Metric | 2025 Payout Per Metric | Average Annual Score | Impact of Three-year Modifiers | | Final Payout Percentage | | Revenue Growth % (Adjusted) | 60% | 89% | 32% | 114% | 100% | Relative TSR | 1% | 76% | | CFFO (Adjusted) | 40% | 200% | 0% | 200% | | Revenue CAGR | -25% | | | Annual Score | | 133% | 19% | 148% | | Total Impact | -24% | |

  84. Payout of 2023 PSU Awards

    Adjustment. As discussed above, achievement for the two financial performance metrics for 2025 reflects permitted adjustments under the 2023 PSUs to account for material impacts to our financial results of M&A activity and divestitures, specifically the sale of a majority interest in and deconsolidation of Altera Corporation in the third quarter of 2025. No adjustments were made for 2023 or 2024.

  85. Payout of 2023 PSU Awards

    | 54 | Intel 2026 Proxy Statement |

  86. PSU Design and Impact on Compensation Tables

    PSU Design and Impact on Compensation Tables Because of SEC rules and accounting standards governing when PSUs are considered “granted,” the amounts included in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal Year 2025 Table” (Compensation Tables) differ from the intended target amounts described above on page 53. Under the SEC rules and accounting standards, the grant date for PSUs is deemed to occur (and thus to be reportable under the SEC’s proxy rules) when the goals for a period are set by the Compensation Committee. Since the 2023 PSUs and 2024 PSUs each have two financial metrics with goals set annually by the Compensation Committee, 1/3 of the target number of each of the 2023 PSUs and 2024 PSUs is deemed “granted” for each year of the applicable three-year performance period. Next year, such tables will include the third year “grant” of the 2024 PSUs as the goals are set for 2026 by the Compensation Committee in accordance with the terms of the awards. Therefore, the Compensation Tables reflect three outstanding PSU awards: ▪2025 PSUs - the grant date fair value of the target number of 2025 PSUs; plus ▪2024 PSUs - the grant date fair value of 1/3 of the target number of the 2024 PSUs (reflecting the second year “grant” of the three-year performance period); plus ▪2023 PSUs - the grant date fair value of 1/3 of the target number of the 2023 PSUs (reflecting the third year “grant” of the three-year performance period). This is illustrated in the graphic below.

  87. PSU Design and Impact on Compensation Tables

    | Fiscal Year | 2023 | 2024 | 2025 | 2026 | 2027 | | 2023 PSUs | | | | | | | | Year 1 1/3 of Grant included in Compensation Tables | Year 2 1/3 of Grant included in Compensation Tables | Year 3 1/3 of Grant included in Compensation Tables | | | | | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | | | | | 3-year goals: Relative TSR and Revenue CAGR | | | | | | | 2024 PSUs | | | | | | | | Year 1 1/3 of Grant included in Compensation Tables | Year 2 1/3 of Grant included in Compensation Tables | Year 3 1/3 of Grant included in Compensation Tables | | | | | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | | | | | 3-year goals: Relative TSR and Revenue CAGR | | | | | | | 2025 PSUs | Year 1 100% of Grant included in Comp Tables | | | | | | | 3-year goal: Relative TSR | | |

  88. 2025 Annual RSU Awards

    2025 Annual RSU Awards For 2025, RSUs made up 50% of the annual LTI award for our NEOs (other than our CEO, who did not receive RSUs). These awards are intended to support our efforts to provide competitive compensation packages to retain executive officers and to reward them for absolute long-term stock price appreciation. RSUs also serve to balance the performance-based nature of PSUs, facilitate stock ownership and provide a significant incentive to stay with the company. Annual RSUs granted to our NEOs in 2025 vest in substantially equal installments on the first three anniversaries of the grant date.

  89. 2025 Annual RSU Awards

    | Compensation | Compensation Discussion and Analysis | 55 |

  90. 2025 Annual Options

    2025 Annual Options For 2025, stock options made up 40% of the annual LTI award for our CEO, while other NEOs received annual RSUs and no stock options. The Compensation Committee determined that stock options were more appropriate than RSUs in the CEO’s compensation package because options introduce greater variability and performance leverage relative to full‑value awards. Unlike RSUs, options deliver value only if the company’s stock price appreciates meaningfully over time, with no value generated in the absence of appreciation. The committee believes this structure more directly aligns the CEO’s long‑term compensation outcomes with stockholder experience and reinforces a strong focus on sustained value creation. Annual options granted to our CEO in 2025 vest in substantially equal installments on the first three anniversaries of the grant date.

  91. Reconciliation of our CEO’s Equity Awards with the Compensation Tables

    Reconciliation of our CEO’s Equity Awards with the Compensation Tables Although we did not make any changes to the amount or value of the CEO’s equity awards, the value of the awards disclosed on page 43 above differs from the values included in the Compensation Tables, with the differences in the value of equity awards attributable to the following: ▪Stock Price Used. Both the conversion factor used to determine the number of units or options to award Mr. Tan and the accounting grant date fair value are determined by using a Monte Carlo simulation that utilized: ▪for purposes of determining the number of units or options to award Mr. Tan, an average of Intel’s trading prices over a 30-day period preceding the public announcement date of March 12, 2025 ($22.79); and ▪for purposes of the grant date fair value for the Compensation Tables, the value on the grant date of March 18, 2025 ($25.92), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). ▪Accounting Fair Value. The grant date fair values for both the PSUs and New Hire PSUs are determined using a Monte Carlo simulation that reflects the probability of achieving these meaningful performance goals (market conditions under ASC 718) as of the grant date. For details regarding the assumptions used to value the awards see Summary Compensation Table; Equity Awards on page 62.

  92. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We have in place the Intel Corporation Executive Severance Plan (Executive Severance Plan), certain specific arrangements and generally available post-employment arrangements. We also have an Executive Officer Cash Severance Policy, which provides that we will not enter into arrangements or agreements with executive officers that provide for cash severance payments exceeding 2.99 times the sum of their base salary plus target annual bonus opportunity without stockholder approval. Other than for our CEO, Mr. Tan, we do not have any agreements or policies providing for change in control payments or benefits to our executive officers.

  93. Executive Severance Plan

    Executive Severance Plan Pursuant to the Executive Severance Plan, on a termination of employment by us without cause (as defined in the Executive Severance Plan), subject to the NEO’s execution and non-revocation of a release of claims in favor of us, each of our NEOs (other than the CEO) will be eligible to receive the following severance benefits: ▪a cash payment equal to 1.5 times the sum of the NEO’s base salary and target bonus opportunity, payable in installments over an 18-month period following termination of employment in accordance with our payroll practices; ▪an additional lump-sum payment approximately equal to 18 months of the monthly premium for the NEO’s and his or her dependents’ participation in our group health plans; ▪pro-rated vesting of eligible RSUs and eligible PSUs based on the number of whole months of employment during the vesting period, provided that the vesting of time-based equity awards will accelerate at the time of termination of employment and performance-based equity awards will vest based on actual performance results at the end of the applicable performance period; and ▪outplacement services at our expense for up to 18 months following their termination of employment. Additional details regarding our Executive Severance Plan are provided below under “Other Potential Post-Employment Payments” on page 73.

  94. Executive Severance Plan

    | Compensation | Compensation Discussion and Analysis | 57 |

  95. Specific Arrangements

    Specific Arrangements Tan Offer Letter Agreement. Mr. Tan is not eligible to participate in the Executive Severance Plan or entitled to any cash severance benefits on a termination of employment. However, the Tan Offer Letter provides that in the event Mr. Tan’s employment is terminated by the company without cause (as defined in the Tan Offer Letter) following March 18, 2026, and he signs and does not revoke a release of claims in favor of Intel, then each of the equity grants set forth in the Tan Offer Letter that are then outstanding will be eligible to receive pro-rated vesting. The number of shares subject to each such award that are eligible to vest will be determined by multiplying the number of unvested shares subject to such award by a fraction, which will in no event be greater than one, the numerator of which is the total number of full months elapsed from the most recent vesting date to the date his employment terminates and the denominator of which is the total number of months remaining in the applicable vesting schedule. For performance-based awards, performance will be determined as follows: ▪Annual PSUs: The greater of target and actual performance ▪New Hire Options: The greater of target and actual performance as of the termination date ▪New Hire PSUs: If the termination of employment occurs prior to the end of the performance period, the greater of target and actual performance as of the termination date, and if the termination of employment occurs following the end of the performance period, the number of PSUs actually earned In addition, in the event a change in control (as defined in the Tan Offer Letter) occurs and Mr. Tan’s employment is terminated by the company without cause or he resigns for good reason (as each of those terms is defined in the Tan Offer Letter), and he signs and does not revoke a release of claims in favor of Intel, each of the equity grants set forth in the Tan Offer Letter will be eligible to receive pro-rated vesting with respect to (i) 67% of outstanding and unvested shares subject to such award (at target performance, if applicable) if the termination of employment occurs prior to September 18, 2026 and (ii) 100% of outstanding and unvested shares subject to such award (at target performance, if applicable) if the termination of employment occurs on or after September 18, 2026. Following such accelerated vesting, the Options and New Hire Options will remain exercisable for a period of 18 months following the date of termination (or until the expiration date, if earlier), subject to the terms of the transaction agreement governing the treatment of the Options and New Hire Options in connection with the transaction constituting a change in control. Chandrasekaran Offer Letter Agreement. Pursuant to the offer letter agreement, dated July 9, 2024 (Chandrasekaran Offer Letter), in the event Mr. Chandrasekaran’s employment is terminated by us without cause or he resigns for good reason (as each of those terms is defined in the Chandrasekaran Offer Letter) within a three year period after October 30, 2024, and he signs and does not revoke a release of claims in favor of us, he will be entitled to two severance payments depending on his separation date: (i) the value of the first payment declines from $7,000,000 by 1/3 each year over the three-year period following October 30, 2024 and (ii) the value of the second payment declines from $6,000,000 by 1/8 each quarter over the two-year period following October 30, 2024. These severance payments are in addition to any severance benefits Mr. Chandrasekaran may be entitled to under the Executive Severance Plan, subject to any offsets. Johnston Holthaus Letter Agreement. Pursuant to a letter agreement, executed on February 28, 2025 (Johnston Holthaus Letter), Ms. Johnston Holthaus was eligible to receive the severance benefits pursuant to the Executive Severance Plan in the event she resigned for good reason (as defined in the letter agreement) within two years following our appointment of a new CEO, provided she executed and did not revoke a release of claims in favor of Intel. On September 7, 2025, Ms. Johnston Holthaus notified us of her decision to resign for good reason, but agreed to remain employed by us in a non-executive role through March 1, 2026 to facilitate a smooth transition. Upon her departure on March 1, 2026, Ms. Johnston Holthaus became entitled to severance benefits in accordance with the terms and conditions of the Executive Severance Plan in exchange for a release of claims. Generally Available. The limited post-employment compensation arrangements made generally available to our executive officers, including the NEOs, consist of: ▪a 401(k) savings plan; ▪a discontinued discretionary company-funded retirement contribution plan, and a company-funded pension plan, each of which is intended to be tax-qualified; ▪a non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees; ▪retirement, death, and disability acceleration provisions for equity awards; and ▪retirement and death provisions under the Annual Cash Bonus Plan.

  96. Specific Arrangements

    | 58 | Intel 2026 Proxy Statement |

  97. Specific Arrangements

    Retirement Benefits. The Compensation Committee allows the NEOs to participate in post-employment compensation plans to encourage them to save for retirement and to assist us in retaining the NEOs. The terms governing the retirement or deferred compensation benefits under these plans for the NEOs are the same as those available to other eligible employees in the U.S. Intel makes matching contributions up to 5% for 2025 based on the amount of employee contributions under the 401(k) savings plan. To the extent that the amount of the matching contribution is limited by the Internal Revenue Code of 1986, as amended, we credit the additional match amount to the non-tax-qualified supplemental deferred compensation plan. Since January 1, 2015, plan assets contributed for U.S. participants and employer contributions have been participant-directed. Starting January 1, 2011, the company-funded pension plan was closed to new hires. Effective January 1, 2015, future benefit accruals were frozen for all employees at or above a specific grade level, including all NEOs, and frozen for all employees effective January 1, 2020. Equity Awards. Unvested PSUs and RSUs are canceled upon termination of employment for any reason other than retirement, death or disability. Our equity awards generally have the following post-employment provisions: ▪Retirement means termination of employment when (i) the employee is at least age of 60 or for purposes of PSUs only, at least age 60 with 5 years of service (each, Rule of Age 60) or (ii) the employee’s age plus years of service equals at least 75 (Rule of 75). Beginning with RSUs and PSUs granted in 2025, RSUs and PSUs will be eligible for retirement acceleration only if the termination of employment occurs at least one year following the applicable grant date. ▪PSUs. The number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. PSUs are not settled into shares of our common stock until after the end of the performance period based on actual performance results, even if the holder qualifies for early vesting. ▪RSUs. RSUs are subject to retirement vesting under the Rule of Age 60 or the Rule of 75, but not both. Upon a termination of employment when satisfying the Rule of Age 60, the employee receives one additional year of vesting for every five years of service. Upon termination of employment when satisfying the Rule of 75, the employee receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the date of termination determined under the rule of Age 60 or Rule of 75 will be vested on the employee’s retirement date. ▪Upon disability or death all unvested RSUs become 100% vested, and unvested PSUs will become vested subject to actual performance. Annual Cash Bonus Plan. The Annual Cash Bonus Plan has the following post-employment provisions, unless the Compensation Committee determines otherwise: ▪In the event a participant retires in accordance with the company’s US retirement eligibility rules, the participant will be eligible for a prorated portion of the annual cash bonus, based on the number of months of employment during the year and payable at the times other participants under the plan receive payout of their annual cash bonus. ▪In the event of a participant’s death, the participant’s estate will be eligible to receive the annual cash bonus the participant would have otherwise received if the participant had remained employed for the full performance period, payable at the times other participants under the plan receive payout of their annual cash bonus.

  98. Clawback Policies

    Clawback Policies The Compensation Committee adopted the Intel Corporation Compensation Recoupment Policy (Compensation Recoupment Policy), effective as of October 2, 2023, which is available as an exhibit to our 2024 Annual Report on Form 10-K. This policy was adopted to comply with Section 10D of the Exchange Act and the Nasdaq listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to our current and former “officers” under Rule 16a-1(f) of the Exchange Act, we must recover erroneously awarded incentive-based compensation on a pre-tax basis, subject to very limited exceptions to the extent the applicable financial reporting measure was attained during the three-year period preceding the date we are required to prepare an accounting restatement. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy requires recovery regardless of whether a covered person engaged in any misconduct or is at fault. In addition, both our Annual Cash Bonus Plan and equity plan, under which annual incentive cash payments and equity awards are made, include provisions for seeking the return (clawback) from executive officers of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated.

  99. Insider Trading, Hedging, Derivatives, Short Sales and Pledging

    Insider Trading, Hedging, Derivatives, Short Sales and Pledging Our insider trading policy governs the purchase, sale and other dispositions of our securities by directors, executives and employees and has procedures for the repurchase of our securities. The insider trading policy prohibits our personnel from engaging in insider trading, short sales or other short-position transactions in our common stock, transactions in publicly traded options and other derivatives based on the value of our common stock, or any hedging and monetization transactions that serve to insulate or mitigate against a potential change in our common stock price, including through the use of financial instruments such as prepaid forwards, equity swaps, collars and exchange funds. This policy does not restrict ownership of, or transactions related to, company-granted awards, such as PSUs, RSUs, employee stock options and other securities issued by us. Holding our common stock in a margin account and pledging our common stock as collateral for a loan is prohibited for directors, executive officers and other senior executives. Our insider trading policy and procedures, including procedures that we follow with respect to transactions in our common stock, are designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards, and have been filed as an exhibit to our 2025 Annual Report on Form 10-K.

  100. Equity Award Grant Practices

    Equity Award Grant Practices Other than our CEO, our equity compensation programs for 2025 for employees did not include annual or periodic stock option awards. The Compensation Committee approved the grant of time-vested stock options and performance-based stock options to Mr. Tan on his start date as part of his new-hire compensation package. During 2025, the committee did not consider material nonpublic information when determining the timing or terms of equity awards to Intel’s executive officers, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant stock option awards during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

  101. Summary Compensation Table

    Summary Compensation Table The following table lists the annual compensation for our 2025 NEOs for fiscal years 2025, 2024, and 2023 to the extent that they were NEOs during those years.

  102. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Lip-Bu Tan | 2025 | 746,200 | — | 49,639,500 | 39,523,200 | 2,374,000 | 708,000 | 92,990,900 | | CEO | | | | | | | | | | David A. Zinsner | 2025 | 850,000 | 1,500,000 | 13,955,900 | — | 1,795,700 | 72,500 | 18,174,100 | | EVP and CFO, and Former Interim Co-CEO | 2024 | 808,300 | — | 10,728,800 | — | 677,200 | 128,800 | 12,343,100 | | | 2023 | 752,800 | — | 6,334,400 | — | 1,296,000 | 73,700 | 8,456,900 | | Naga Chandrasekaran | 2025 | 787,500 | 1,000,000 | 10,243,700 | — | 1,636,700 | 48,900 | 13,716,800 | | EVP, CTOO, and GM, Intel Foundry | | | | | | | | | | April Miller Boise | 2025 | 750,000 | — | 7,847,000 | — | 1,558,200 | 37,500 | 10,192,700 | | EVP and CLO | 2024 | 718,800 | | 5,234,400 | | 562,600 | 61,700 | 6,577,500 | | Michelle Johnston Holthaus | 2025 | 993,800 | 1,500,000 | 28,062,900 | — | 2,406,400 | 110,400 | 33,073,500 | | Former CEO Intel Products, Former Interim Co-CEO | 2024 | 808,300 | — | 11,018,800 | | 677,200 | 121,700 | 12,626,000 | | | 2023 | 752,800 | — | 7,033,000 | — | 1,333,800 | 79,100 | 9,198,700 | | Christoph Schell | 2025 | 460,400 | — | 14,096,300 | — | — | 200,400 | 14,757,100 | | Former EVP and CCO, and GM, SMG | 2024 | 808,300 | — | 10,024,500 | — | 603,400 | 53,500 | 11,489,700 | | | 2023 | 752,800 | — | 6,433,300 | — | 1,245,400 | 45,000 | 8,476,500 |

  103. Summary Compensation Table

    Bonus. Mr. Zinsner and Ms. Johnston Holthaus each received a one-time cash payment of $1,500,000, payable at the end of the first quarter of 2025 for their service as interim Co-CEOs. Mr. Chandrasekaran received a make-whole cash sign on bonus upon joining Intel, the second installment of $1,000,000 was payable within 30 days following the first anniversary his start date. Equity Awards. Under SEC rules, the values reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the NEOs. The amounts in the “Stock Awards” column of the Summary Compensation Table for 2025 include, if applicable, the grant date fair value of (i) 1/3 of the target number of 2023 performance stock units (PSUs), (ii) 1/3 of the target number of 2024 PSUs, (iii) the full target number of 2025 PSUs, and (iv) the 2025 restricted stock units (RSUs) as shown in the Grants of Plan-Based Awards table below. The amount in the “Stock Awards” column for the CEO includes the value of his 2025 annual PSUs and New Hire PSUs and the amount included in the “Option Awards” column for the CEO includes his 2025 annual stock option award and New Hire Options. As described above in “Reconciliation of our CEO’s Equity Awards with the Compensation Tables” on page 56, the difference in the value of equity awards negotiated in Mr. Tan’s Offer Letter and the value included above in the Summary Compensation Table for 2025 is due to SEC and accounting rules. The chart below shows the difference between the negotiated value of Mr. Tan’s equity awards and the value included in the Summary Compensation Table.

  104. Summary Compensation Table

    | Award Type | Negotiated Equity Award Value | Summary Compensation Table Value | | Annual PSUs | $14,400,000 | $24,717,700 | | Annual Options | $9,600,000 | $10,924,200 | | New Hire Options | $25,000,000 | $28,599,000 | | New Hire PSUs | $17,000,000 | $24,921,800 | | Total | $66,000,000 | $89,162,700 |

  105. Summary Compensation Table

    The approved annual target LTI values of the RSUs and PSUs granted to our other NEOs in 2025 generally remained the same as the approved value for 2024 (other than for Mr. Chandrasekaran who was not an NEO in 2024, and Ms. Johnston Holthaus who received an increase in connection with her promotion to CEO, Intel Products), but the amounts shown in the “Stock Awards” column for 2025 are higher than those from 2024 because under the SEC rules and accounting standards for the executive compensation tables, the grant date for PSUs is deemed to occur (and thus to be reportable under the SEC’s proxy rules) when the performance goals for a performance

  106. Summary Compensation Table

    | 62 | Intel 2026 Proxy Statement |

  107. Summary Compensation Table

    period are set by the Compensation Committee. Since the 2023 PSUs and 2024 PSUs have performance goals with annually set objectives, the PSUs in the “Stock Awards” column for 2024 include 1/3 of the target number of 2022 PSUs, plus 1/3 of the target number of 2023 PSUs, plus 1/3 of the target number of 2024 PSUs. On the other hand, the PSUs in the “Stock Awards” column for 2025 include the full target number of 2025 PSUs in addition to 1/3 of the target number of 2023 PSUs plus 1/3 of the target number of 2024 PSUs. We calculate the grant date fair value of an RSU by taking the average of the high and low trading prices of Intel common stock on the grant date and reducing it by the present value of dividends expected to be paid on Intel common stock before the RSU vests, because we do not pay or accrue dividends or dividend-equivalent amounts on unvested RSUs. The grant date fair values of the PSUs and stock options subject to a market condition (including the 2025 PSUs, New Hire PSUs, and New Hire Options) are determined using the Monte Carlo simulation valuation method. The following table includes the assumptions used to calculate the aggregate grant date fair value of awards reported for each of 2023, 2024 and 2025, on a grant-date by grant-date basis.

  108. Summary Compensation Table

    | | Assumptions | | | | | | | Grant Date | Award Type | Volatility | Expected Life (Years) | Risk-Free Interest Rate | Dividend Yield | Correlation coefficient to Index | | 3/18/2025 | 2025 PSU | 47.5% | 3.0 | 4.0% | —% | 0.5053 | | 3/18/2025 | New Hire PSU | 46.9% | 3.0 | 4.0% | —% | 0.5281 | | 3/18/2025 | Option | 42.7% | 5.0 | 4.0% | —% | N/A | | 3/18/2025 | New Hire Option | 37.3% | N/A | 4.2% | —% | 0.5232 | | 2/28/2025 | RSU | N/A | 3.0 | N/A | —% | N/A | | 2/28/2025 | 2025 PSU | 46.3% | 3.0 | 4.0% | —% | 0.5322 | | 2/12/2025 | 2024 PSU | 47.7% | 2.0 | 4.3% | —% | 0.4792 | | 2/12/2025 | 2023 PSU | 56.1% | 1.0 | 4.3% | —% | 0.5285 | | 2/29/2024 | RSU | N/A | 3.0 | 4.8% | 1.2% | N/A | | 2/29/2024 | 2024 PSU | 36.0% | 3.0 | 4.4% | 1.2% | 0.5986 | | 2/15/2024 | 2023 PSU | 39.2% | 2.0 | 4.6% | 1.1% | 0.6163 | | 2/15/2024 | 2022 PSU | 38.7% | 1.0 | 5.0% | 1.1% | 0.4195 | | 12/3/2023 | Austerity RSU | N/A | 1.0 | 5.3% | 1.1% | N/A | | 5/30/2023 | RSU | N/A | 3.0 | 4.9% | 1.7% | N/A | | 5/30/2023 | 2023 PSU | 35.5% | 3.0 | 4.2% | 1.7% | 0.6388 | | 2/16/2023 | 2022 PSU | 34.0% | 2.0 | 4.6% | 5.2% | 0.6932 |

  109. Summary Compensation Table

    Award Type. The award types are as follows:

  110. Summary Compensation Table

    | New Hire PSU | Strategic growth PSUs granted to our CEO | 2025 PSU | PSUs granted in 2025 | RSU | Restricted stock units | | New Hire Option | Performance-based stock options granted to our CEO | 2024 PSU | PSUs granted in 2024 | Austerity RSU | Austerity RSUs granted in 2023 | | Option | Time-based stock options granted to our CEO | 2023 PSU | PSUs granted in 2023 | | |

  111. Summary Compensation Table

    Volatility. The Monte Carlo simulation valuation for 2023 PSUs, 2024 PSUs, 2025 PSUs and CEO awards assumed a stock price volatility for the Intel Peers and a correlation coefficient between Intel and the Peers over the Volatility Period, and each of the assumptions and correlation coefficients were as follows:

  112. Summary Compensation Table

    | Grant Date | Grant Type | Volatility Period | Peer Average Volatility | Peer Average Correlation coefficient | | 3/18/2025 | 2025 PSU | 2.8 | 30.5% | 0.4995 | | 3/18/2025 | New Hire Option | 5.0 | 34.0% | 0.5323 | | 3/18/2025 | New Hire PSU | 3.0 | 30.5% | 0.4995 | | 2/28/2025 | 2025 PSU | 2.8 | 30.2% | 0.4927 | | 2/12/2025 | 2024 PSU | 1.9 | 27.3% | 0.3538 | | 2/12/2025 | 2023 PSU | 0.9 | 28.4% | 0.3139 | | 2/29/2024 | 2024 PSU | 2.8 | 30.6% | 0.5458 | | 2/15/2024 | 2023 PSU | 1.9 | 31.6% | 0.5700 | | 2/15/2024 | 2022 PSU | 0.9 | 27.3% | 0.4122 | | 5/30/2023 | 2023 PSU | 2.6 | 34.0% | 0.5426 | | 2/16/2023 | 2022 PSU | 1.9 | 32.2% | 0.5829 |

  113. Summary Compensation Table

    | Compensation | Executive Compensation Tables | 63 |

  114. Summary Compensation Table

    Expected Life Years. For the 2025 PSUs, this reflects three years from the start of the performance period; for the portion of the 2024 PSUs deemed granted in February 2025, this reflects two years from the beginning of fiscal year 2025 through the end of the applicable performance period; for the portion of the 2023 PSUs deemed granted in February 2025, this reflects one year from the beginning of fiscal year 2025 through the end of the applicable performance period; for the 2025 Stock Options, this reflects the midpoint of the weighted average time to vest and the full contractual term; for the New Hire Options, exercise is assumed to occur at the midpoint of vesting and full contractual term within each iteration of the Monte Carlo simulation; and for the RSUs, this reflects the three-year vesting period from the grant date for the annual RSUs. In 2025 we granted performance awards that vest (i) solely based on a market condition (relative TSR) and (ii) awards that vest based on both a market condition and performance conditions. Awards subject to market conditions, such as relative TSR, vest based on our stock price performance relative to a designated peer group or index over a specified measurement period. Because satisfaction of a market condition is not based on our operational or financial results, the number of shares that may ultimately be earned is not adjusted for accounting purposes after the grant date and the grant‑date fair value reflects the probability‑weighted outcome of the market condition using a Monte Carlo simulation valuation method. Awards subject to performance-conditions vest based on the achievement of specific operating or financial performance targets (including revenue growth percentage and cash flow from operations). Unlike market‑condition awards, performance‑condition awards are valued at the target level on the grant date for purposes of the Summary Compensation Table; however, the number of shares actually earned may range from 0% to a maximum percentage of the target award based on certified results after the performance period. Because the performance-related component of each of the 2023 PSUs and 2024 PSUs is based on separate measurements of our performance for each year in the applicable three-year performance period, FASB ASC Topic 718 requires the grant date fair value to be calculated with respect to 1/3 of each of the target number of 2023 PSUs and 2024 PSUs in each year of the applicable three-year performance period, with the value for each year based on the probable outcomes of the revenue growth percentage and cash flow from operations performance conditions against the goals set for that year, and the grant date fair value also takes into consideration the performance of the three-year relative TSR performance modifier for the performance period as of the applicable grant date. The table below sets forth the grant date fair value for the performance-related component of the 2023 PSUs and 2024 PSUs deemed granted in 2025, which includes 1/3 of each of the target number of 2023 PSUs and 2024 PSUs that are eligible to vest based on 2025 performance, determined in accordance with FASB ASC Topic 718 principles (i) based on the probable outcome at target of the performance-related component as of the grant date, (ii) based upon achieving the maximum level of performance under the performance-related component in 2025, and (iii) based on the grant date fair value.

  115. Summary Compensation Table

    | Name | Award Type | Target Outcome of Performance-Related Component Grant Date Fair Value ($) | Maximum Outcome of Performance-Related Component Grant Date Fair Value ($) | Target Outcome of Performance-Related Component Grant Date Number of Shares (#) | Maximum Outcome of Performance-Related Component Grant Date Number of Shares (#) | | David A. Zinsner | 2024 PSU | 816,500 | 1,633,000 | 43,499 | 86,998 | | | 2023 PSU | 1,103,000 | 2,206,000 | 55,511 | 111,022 | | April Miller Boise | 2024 PSU | 456,000 | 912,000 | 24,295 | 48,590 | | | 2023 PSU | 668,500 | 1,336,900 | 33,642 | 67,284 | | Michelle Johnston Holthaus | 2024 PSU | 912,000 | 1,824,000 | 48,589 | 97,178 | | | 2023 PSU | 1,377,100 | 2,754,100 | 69,303 | 138,606 | | Christoph Schell | 2024 PSU | 816,500 | 1,633,000 | 43,499 | 86,998 | | | 2023 PSU | 1,243,400 | 2,486,800 | 62,576 | 125,152 |

  116. Summary Compensation Table

    Component Grant Date Fair Value and Number of Shares. The number of shares in the table represent the target and the maximum number of shares that each NEO could receive based on assumptions as of the applicable grant date. However, the value ultimately received by the executives is dependent upon Intel’s stock price at the time of payout as well as the satisfaction of the performance conditions. The grant date used to determine the target and the maximum number of shares and grant date fair value is February 12, 2025 for each of the 2023 PSUs and 2024 PSUs (the date the performance goals for 2025 were approved by the Compensation Committee). Non-Equity Incentive Plan Compensation. The amounts in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table include annual incentive cash payments made under the Intel Corporation Executive Annual Performance Bonus Plan (Annual Cash Bonus Plan).

  117. Summary Compensation Table

    | 64 | Intel 2026 Proxy Statement |

  118. Summary Compensation Table

    All Other Compensation for 2025. The amounts in the “All Other Compensation” column of the Summary Compensation Table include tax-qualified matching company contributions to the 401(k) savings plan, matching company contributions to the non-qualified deferred compensation plan, and payments for perquisites, as detailed in the table below. Perquisites for 2025 include financial planning, eligibility for health evaluations, residential and travel-related security, relocation benefits, and company-matched charitable contributions.

  119. Summary Compensation Table

    | Name | Retirement Plan Contributions ($) | Deferred Compensation Plan Contributions ($) | Tax Gross-Ups ($) | Financial Planning ($) | Residential and Travel-Related Security ($) | Relocation ($) | Other ($) | | Lip-Bu Tan | 17,500 | — | — | — | 605,500 | — | 85,000 | | David A. Zinsner | 17,500 | 33,900 | — | 20,000 | — | — | 1,100 | | Naga Chandrasekaran | 17,500 | — | 3,400 | 20,000 | — | 8,000 | — | | April Miller Boise | 17,500 | — | — | 20,000 | — | — | — | | Michelle Johnston Holthaus | 17,500 | 66,400 | — | 16,900 | 9,600 | — | — | | Christoph Schell | 17,500 | — | — | 11,000 | — | — | 171,900 |

  120. Summary Compensation Table

    Retirement Plan Contributions. The amounts included in this column become payable only upon the earliest to occur of retirement, termination of employment, disability, or death (receipt may be deferred following retirement or termination of employment but no later than reaching age 70.5). Deferred Compensation Plan Contributions. The amounts included in this column will be paid to the NEOs after a fixed period of years or upon termination of employment, in accordance with irrevocable elections made in the calendar year before the calendar year in which that compensation is deferred. Tax Gross Ups. The amounts included in this column represent equalization payments to offset taxes imposed on Mr. Chandrasekaran’s relocation benefits, consistent with company-wide policy for relocation costs. Residential and Travel-Related Security. For security purposes, our CEO is provided residential security, a car and security-trained driver (car service), company provided aircraft, and other travel-related security. The company-provided transportation security protections have both business and non-business use. $94,700 of the amount reported for Mr. Tan represents the incremental cost to Intel of the non-business component of the car service and $21,800 of the amount reported for Mr. Tan represents the incremental cost to Intel of the non-business component of the company provided aircraft. Mr. Tan also is provided residential security and other non-business travel-related security (incremental cost of $489,000), and while serving as interim CEO, Ms. Johnston Holthaus was provided other non-business travel-related security (incremental cost of $9,600). We do not consider these additional security measures to be a personal benefit for our CEO, but rather appropriate expenses for the benefit of Intel and its stockholders that arose out of our CEO’s duties and responsibilities and that were required by our Compensation Committee in order to mitigate risks to our business and ensure our CEO’s safety. Relocation. The amounts included in this column represent relocation benefits for Mr. Chandrasekaran, consistent with company-wide policy on relocation costs. Other. Amounts represent payments to NEOs for other perquisites, including payments for health & welfare services, executive physical benefits, and payments made by the Intel Foundation for matching charitable contributions on behalf of the NEOs. In addition to the payments for other perquisites described above, amounts to Mr. Tan represent attorney fees ( $85,000); and amounts for Mr. Schell are cash payments representing accrued but unused vacation ($98,100), accrued but unused sabbatical ($50,200), and holiday pay ($13,100).

  121. Summary Compensation Table

    | Compensation | Executive Compensation Tables | 65 |

  122. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents equity awards granted under the 2006 Equity Incentive Plan and awards granted under our Annual Cash Bonus Plan in 2025. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock Awards” column reflect the grant date fair value of grants of stock awards determined under accounting standards applied by Intel, as discussed above.

  123. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Approval Date | Award Type | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | | | | Lip-Bu Tan | 3/18/2025 | 3/10/2025 | PSU | — | — | 631,796 | 1,263,592 | — | — | — | — | 24,717,700 | | | 3/18/2025 | 3/10/2025 | New Hire PSU | — | — | 745,870 | 2,237,610 | — | — | — | — | 24,921,800 | | | 3/18/2025 | 3/10/2025 | Option | — | — | — | — | — | 1,029,579 | 25.90 | 25.92 | 10,924,200 | | | 3/18/2025 | 3/10/2025 | New Hire Option | — | — | 1,792,938 | 2,689,407 | — | — | 25.90 | 25.92 | 28,599,000 | | | | | Annual Cash | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | David A. Zinsner | 2/12/2025 | 5/11/2023 | PSU | — | — | 55,511 | 111,022 | — | — | — | — | 1,103,000 | | | 2/12/2025 | 1/23/2024 | PSU | — | — | 43,499 | 86,998 | — | — | — | — | 816,500 | | | 2/28/2025 | 2/12/2025 | PSU | — | — | 211,091 | 422,182 | — | — | — | — | 7,067,300 | | | 2/28/2025 | 2/12/2025 | RSU | — | — | — | — | 211,091 | — | — | — | 4,969,100 | | | | | Annual Cash | 1,487,500 | 2,975,000 | — | — | — | — | — | — | — | | Naga Chandrasekaran | 2/28/2025 | 2/12/2025 | PSU | — | — | 179,652 | 359,304 | — | — | — | — | 6,014,700 | | | 2/28/2025 | 2/12/2025 | RSU | — | — | — | — | 179,652 | — | — | — | 4,229,000 | | | | | Annual Cash | 1,374,000 | 2,748,000 | — | — | — | — | — | — | | | April Miller Boise | 2/12/2025 | 5/11/2023 | PSU | — | — | 33,642 | 67,284 | — | — | — | — | 668,500 | | | 2/12/2025 | 1/23/2024 | PSU | — | — | 24,295 | 48,590 | — | — | — | — | 456,000 | | | 2/28/2025 | 2/12/2025 | PSU | — | — | 117,897 | 235,794 | — | — | — | — | 3,947,200 | | | 2/28/2025 | 2/12/2025 | RSU | — | — | — | — | 117,897 | — | — | — | 2,775,300 | | | | | Annual Cash | 1,312,500 | 2,625,000 | — | — | — | — | — | — | — | | Michelle Johnston Holthaus | 2/12/2025 | 5/11/2023 | PSU | — | — | 69,303 | 138,606 | — | — | — | — | 1,377,100 | | | 2/12/2025 | 1/23/2024 | PSU | — | — | 48,589 | 97,178 | — | — | — | — | 912,000 | | | 2/28/2025 | 2/12/2025 | PSU | — | — | 359,304 | 718,608 | — | — | — | — | 12,029,500 | | | 2/28/2025 | 2/12/2025 | RSU | — | — | — | — | 583,869 | — | — | — | 13,744,300 | | | | | Annual Cash | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | Christoph Schell | 2/12/2025 | 5/11/2023 | PSU | — | — | 62,576 | 125,152 | — | — | — | — | 1,243,400 | | | 2/12/2025 | 1/23/2024 | PSU | — | — | 43,499 | 86,998 | — | — | — | — | 816,500 | | | 2/28/2025 | 2/12/2025 | PSU | — | — | 211,091 | 422,182 | — | — | — | — | 7,067,300 | | | 2/28/2025 | 2/12/2025 | RSU | — | — | — | — | 211,091 | — | — | — | 4,969,100 | | | | | Annual Cash | 1,487,500 | 2,975,000 | — | — | — | — | — | — | — |

  124. Grants of Plan-Based Awards in Fiscal Year 2025

    Award Types. The equity award type abbreviations are as follows: PSU—performance-based restricted stock units or performance stock units that vest based on performance results of two annual financial metrics (revenue growth percentage and cash flow from operations) and two three-year modifiers (relative TSR and revenue compounded annual growth rate (CAGR)), 2025 PSUs—performance stock units with a relative total shareholder return (rTSR) performance condition, measured based on Intel TSR relative to S&P 500 TSR over a three-year performance period; New Hire PSUs—performance stock units granted upon hire, based on Intel stock price appreciation over a three-year period, with a payout range of 0% to 300%, determined using linear interpolation; 2025 Option—time-vesting stock options granted in 2025 with no performance conditions; New Hire Option—stock options granted upon hire, with the first two years vesting at target, followed by vesting based on Intel TSR relative to S&P 500 TSR; RSU—restricted stock units. Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The “Target” amounts reported in the “Annual Cash” rows are the NEOs’ annual incentive cash bonus target opportunities. Actual 2025 annual incentive cash payments are reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 62. There is no threshold amount for the Annual Cash awards granted in 2025.

  125. Grants of Plan-Based Awards in Fiscal Year 2025

    | 66 | Intel 2026 Proxy Statement |

  126. Grants of Plan-Based Awards in Fiscal Year 2025

    Estimated Future Payouts Under Equity Incentive Plan Awards. These columns represent the target and maximum number of shares that could be received by each NEO; however, the value ultimately received by the NEO is dependent upon Intel’s stock price at the time of payout (as well as satisfaction of the performance conditions). In accordance with FASB ASC Topic 718, the grant date for performance-based awards is established when the performance objectives are set by the Compensation Committee. Because, in the case of the 2023 and 2024 PSUs, the Compensation Committee sets annual performance objectives for two of the financial metrics, the portion of the PSUs for which performance objectives were set in fiscal year 2025, or 1/3 of each of the target number of 2023 PSUs and 2024 PSUs, were deemed granted in 2025 in addition to the 2025 PSUs. There is no minimum number of shares that can be earned for the 2023 PSUs, 2024 PSUs and 2025 PSUs. Grant Date Fair Value of Stock Awards. Amounts reported in this column are calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (see page 62). For each of the 2023 PSUs and 2024 PSUs, because the performance-related component is based on separate measurements of our performance for each year in the three-year performance period, FASB ASC Topic 718 requires the grant date fair value to be calculated with respect to 1/3 of each of the target number of the 2023 PSUs and 2024 PSUs in each year of the three-year performance period, with the grant date fair value for each year based on the probable outcomes of the revenue growth percentage and cash flow from operations performance conditions against the goals set for that year, and the performance of the three-year relative TSR performance modifier for the performance period as of the applicable grant date. For the 2025 PSU, New Hire PSU and New Hire Option, the valuation was calculated using a Monte Carlo simulation. The New Hire PSUs have a three-year performance period and may be earned from 0% to 300% based on stock‑price hurdles measured on the three‑year anniversary of the grant date, as well as Intel’s relative TSR performance compared to the members of the S&P 500 Index. For the New Hire Options, one-fifth of the options will vest each year until the fifth anniversary of the grant date, with a payout ranging from 50% to 150% based on Intel’s TSR ranking among the members of the S&P 500 Index over the performance period. For the Options, the valuation was determined using a Black-Scholes model, and one‑third of the options will vest on each of the first, second, and third anniversaries of the grant date. Annual PSU Awards. The “Grants of Plan-Based Awards in Fiscal Year 2025” table above includes the target number of 2025 PSUs, and 1/3 of each the target number of 2023 PSUs and 2024 PSUs, that are eligible to vest based on 2025 performance. The 2023 PSUs, 2024 PSUs, and 2025 PSUs each have a three-year performance period and vest on January 31, 2026, January 31, 2027, and January 31, 2028, respectively. The number of shares of Intel common stock to be received at vesting will range from 0% to 200% of the total target number of PSUs granted. The 2025 PSUs vest based on achievement of three-year relative TSR (target payout requires above-median performance relative to the S&P 500 Index). The 2023 PSUs and 2024 PSUs vest based on our average achievement of annual performance objectives set by the Compensation Committee for each fiscal year during the respective performance period as to two financial metrics—revenue growth percentage (weighted 60%) and cash flow from operations (weighted 40%), with two modifiers that can each impact the overall score by plus or minus 25 points (for the 2024 PSUs, the two modifiers can only have a cumulative impact of plus or minus 25 points) based on our achievement of three-year performance objectives for relative TSR (where target payout requires above median performance compared to the S&P 500 Index) and three-year performance objectives for revenue CAGR. Further, the final payout for the 2023 PSUs, 2024 PSUs, and 2025 PSUs cannot exceed 100% of the target number of PSUs granted if our absolute TSR for the performance period is negative. Annual RSU Awards. RSUs granted to the NEOs in 2025 vest on an annual basis over three years following the grant date. Annual Cash Bonus Plan. Payout under the Annual Cash Bonus Plan ranges from 0% to 200% of the NEO’s target opportunity. For more Annual Cash Bonus Plan details, see “Annual Incentive Cash Compensation” beginning on page 48.

  127. Stock Option Exercises and Stock Vested in Fiscal Year 2025

    Stock Option Exercises and Stock Vested in Fiscal Year 2025 None of our NEOs exercised any options or had PSUs vest during fiscal year 2025. The following table provides information on the vesting of NEOs’ RSUs during fiscal year 2025.

  128. Stock Option Exercises and Stock Vested in Fiscal Year 2025

    | | | Option Awards | | Stock Awards | | | | Name | Grant Type | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Total Value Realized on Exercise and Vesting ($) | | Lip-Bu Tan | RSU | — | — | — | — | — | | David A. Zinsner | RSU | — | — | 148,184 | 3,046,500 | 3,046,500 | | Naga Chandrasekaran | RSU | — | — | 278,721 | 9,306,100 | 9,306,100 | | April Miller Boise | RSU | — | — | 64,220 | 1,342,900 | 1,342,900 | | Michelle Johnston Holthaus | RSU | — | — | 86,705 | 1,837,600 | 1,837,600 | | Christoph Schell | RSU | — | — | 78,772 | 1,667,200 | 1,667,200 |

  129. Stock Option Exercises and Stock Vested in Fiscal Year 2025

    2022 PSU Payout. As reported in last year’s proxy statement, in 2025 the payout for the PSUs granted in 2022, with a January 2022 through December 2024 performance period, which would have vested in January 2025, paid out at 0% of target. The performance metrics for the PSUs were annual revenue growth percentage and CFFO metrics and three-year relative TSR and revenue CAGR modifiers. The PSUs paid out at 0% as a result of average performance for the annual goals of approximately 50% and below threshold performance for both of the three-year modifiers, which impacted the payout by -50%.

  130. Stock Option Exercises and Stock Vested in Fiscal Year 2025

    | Compensation | Executive Compensation Tables | 67 |

  131. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information regarding outstanding equity awards held by the NEOs as of December 27, 2025. Unless otherwise specified, market value for stock awards (PSUs and RSUs) is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 26, 2025). Other than Mr. Tan, our NEOs did not hold any outstanding option awards as of December 27, 2025.

  132. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Option Awards | | | | | | | Name | Grant Date | Award | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Lip-Bu Tan | 3/18/2025 | Option | — | 1,029,579 | 25.90 | 3/18/2032 | | | 3/18/2025 | New Hire Option | — | 2,689,407 | 25.90 | 3/18/2035 | | | Total | | | 3,718,986 | | | | David A. Zinsner | — | — | — | — | — | — | | Naga Chandrasekaran | — | — | — | — | — | — | | April Miller Boise | — | — | — | — | — | — | | Michelle Johnston Holthaus | — | — | — | — | — | — | | Christoph Schell | — | — | — | — | — | — |

  133. Outstanding Equity Awards at Fiscal Year-End 2025

    Stock Option Awards. Subject to continued employment through the applicable vest dates: ▪The Annual Options vest in annual installments over a three-year period from the grant date. ▪The New Hire Options vest in annual installments over a five-year period, with the first two installments vesting at target, and the last three installments vesting based on Intel’s TSR relative to the S&P 500 for the period starting from the grant date through the applicable vesting date. The New Hire Options are shown above at the maximum amount because performance as of the end of the year performance exceeded target.

  134. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards | | | | | | | Name | Grant Date | Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Lip-Bu Tan | 3/18/2025 | PSU | — | — | 1,263,592 | 45,742,000 | | | 3/18/2025 | New Hire PSU | — | — | 745,870 | 27,000,500 | | | Total | | — | — | 2,009,462 | 72,742,500 | | David A. Zinsner | 2/28/2025 | RSU/PSU | 211,091 | 7,641,500 | 422,182 | 15,283,000 | | | 2/29/2024 | RSU/PSU | 58,001 | 2,099,600 | 130,496 | 4,724,000 | | | 5/30/2023 | RSU/PSU | 37,015 | 1,339,900 | 166,531 | 6,028,400 | | | Total | | 306,107 | 11,081,000 | 719,209 | 26,035,400 | | Naga Chandrasekaran | 2/28/2025 | RSU/PSU | 179,652 | 6,503,400 | 359,304 | 13,006,800 | | | 10/30/2024 | RSU | 205,391 | 7,435,200 | — | — | | | 10/30/2024 | MW RSU | 132,030 | 4,779,500 | — | — | | | 10/30/2024 | New Hire RSU | 110,026 | 3,982,900 | — | — | | | Total | | 627,099 | 22,701,000 | 359,304 | 13,006,800 | | April Miller Boise | 2/28/2025 | RSU/PSU | 117,897 | 4,267,900 | 235,794 | 8,535,700 | | | 2/29/2024 | RSU/PSU | 32,395 | 1,172,700 | 72,884 | 2,638,400 | | | 5/30/2023 | RSU/PSU | 22,434 | 812,100 | 100,928 | 3,653,600 | | | Total | | 172,726 | 6,252,700 | 409,606 | 14,827,700 | | Michelle Johnston Holthaus | 2/28/2025 | RSU/PSU | 583,869 | 21,136,100 | 718,608 | 26,013,600 | | | 2/29/2024 | RSU/PSU | 64,789 | 2,345,400 | 145,767 | 5,276,800 | | | 5/30/2023 | RSU/PSU | 46,212 | 1,672,900 | 207,911 | 7,526,400 | | | Total | | 694,870 | 25,154,400 | 1,072,286 | 38,816,800 | | Christoph Schell | — | — | — | — | — | — |

  135. Outstanding Equity Awards at Fiscal Year-End 2025

    | 68 | Intel 2026 Proxy Statement |

  136. Outstanding Equity Awards at Fiscal Year-End 2025

    Stock Awards. Unless otherwise noted, RSUs and PSUs are shown at their target amount, and in each case, subject to continued employment through the applicable vest dates: ▪The RSUs granted on May 30, 2023, February 29, 2024, October 30, 2024, and February 28, 2025 vest in annual installments over a three-year period from the grant date. ▪The Make-Whole RSUs (MW RSUs) granted to Mr. Chandrasekaran on October 30, 2024 vest in quarterly installments over a two year period following the grant date. ▪The New Hire RSUs granted to Mr. Chandrasekaran on October 30, 2024 vest in annual installments over a three year period, with approximately 30% of the RSUs vesting on the first and second anniversaries of the grant date and approximately 40% vesting on the third anniversary of the grant date. ▪The 2023 PSUs and 2024 PSUs each have a three-year performance period from the start of the fiscal year of the grant date and vested on January 31, 2026 (in the case of the 2023 PSUs), and will vest on January 31, 2027 (in the case of the 2024 PSUs), based on our average achievement of annual performance objectives set by the Compensation Committee for each fiscal year during the performance period as to two financial metrics—revenue growth percentage (weighted 60%) and cash flow from operations (weighted 40%), with two modifiers that can each impact the overall score by plus or minus 25 points (for the 2024 PSUs, the two modifiers can only have a cumulative impact of plus or minus 25 points) based on our achievement of three-year performance objectives for relative TSR (where target payout requires above median performance compared to the S&P 500 Index) and three-year performance objectives for revenue CAGR. Further, the final payout for the 2023 PSUs and 2024 PSUs cannot exceed 100% of the target number of PSUs granted if our absolute TSR for the performance period is negative. The 2023 PSUs and 2024 PSUs are shown above at the target amount because the performance for the applicable number of completed years of the three-year performance period did not exceed target. Actual payout for the 2023 PSUs was 76%. However, in accordance with SEC rules and accounting standards, only 1/3 of each of the target number of 2023 PSUs and 2024 PSUs are shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2025 table above. ▪The 2025 PSUs have a three-year performance period from the start of the fiscal year of the grant date and will vest on January 31, 2028 based on achievement of three-year relative TSR (where target payout requires above median performance compared to the S&P 500 Index) relative to the S&P 500 Index. The payout opportunity for the 2025 PSUs may not exceed 100% of the target number of PSUs granted if our absolute TSR for the three-year performance period is negative. The 2025 PSUs are shown above at the maximum amount because performance as of the end of the first year of the performance period exceeded target. ▪The New Hire PSUs vest based on stock price growth over a three-year period and vest over a five-year period as follows: 50% of earned PSUs on the third anniversary of the grant date, and 25% on each of the fourth and fifth anniversaries of the grant date. The New Hire PSUs are shown above at the target amount. Schell Equity Awards. Mr. Schell resigned from Intel effective June 30, 2025 and forfeited all of his outstanding equity awards.

  137. Outstanding Equity Awards at Fiscal Year-End 2025

    | Compensation | Executive Compensation Tables | 69 |

  138. Pension Benefits for Fiscal Year 2025

    Pension Benefits for Fiscal Year 2025 The following table shows the estimated present value of accumulated pension benefits for the NEOs.

  139. Pension Benefits for Fiscal Year 2025

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Lip-Bu Tan | Pension Plan | N/A | N/A | | David A. Zinsner | Pension Plan | N/A | N/A | | Naga Chandrasekaran | Pension Plan | N/A | N/A | | April Miller Boise | Pension Plan | N/A | N/A | | Michelle Johnston Holthaus | Pension Plan | N/A | — | | Christoph Schell | Pension Plan | N/A | N/A |

  140. Pension Benefits for Fiscal Year 2025

    Present Value of Accumulated Benefit. Until distribution, these benefits are also reflected in the NEO’s balance reported in the Non-Qualified Deferred Compensation table. The amounts of these tax-qualified pension plan arrangements are not tied to years of credited service. Upon termination, the amount that the NEO receives under the non-qualified deferred compensation plan will be reduced by the amount received under the tax-qualified pension plan arrangement. Ms. Johnston Holthaus’ present value of accumulated benefit was zero as of 2025 fiscal year-end. None of the other NEOs are eligible for pension benefits as they were hired after January 1, 2011. The U.S. Intel Minimum Pension Plan is a tax-qualified defined benefit plan with two components. The first component provides participants with retirement income that is determined by a pension formula based on final average compensation, Social Security-covered compensation, and length of service upon separation not to exceed 35 years. It provides pension benefits only if the annuitized value of a participant’s account balance in Intel’s tax-qualified retirement contribution plan is less than the pension plan benefit, in which case the pension plan funds a net benefit that makes up the difference. Effective January 1, 2015, compensation earned and service accruals were frozen as of December 31, 2014 in the U.S. Intel Minimum Pension Plan for all employees at or above a specific grade level, including all NEOs. The second component is an arrangement under which pension benefits offset amounts that otherwise would be paid under the non-qualified deferred compensation plan described below. Employees who were participants in the non-qualified deferred compensation plan as of December 31, 2003 were able to consent to a one-time change to the non-qualified deferred compensation plan’s benefit formula. This change reduces the employee’s distribution amount from the non-qualified deferred compensation plan by the lump sum value of the employee’s tax-qualified pension plan arrangement at the time of distribution. Each participant’s pension plan arrangement was established as a fixed, single-life annuity amount based on assumed retirement at age 65. Each participant’s benefit was set based on a number of elements, including his or her non-qualified deferred compensation plan balance as of December 31, 2003, IRS pension rules that consider age and other factors, and limits that Intel sets for equitable administration. None of the NEOs were eligible to participate in these arrangements. The benefit under both components of the plan are frozen, and accordingly, year-to-year differences in the present value of the accumulated benefit arise mostly from changes in the interest rate used to calculate present value and the participant’s age becoming closer to age 65. We calculated the present value assuming that the NEOs will remain in service until age 65, using the interest rate and other assumptions used by Intel for financial statement accounting, as reflected in Note 17 to the financial statements in our 2025 Annual Report on Form 10-K for the year-ended December 27, 2025. An officer who terminates service before age 65 can elect to receive his or her benefits at any time following termination of employment, but not later than age 65. If such officer works past age 65, then his or her benefits must start upon termination of employment. Distributions before age 55 may be subject to a 10% federal penalty tax.

  141. Pension Benefits for Fiscal Year 2025

    | 70 | Intel 2026 Proxy Statement |

  142. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025 The following table shows the non-qualified deferred compensation activity for each NEO during fiscal year 2025.

  143. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Name | Executive Contributions in Last Fiscal Year ($) | Intel Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Lip-Bu Tan | — | — | — | — | | David A. Zinsner | 33,900 | 33,900 | 39,100 | 305,900 | | Naga Chandrasekaran | — | — | — | — | | April Miller Boise | — | — | — | — | | Michelle Johnston Holthaus | 83,900 | 66,400 | 174,700 | 1,464,400 | | Christoph Schell | — | — | — | — |

  144. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Executive Contributions in Last Fiscal Year. Amounts included in the Summary Compensation Table on page 62 in the “Salary” or “Non-Equity Incentive Plan Compensation” columns for 2025. Intel Contributions in Last Fiscal Year. These amounts, which accrued during fiscal year 2025 and were credited to the participants’ accounts in 2026, are included in the Summary Compensation Table in the “All Other Compensation” column for 2025. Aggregate Earnings (Losses) in Last Fiscal Year. These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. Aggregate Balance at Last Fiscal Year-End. These amounts are as of December 27, 2025 and do not take into account the amounts in the "Intel Contributions in Last Fiscal Year" column in the table above that were accrued during fiscal year 2025 but were credited to the participants' accounts in 2026. The following amounts are included in the fiscal year-end balance and previously were reported as compensation to the NEOs in the Summary Compensation Table for 2022 through 2025 (except for Messrs. Tan and Chandrasekaran who were not NEOs prior to 2025 and Ms. Boise who was not a NEO prior to 2024): Mr. Zinsner $205,800 and Ms. Johnston-Holthaus $551,200. Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or earnings) to the NEOs in the manner that the officers have chosen under the plan’s terms. Some balances reported in the table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension Benefits table on page 70 for these amounts. The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and distributions attributable to such contributions, that were previously reported (or that would have been reported had the participant been a NEO for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table are as of December 27, 2025 and do not take into account any amounts that were accrued during fiscal year 2025 but were credited to the participants’ accounts in 2026.

  145. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Name | Aggregate Executive Deferrals over Life of Plan ($) | Aggregate Intel Contributions over Life of Plan ($) | | Lip-Bu Tan | — | — | | David A. Zinsner | 181,500 | 124,400 | | Naga Chandrasekaran | — | — | | April Miller Boise | — | — | | Michelle Johnston Holthaus | 577,700 | 886,700 | | Christoph Schell | — | — |

  146. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Intel’s non-qualified deferred compensation plan allows certain highly compensated employees, including NEOs, to defer up to 60% of their salary and up to 75% of their annual incentive cash payment. Gains on equity compensation are not eligible for deferral. Beginning in 2020, Intel began making matching contributions on employee deferrals into the plan. Matching contributions are 100% vested. All NEOs who made deferral contributions received matching contributions. For 2019 and earlier, Intel made company contributions to the employee’s account representing the portion of Intel’s retirement contribution on eligible compensation (consisting of base salary and annual and quarterly incentive cash payments) earned in excess of the tax code annual compensation limit. These company contributions are subject to the six-year graded vesting provisions in the retirement contribution plan. In addition, these contributions vest upon death, disability, or reaching age 60. Ms. Johnston Holthaus is fully vested in the value of company contributions, as she has completed more than six years of service or reached the age of 60.

  147. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Compensation | Executive Compensation Tables | 71 |

  148. Equity Award Termination Provisions

    Equity Award Termination Provisions General. Unvested PSUs and RSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. Our equity awards generally have the following post-employment provisions: ▪Retirement means termination of employment when (i) the employee is at least age of 60 or for purposes of PSUs only, at least age 60 with 5 years of service (each, Rule of Age 60) or (ii) the employee’s age plus years of service equals at least 75 (Rule of 75). Beginning with RSUs and PSUs granted in 2025, RSUs and PSUs will be eligible for retirement acceleration only if the termination of employment occurs at least one year following the applicable grant date. ▪PSUs. The number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. PSUs are not settled into shares of our common stock until after the end of the performance period based on actual performance results, even if the holder qualifies for early vesting. ▪RSUs. RSUs are subject to retirement vesting under the Rule of Age 60 or the Rule of 75, but not both. Upon a termination of employment when satisfying the Rule of Age 60, the employee receives one additional year of vesting for every five years of service. Upon termination of employment when satisfying the Rule of 75, the employee receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the date of termination determined under the rule of Age 60 or Rule of 75 will be vested on the employee’s retirement date. ▪Upon disability or death, all unvested RSUs become 100% vested, and unvested PSUs will become vested subject to actual performance. ▪Pursuant to the Executive Severance Plan, in the event of a termination without cause, the following equity awards are eligible for prorated accelerated vesting based on the number of whole months of employment during the vesting period or performance period, as applicable: (i) annual RSU and PSU awards granted to the employee (a) after the employee became eligible to participate in the Executive Severance Plan, and (b) more than one year prior to the date of employee’s termination of employment; and (ii) RSU and PSU awards designated by the company as “make-whole” awards granted to the employee after the employee became eligible to participate in the Executive Severance Plan. None of the equity awards that were outstanding as of December 27, 2025 were eligible for accelerated vesting under the Executive Severance Plan.

  149. Equity Award Termination Provisions

    | 74 | Intel 2026 Proxy Statement |

  150. Equity Award Termination Provisions

    Tan Offer Letter. The Tan Offer Letter provides that in the event Mr. Tan’s employment is terminated by the company without cause (as defined in the Tan Offer Letter) following March 18, 2026, and he signs and does not revoke a release of claims in favor of the company, then each of the equity grants set forth in the Tan Offer Letter that are then outstanding will be eligible to receive pro-rated vesting. The number of shares subject to each such award that are eligible to vest will be determined by multiplying the number of unvested shares subject to such award by a fraction, which will in no event be greater than one (1), the numerator of which is the total number of full months elapsed from the most recent vesting date to the date his employment terminates and the denominator of which is the total number of months remaining in the applicable vesting schedule. For performance based awards, performance will be determined as follows: ▪Annual PSUs: The greater of target and actual performance ▪New Hire Options: The greater of target and actual performance as of the termination date ▪New Hire PSUs: If the termination of employment occurs prior to the end of the performance period, the greater of target and actual performance as of the termination date, and if the termination of employment occurs following the end of the performance period, the number of PSUs actually earned In addition, in the event a change in control (as defined in the Tan Offer Letter) occurs and Mr. Tan’s employment is terminated by the company without cause or he resigns for good reason (as each of those terms is defined in the Tan Offer Letter), and he signs and does not revoke a release of claims in favor of Intel, each of the equity grants set forth in the Tan Offer Letter will be eligible to receive pro-rated vesting with respect to (i) 67% of outstanding and unvested shares subject to such award (at target performance, if applicable) if the termination of employment occurs prior to September 18, 2026 and (ii) 100% of outstanding and unvested shares subject to such award (at target performance, if applicable) if the termination of employment occurs on or after September 18, 2026. Following such accelerated vesting, the Options and New Hire Options will remain exercisable for a period of 18 months following the date of termination (or until the expiration date, if earlier), subject to the terms of the transaction agreement governing the treatment of the Options and New Hire Options in connection with the transaction constituting a change in control.

  151. Equity Award Termination Provisions

    | Compensation | Executive Compensation Tables | 75 |

  152. Equity Award Termination Provisions

    | | CEO Pay Ratio |

  153. Supplemental Pay Ratio

    Supplemental Pay Ratio We are presenting an alternative pay ratio that we believe facilitates a better understanding of our CEO’s ongoing annual total compensation and better comparability. The pay ratio provided above is based on our CEO’s 2025 annual total compensation, which contained special one-time new-hire equity awards. The supplemental pay ratio excludes the non-recurring special equity awards and includes the representative ongoing intended long-term incentive equity award target value he received in 2026. For purposes of this ratio, our CEO’s 2025 annual total compensation would be $39,723,900, which when compared to the annual total compensation of our median compensated employee of $114,900, results in a pay ratio of 346 to 1.

  154. Supplemental Pay Ratio

    | | CEO Annual Total Compensation | | Median Employee Annual Total Compensation | | Pay Ratio | | SEC Required Calculation | | $93,244,700 | | $114,900 | 812:1 | | Supplemental Pay Ratio | | $39,723,900 | | $114,900 | 346:1 |

  155. Supplemental Pay Ratio

    | 76 | Intel 2026 Proxy Statement |

  156. Supplemental Pay Ratio

    | | Pay Versus Performance |

  157. Supplemental Pay Ratio

    This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect the value of compensation actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions. Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the “fair value” of unvested equity-based awards. For discussion of how the committee seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” section beginning on page 40. The following table shows the information for the past five fiscal years of: (i) the Summary Compensation Table (SCT) total compensation amount (see page 62) for our principal executive officers (PEOs) and, on an average basis, our Non-PEO NEOs, (ii) the “compensation actually paid” (CAP) amount for our PEOs and, on an average basis, our Non-PEO NEOs (in each case, as determined in accordance with SEC rules), (iii) our TSR, (iv) our peer group TSR (Peer Group TSR), (v) our net income, and (vi) our revenue.

  158. Pay for Performance Table

    Pay for Performance Table

  159. Pay for Performance Table

    | Year | SCT Total for Lip-Bu Tan ($) | CAP to Lip-Bu Tan ($) | Average SCT Total for Non-PEO NEOs ($) | Average CAP to Non- PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($B) | Revenue (Non- GAAP) ($B) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 92,990,900 | 161,645,068 | 12,888,867 | 14,951,946 | 85.08 | 264.83 | (0.3) | 52.9 | | 2024 | N/A | N/A | 10,214,333 | (2,842,898) | 47.71 | 214.75 | (18.8) | 53.1 | | 2023 | N/A | N/A | 8,815,275 | 23,524,978 | 116.52 | 153.86 | 1.7 | 54.2 | | 2022 | N/A | N/A | 12,812,380 | 5,207,059 | 59.86 | 97.48 | 8.0 | 63.1 | | 2021 | N/A | N/A | 10,538,800 | 2,003,497 | 111.80 | 135.12 | 19.9 | 74.7 |

  160. Pay for Performance Table

    | Year | SCT Total for Robert H. Swan ($) | CAP to Robert H. Swan ($) | SCT Total for Patrick P. Gelsinger ($) | CAP to Patrick P. Gelsinger ($) | SCT Total for Michelle Johnston Holthaus ($) | CAP to Michelle Johnston Holthaus ($) | SCT Total for David A. Zinsner ($) | CAP to David A. Zinsner ($) | | 2025 | N/A | N/A | N/A | N/A | 33,073,500 | 55,929,253 | 18,174,100 | 31,258,742 | | 2024 | N/A | N/A | 27,429,900 | (82,216,617) | 12,626,000 | (13,792,850) | 12,343,100 | (14,258,138) | | 2023 | N/A | N/A | 16,855,400 | 82,484,119 | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | 11,614,700 | (78,501,522) | N/A | N/A | N/A | N/A | | 2021 | 605,300 | (26,428,474) | 178,590,400 | 124,177,488 | N/A | N/A | N/A | N/A |

  161. Pay for Performance Table

    NEOs. The following table shows the PEO(s) and Non-PEO NEOs for each year.

  162. Pay for Performance Table

    | | PEO | Non-PEO NEOs | | 2025 | Lip-Bu Tan;† Michelle Johnston Holthaus; David A. Zinsner†† | Nagasubramaniyan Chandrasekaran, April Miller Boise and Christoph Schell | | 2024 | Patrick P. Gelsinger; Michelle Johnston Holthaus; David A. Zinsner†† | Christoph Schell, Justin Hotard and April Miller Boise | | 2023 | Patrick P. Gelsinger | Michelle Johnston Holthaus, Sandra L. Rivera, David A. Zinsner and Christoph Schell | | 2022 | Patrick P. Gelsinger | Michelle Johnston Holthaus, Sandra L. Rivera, David A. Zinsner, Christoph Schell and George S. Davis | | 2021 | Robert H. Swan; Patrick P. Gelsinger††† | Sandra L. Rivera, Steven R. Rodgers, George S. Davis, Gregory M. Bryant and Navin Shenoy |

  163. Pay for Performance Table

    † Mr. Tan was appointed Intel’s CEO effective March 18, 2025. †† Mr. Gelsinger ceased being Intel’s CEO effective as of December 1, 2024. Ms. Johnston Holthaus and Mr. Zinsner served as Intel’s Interim Co-CEOs effective as of December 1, 2024 until March 18, 2025. ††† Mr. Swan ceased being Intel’s CEO effective as of February 15, 2021, and Mr. Gelsinger was appointed Intel’s CEO effective as of February 15, 2021.

  164. Pay for Performance Table

    | Compensation | Pay Versus Performance | 77 |

  165. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the charts below illustrate how “compensation actually paid” (CAP) to our NEOs aligns with our company’s financial performance as measured by our TSR, our Peer Group TSR, our net income, and our revenue.

  166. Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR

    Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR

  167. Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR

    | | Tan CAP ($M) | | Holthaus CAP ($M) | | Zinsner CAP ($M) | | Gelsinger CAP ($M) | | | Swan CAP ($M) | | Avg NEO CAP ($M) | | S&P 500 IT TSR | | INTC TSR |

  168. Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

    Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

  169. Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

    | | Tan CAP ($M) | | Holthaus CAP ($M) | | Zinsner CAP ($M) | | Gelsinger CAP ($M) | | | Swan CAP ($M) | | Avg NEO CAP ($M) | | Net Income ($B) | | Non-GAAP Revenue ($B) |

  170. Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

    | Compensation | Pay Versus Performance | 79 |

  171. Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

    Equity Incentive Plans