INTEL CORP INTC

16% shingled-prose overlap between the two filings.

2025: 81,773 chars · 2026: 85,308 chars

• Committee Report:34% overlap (934 → 864 chars)
• Pay Ratio (Item 402(u)):28% overlap (3,655 → 3,866 chars)

• changedThis section oftheproxystatementexplains how the Compensation Committee oversees our executive compensation programs and discusses the compensation earned by Intel’s NEOs, namedexecutiveofficers(NEOs),as presented in the “Executive Compensation Tables” section.
• new2025 Named Executive Officers (NEOs) Lip-Bu TanChief Executive Officer effective March 18, 2025 David A.
• newZinsnerExecutive Vice President and Chief Financial Officer Former Interim Co-Chief Executive Officer December 1, 2024 through March 18, 2025 Nagasubramaniyan (Naga) ChandrasekaranExecutive Vice President, Chief Technology and Operations Officer and General Manager, Intel Foundry April Miller BoiseExecutive Vice President and Chief Legal Officer Michelle Johnston HolthausFormer CEO, Intel Products through September 7, 2025Former Interim Co-Chief Executive Officer December 1, 2024 through March 18, 2025Christoph SchellFormer Executive Vice President, Chief Commercial Officer and General Manager, Sales, Marketing and Communications Groupthrough June 30, 2025
• newNew CEO and 2025 Business Performance
• newFiscal 2025 was marked by a number of significant developments.
• newFrom a leadership perspective, Lip-Bu Tan was appointed CEO effective March 18, 2025.
• changedMr. Tan is an accomplished technology leader with extensive semiconductor industry experience and is deeply familiar with Intel, having served on the ourBoard from September September,2022 until August August,2024.
• newUnder Mr. Tan’s leadership, we took swift actions in 2025 to drive improved execution and operational efficiency and accelerated a cultural shift towards empowering our engineers and being customer-centric.
• newDuring 2025, we made meaningful progress towards our long-term strategic, operational and financial goals, improving our balance sheet and better positioning ourselves to capitalize on the AI opportunities for our business.
• newKey business highlights and announcements since Mr. Tan’s hiring as our CEO include the following:
• new▪Altera divestiture - In April 2025, we entered into an agreement to sell 51% of Altera for net purchase consideration of $4.3 billion.
• newThe transaction closed in September 2025, at which point we deconsolidated Altera from our financial results.
• newWe retained a 49% minority interest in Altera, enabling us to participate in Altera as an investor while focusing on our core business.
• new▪Mobileye stake sale - In July 2025, we sold shares of our Mobileye subsidiary, raising an additional $0.9 billion.
• new▪2025 Restructuring Plan - In the second quarter of 2025, we commenced an enterprise-wide initiative to transform our culture and the way in which we operate, which is designed to simplify the way we do business and drive transparency and accountability across the company.
• newAs part of this transformation, we implemented the 2025 Restructuring Plan to lower expenses, streamline our organizational structure and reduce management layers across functions while reallocating resources toward our core client and server businesses by reducing investment in lower-priority programs and initiatives.
• new▪Manufacturing expansion plan rationalization - Also in the second quarter of 2025, we announced changes to our manufacturing expansion plans — consolidating sites, delaying one of our major new facilities and cancelling two other planned new facilities — to better align capital spending with market demand.
• newThese actions reflect our focus on deploying capital in coordination with tangible milestones and scaling capacity as needed.
• new40Intel 2026 Proxy Statement
• new▪SoftBank Group investment - In August 2025, we entered into an agreement to sell shares of our common stock to SoftBank Group.
• newThe private placement was completed in September 2025 and raised $2.0 billion of additional cash to support our strategic investments.
• new▪U.S. government agreements - Also in August 2025, we entered into agreements with the U.S. government to support the continued expansion of U.S. semiconductor technology and manufacturing leadership.
• newAmong other elements of the agreements, we received the full amount of the accelerated disbursements remaining under the commercial CHIPS Act agreement of $5.7 billion and issued to the U.S. government shares of our common stock.
• new▪NVIDIA collaboration - In September 2025, we announced a collaboration with NVIDIA to jointly develop multiple generations of custom data center and PC products across hyperscale, enterprise and consumer markets.
• newThe collaboration is intended to integrate the strengths of Intel's leading CPU technologies and x86 ecosystem with NVIDIA’s AI and accelerated computing platforms using NVIDIA NVLink.
• new▪NVIDIA investment - Also in September 2025, we entered into an agreement to sell shares of our common stock to NVIDIA.
• newThe private placement was completed in December 2025 and raised $5.0 billion of additional cash to support our strategic investments.
• new▪Intel 18A high-volume manufacturing - In late 2025, we ramped our most advanced leading-edge manufacturing process technology, Intel 18A, into high-volume manufacturing at our Arizona and Oregon fabs.
• newIntel 18A introduced two breakthrough technologies: RibbonFET (gate-all-around) and PowerVia (backside power).
• newIntel 18A reinforces Intel’s position as the only company undertaking research, design and development of leading-edge and next generation semiconductor manufacturing technologies, as well as the high-volume manufacturing of logic semiconductors utilizing leading-edge nodes, in the U.S.
• new▪Intel Core Ultra Series 3 processors built on Intel 18A - In January 2026, we unveiled the Intel Core Ultra Series 3 processor family, our first AI PC platform built on the Intel 18A process technology.
• newIntel Core Ultra Series 3 is powering more than 200 designs from leading, global original equipment manufacturers, spanning premium to mainstream laptops, gaming handhelds, robotics and industrial edge devices.
• newIntel Core Ultra Series 3 is expected to be the most broadly adopted and globally available AI PC platform Intel has ever delivered.
• newA summary of key financial results for 2025 and the comparison to 2024 are shown below.
• new20252024ChangeRevenue$52.9 billion$53.1 billion down $0.2 billionGross Margin Percentage34.8%32.7% up 2.1 pptsOperating Margin (loss)(4.2)%(22.0)%up 17.8 ppts Net Income (loss)$(0.3) billion$(18.8) billionn/m*Earnings per share - diluted $(0.06)$(4.38)n/m*
• new* Not Meaningful
• newIn addition to the appointment of Mr. Tan as our new CEO, we also had a number of NEO changes occur in 2025 and 2026:
• new▪Departure of CEO, Intel Products - On March 1, 2026, Ms. Johnston Holthaus departed Intel.
• newHer departure followed a resignation for good reason (as defined in the letter agreement, executed on February 28, 2025).
• newIn 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▪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.
• newMr. Chandrasekaran was designated an executive officer of Intel as of November 20, 2025.
• newDetails of his compensation arrangement are reflected in the 2025 NEO Compensation section below.
• new▪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.
• newMr. Schell's departure was a resignation and, as such, he was not entitled to any severance pay or other benefits.
• newCompensation | Compensation Discussion and Analysis41
• newNew CEO Compensation Package
• newAlthough 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.
• changedWhen 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 talent,and Intel’s pay-for-performance philosophy.
• changedThe 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 performsexceptionallyon both a relative and absolute basis over the long-term.
• newFollowing 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.
• newDuring 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.
• newMr. Tan’s compensation packages for 2025 (including one-time new-hire awards) and 2026 are set out below.
• newAnnual Compensation$27 millionNew-Hire Awards$42 millionBase Salary $1 million Annual PSUs $14.4 million New Hire Options $25 million2025$17 million New Hire PSUs $2 million Target Bonus $9.6 million Annual Options 99% “At Risk”Annual Compensation$27 millionBase Salary $1 million Annual PSUs $14.4 million2026 $2 million Target Bonus $9.6 million Annual Options96% “At-Risk”
• newThe 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.
• newAlmost 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.
• newThis structure reflects the committee’s philosophy of linking pay to performance and prioritizing equity over cash compensation.
• newMr. Tan’s total direct compensation is weighted more heavily towards equity-based awards than our prior CEO’s.
• newThis equity-focused approach utilizes metrics designed to incentivize achievement of rigorous performance goals and the creation of sustainable stockholder value.
• changedThe design of our CEO’s thenew-hire equity awards emphasizes vehicles that focus on relative and absolute performance and are highlyperformance-orientedandaligned with stockholder outcomes over the long-term, long-termincorporating (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), years,and (ii) performance stock units (PSUs) PSUsthat are tied to a combination of relative and absolute andrelativeperformance with long-term vesting over five years (New Hire PSUs). years.
• newFurther, 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.
• newHe must hold those shares through each New Hire PSU vesting date for the New Hire PSUs to vest.
• new42Intel 2026 Proxy Statement
• newThe specific terms of Mr. Tan’s 2025 and 2026 equity awards are as follows:
• newAward Type and Target Value Vesting Terms and Key Considerations 20252026Annual 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 appreciationNew 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
• newCompensation | Compensation Discussion and Analysis43
• changed2025 2024Elements of Pay
• changedThe following table lists the pay elements of the 2025 annual compensation programs for our NEOs NEOs’2024programsand the purpose each served:
• newPay ElementWeightPurposePerformance Period2025 Performance Metric CEOOther NEOs Base SalaryDesigned to be market-competitive and attract and retain talentAnnual Annual Cash BonusIncentivize achievement of Intel’s near-term financial and operational objectives, consistent with Intel’s longer-term goalsAnnualNew 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 retentionThree YearsNew 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.
• newPayout 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.
• newThe 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 alignmentOver 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 retentionOver Three Years(annual vesting) ▪Stock Price
• newExcluded Elements of Pay.
• newThe table above does not include special one-time awards or payments made to the NEOs in 2025, such as Mr. Tan’s New Hire Options and New Hire PSUs, and the one-time cash payment made to both Ms. Johnston Holthaus and Mr. Zinsner as compensation for their service as Interim Co-CEOs.
• newWeight.
• newWeight for NEOs other than the CEO is included on an average basis.
• new44Intel 2026 Proxy Statement
• changed2025 2024Incentive Program Results
• changedAsdiscussedin“2024NEOCompensation”onpage48,Our 2025 2024executive compensation programs were structured to provide strong pay-for-performance alignment as evidenced by recent payouts.
• newAs 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.
• newPay Element2025 ResultsPerformance Summary2025 AnnualCash Bonus118.7% For CEO119.7%Average for Other NEOsPayout 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 modifierWhile 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 targetYear 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

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