Intel Corporation · Risk factors

The industry in which we operate is highly competitive and subject to rapid technological, geopolitical and market developments; changes in industry standards; changes in customer and end-user needs, expectations and preferences; and frequent product introductions and improvements. When we do not anticipate or respond to these developments, our competitive position can weaken and our products or technologies can become uncompetitive or obsolete. Our competitive environment has intensified in recent years, and we expect it to continue to do so in the future, including as a result of the proliferation of AI and high demand for AI-related products and services. In addition, many of our competitors have substantially greater financial resources than us.

If we are not able to compete effectively, or if our external foundry strategy is unsuccessful, our financial results will be adversely affected, including through reduced revenue and gross margin, and we may be required to accelerate the write-down of the value of certain assets.

We face intense competition across our product portfolio. Our competitors include companies offering platform products, such as AMD and Qualcomm; accelerator products such as GPUs, including those offered by NVIDIA and AMD; other accelerator products such as ASICs, application-specific standard products and FPGAs; memory and storage products; connectivity and networking products; and other semiconductor products. Some of these competitors have developed or utilize competing computing architectures and platforms, such as the ARM architecture, and these architectures and platforms can produce beneficial network effects for competitors when an ecosystem of customers and application developers for such architectures and platforms grows at scale. ARM-based products and the ARM ecosystem have seen increased development and adoption in recent years.

We also compete with internally developed semiconductors from OEMs, cloud service providers, and others, some of whom are customers. Some of these customers vertically integrate their own semiconductor designs with their software assets and/or customize their designs for specific computing workloads. For example, in 2020, Apple introduced PC products utilizing its own internally developed ARM-based semiconductor designs in place of our client CPUs, and we face increasing competition from Apple's products and ecosystem. More recently, a number of hyperscaler customers have increasingly developed their in-house semiconductor design capabilities and moved to using custom or semi-custom products.

Most of our competitors rely on third-party foundries, such as TSMC or Samsung, for the manufacture and assembly and test of their semiconductor components and products. Manufacturing process and assembly and test improvements introduced by such foundries have contributed, and may continue to contribute, to increasingly competitive offerings by our competitors. Our process technology roadmap to regain transistor performance and power performance competitiveness is subject to a number of risks, and we could fail to realize our goals, including due to changes in competitor technology roadmaps, changes affecting our projections regarding our technology or competing technology, and the risks inherent in the development and implementation of new semiconductor products and manufacturing process technologies.

As an integrated device manufacturer, we have higher capital expenditures and R&D spending than many of our fabless competitors due to the high ongoing investments required to maintain leading-edge process technology and manufacturing capacity. We also face new sources of competition as a result of changes in industry participants through, for example, acquisitions or business collaborations, as well as new entrants, including in China, which could have a significant impact on our competitive position. For example, we could face increased competition as a result of China's programs to promote a domestic semiconductor industry and supply chains.

Our products compete based on a number of factors, including performance, energy efficiency, ease-of-integration, ease-of-use, innovative design, features, workload optimization, price, quality, reliability, security, software ecosystem and developer support, time-to-market, reliable product roadmap execution, brand recognition, customer support and customization and availability. The importance of these factors varies by product and market segment. To the extent our products do not meet our customers' requirements across these factors in an increasingly competitive landscape, our business and results of operations can be harmed. For example, we have lost market share in recent years, including in both client and data center markets, in the market for x86-based semiconductor products, and more generally in the markets for semiconductor compute products, as competitors have introduced highly competitive data center and client platform products.

Our data center business has been further negatively impacted in the past few years by the significant shift of customer spend toward GPUs optimized for AI workloads, a rapidly developing and very significant compute market where we have been unsuccessful to date in becoming a meaningful participant. Additionally, to the extent we rely upon third party foundries for our products, our margins may be negatively impacted.

We have limited experience in the highly competitive and capital-intensive third-party foundry business. As we pursue our strategy to establish Intel Foundry as a major provider of foundry capacity to manufacture semiconductors for others, we face intense competition from well-established competitors such as TSMC, Samsung, Global Foundries, UMC and SMIC. To succeed, we need to compete effectively across factors such as availability and time-to-market of manufacturing technology; advances in manufacturing processes in areas such as performance, performance per watt and density; multi-chip packaging; system integration; manufacturing capacity; price; margin; ease of use; quality; yields; customer satisfaction; and ecosystem support. Building and maintaining a competitive foundry business requires significant ongoing investments to maintain leading-edge process technology and manufacturing capacity, which investments in many instances must be made ahead of customer commitments and may not be recouped.

As we have reassessed demand and our "shell ahead" strategy, and our financial results in the last few years have constrained our ability to make capital investments, we have delayed or cancelled manufacturing facility construction or expansion projects in Ohio, Germany, Poland, Malaysia and Israel and initiated the consolidation of our assembly and test facility in Costa Rica into our other facilities, and we may have additional project delays or project cancellations in the future. Moreover, many of the largest potential foundry customers are fabless semiconductor companies whose products compete with our own. As a result, our strategy requires us to overcome customer concerns regarding protection of confidentiality information, intellectual property, and foundry capacity, among other competitive concerns, to attract and retain such customers.

Our limited third-party foundry experience also means we must continue to hire and retain talented employees with relevant foundry experience with respect to both leading-edge and legacy nodes. Our efforts may be hindered by the higher costs of, regulatory and environmental restrictions imposed upon, and time it takes to build fabrication and assembly and test facilities in the jurisdictions in which we operate and plan to build new or upgrade existing foundry facilities as compared to the jurisdictions in which our competitors predominantly operate their foundry facilities. Our construction projects to expand capacity require available sources of labor, materials and equipment. Increasing demand for such sources, including from other foundries; supply constraints, labor shortages and other adverse market conditions; issues with permits or approvals; on-site incidents; and other construction issues arise from time to time and can result in significant delays and increased costs for our projects, as well as legal and reputational harm. These significant hurdles to our foundry strategy make it highly risky and our success highly uncertain.

To compete successfully, we must maintain an effective R&D program, develop new products and manufacturing processes, improve our products and processes and make significant capital investments in new and existing manufacturing facilities, all ahead of competitors and market demand. The R&D efforts and capital investments we require are significant as we compete across both product and process technologies and we may not have the ability to fund such investments at the level needed to be competitive. We incurred R&D expenses of $13.8 billion in 2025, $16.5 billion in 2024 and $16.0 billion in 2023. We are focusing our R&D efforts across several key areas, including process and packaging technology, our xPU products and features, AI and software.

Our investments are typically long-term and, even where successful, often do not contribute to our operating results for a number of years. We cannot guarantee that our efforts will deliver the benefits we anticipate, including as a result of our new products or technologies falling short of expectations or the offerings of competitors. In recent years, we have had a number of delays in the release of new products, including as a result of defects or errata, late changes to features due to customer requests, or other design challenges for our products. We have similarly had delays in our development of new process technologies and advanced packaging techniques, including with respect to performance and yield.

These delays have allowed competitors using third-party foundries, such as TSMC, to benefit from advancements in manufacturing processes introduced ahead of us, including improvements in performance, energy efficiency and other features, which have helped increase the competitiveness of their products. We also missed the significant shift in compute demand to GPUs optimized for AI workloads and have been unsuccessful to date in becoming a meaningful participant in that market while certain of our key competitors have been highly successful in that market. Our most recent efforts to compete in the accelerator market with our Gaudi AI accelerators was unsuccessful, as a result of which we recognized Gaudi AI accelerator inventory-related charges of $375 million in 2025 and $922 million in 2024.

To the extent we do not timely introduce new products and manufacturing process technologies that improve performance, performance per watt, transistor density, die utilization, core counts and/or new features such as optimizations for AI and other workloads, with sufficient manufacturing yields and operational efficiency, relative to competitors and competing foundry processes, we have faced and will face cost, product performance and time-to-market disadvantages relative to our competitors. This has in the past and may in the future result in higher operating costs, including as a result of additional costs from unused manufacturing capacity, higher leverage and borrowing costs and pressure on our credit ratings.

When the introduction of next-generation process technologies is delayed, adding cores or other competitive features to our products can result in larger die size products, manufacturing supply constraints and increased product costs. Lower manufacturing yields and longer manufacturing throughput times, compared to previous process nodes, can increase our product costs, adversely affect our gross margins and contribute to manufacturing supply constraints. A new process node typically has higher costs compared to a mature node due to factors that include higher depreciation costs and lower yields, and costs and yields at times do not improve at the same rate as on prior nodes. In addition, the cost of new leading-edge process nodes continues to increase at a higher rate relative to legacy process nodes due to a number of factors, including the cost of procuring and operating advanced manufacturing equipment.

As the die size of our products has increased and our manufacturing process nodes have increased the number of transistors per die, our products and manufacturing processes have grown increasingly complex and more susceptible to product defects and errata, which at times also contribute to production timing delays and lower yields that may also increase our costs to manufacture and warranty our products.

We have adopted a disaggregated design architecture for most of our newer and more high-end products and a number of our future products in which different processors and components, or tiles, can be manufactured on different processes and connected by advanced packaging technology into a single package. This approach introduces new areas of complexity in design and manufacturability, particularly in the deployment of advanced packaging technologies, several of which are novel, have a limited manufacturing history or have increased costs. Delays or failures in implementing disaggregated designs or the individual components thereof could adversely affect our ability to timely introduce competitive products. Further, some of our newer and more high-end products and a number of our future products involve the use of tiles manufactured by TSMC, a key competitor on the foundry side of our business, or other third-party foundry suppliers.

To the extent there is any interruption in the supply of tiles manufactured by TSMC or any other third-party foundry supplier, whether as a result of a dispute or otherwise, we would be unable to complete assembly of complete products requiring such tiles until such time as we could design and manufacture replacement tiles and source such tiles from an alternative supplier, which would likely involve a substantial delay given the bespoke design of each tile to the particular manufacturing process utilized. As such, our disaggregated design approach involves significant supply chain risk to our ability to manufacture and sell our products that could have a material adverse impact on business and financial results.

Further, to the extent we adopt a disaggregated design approach for products that compete with competitors’ products that use a more traditional monolithic chip design, we may be at a significant cost disadvantage that adversely impacts the profitability or the success of our products.

The investments required for our leading-edge process technology development and our worldwide manufacturing and assembly and test require capital expenditures above our historical levels. In recent years, the semiconductor manufacturing industry has seen very significant increases in the capital investments required for manufacturing facilities utilizing leading-edge process technologies, including as a result of the use of EUV and high-NA EUV lithography tools. Our ownership and operation of such high-tech fabrication facilities, and our need to build new and expand or upgrade existing facilities in anticipation of future products and demand, has resulted and will continue to result in our incurring large capital outlays and high costs that are fixed or difficult to reduce in the short term.

Such capital outlays and costs include those related to utilization of existing facilities, facility construction and equipment, R&D, and the employment and training of a highly skilled workforce. To the extent customers are unwilling to pay prices to access the features that our process and product investments are expected to deliver, or if demand for our products, foundry capacity and assembly and test capacity decreases or we fail to forecast demand accurately, our gross margin and operating income can be disproportionately affected due to our high fixed cost structure, which is difficult to reduce quickly in response to lower demand and other unfavorable market factors. As we have reassessed demand and our "shell ahead" strategy, and our financial results in the last few years have constrained our ability to make capital investments, we have delayed or cancelled manufacturing facility construction or expansion projects in Ohio, Germany, Poland, Malaysia and Israel and initiated the consolidation of our assembly and test facility in Costa Rica into our other facilities.

We could also be required to write off inventory or record excess manufacturing capacity charges, which would also lower our gross margin and operating income. To the extent the demand decrease is prolonged, our manufacturing or assembly and test capacity could be underutilized, and we may be required to write down our long-lived assets, which would increase our expenses. We may also be required to shorten the useful lives of under-used facilities and equipment and accelerate depreciation. For example, in 2025 and 2024 we recorded $950 million and $3.3 billion, respectively, of charges related to non-cash impairments and the accelerated depreciation for certain manufacturing assets that were determined to have no remaining or reduced operational use.

As an integrated design manufacturer (IDM) with a products business that depends on access to leading-edge semiconductor manufacturing process technologies, or nodes, to produce competitive products, we have historically invested significant capital resources to continually develop new generations of leading-edge nodes and foundry capacity to produce such nodes. However, as described above, the design, development and manufacturing of leading-edge nodes is risky and capital-intensive, and it takes years for capital investments to yield a return. If we are unable to secure a significant external customer for our Intel 14A node, we may pause or discontinue development of Intel 14A and subsequent next generation leading-edge nodes. While we remain focused on continued development of Intel 14A and securing such a significant external customer, we have taken steps to reduce our overall investment and have further slowed down the construction of the new leading-edge fabrication facilities we are building in Ohio.

In addition, while we continue to evaluate Intel 14A for use in future Intel products and our plan includes an initial product designed to utilize Intel 14A, at present we are maintaining the option to design future Intel products requiring nodes with performance beyond Intel 18A and Intel 18A-P to be produced internally or by an external foundry. We have been unsuccessful to date in securing any significant external foundry customers for any of our nodes and our prospects for securing a significant external foundry customer for Intel 14A are uncertain.

If we were to pause or discontinue the design, development and manufacturing of Intel 14A and other next generation leading-edge nodes, we would be subject to a number of significant strategic business, financial, operational and reputational risks and repercussions including, but not limited to:

▪Dependence on Third-Party Foundries. Our products business would, over time, become dependent on third-party foundries, particularly TSMC, as we develop products for nodes beyond Intel 18A and Intel 18A-P. We have no long-term contract with TSMC, and if we are unable to secure and maintain sufficient capacity on favorable pricing terms, we may be unable to manufacture our products in sufficient volume and at a cost that supports the continued success of our products business. Further, most of our competitors have longer and more established relationships with TSMC and other third-party foundries than we do, which may put us at a competitive disadvantage. There are few foundries capable of producing the leading-edge and near-leading-edge nodes needed for our products – currently only TSMC and Samsung.

To the extent our competitors are more successful than us in securing capacity with those foundries than we are, our product roadmap, market position and customer relationships would be materially adversely impacted.

▪Losses with Respect to our Investments in R&D and Manufacturing Facilities and Equipment: We had over $100 billion of property, plant and equipment, net on our balance sheet as of December 27, 2025, the substantial majority of which we estimate relate to our foundry business. While the significant majority of this relates to our existing and in-development nodes, including Intel 18A and Intel 18A-P, with each transition to a new node we continue to utilize some R&D and manufacturing assets from prior nodes. If we were to pause or discontinue the design, development and manufacturing of Intel 14A and other next generation leading-edge nodes, we would expect to incur significant material impairments with respect to foundry assets that may impact our results of operations.

For example, we would likely discontinue the new leading-edge fabrication facilities we are building in Ohio. We also would expect to incur additional costs and expenses as we wind down other projects and facilities and reduce headcount.

▪Loss of Eligibility for Government Incentives. We have also entered into government incentive arrangements with local, regional and national governments, both U.S. and non-U.S. If we were to pause or discontinue the design, development and manufacturing of Intel 14A, we may lose eligibility for various incentives contemplated by these arrangements, and we may be required to repay amounts already received under these arrangements.

▪Potential Penalty Payments Under our SCIP Agreements. To support our capital investments in recent years, we pursued alternative financing arrangements including our 2022 joint investment with Brookfield in the manufacturing expansion of our Arizona campus and our 2024 joint investment with Apollo related to Fab 34 in Ireland. Our potential pause or discontinuation of the design, development and manufacture of Intel 14A may accelerate our move to third-party foundry services for our products and result in our inability to satisfy construction and/or wafer demand and purchase commitments in those arrangements, potentially requiring substantial additional payments to our SCIP partners.

▪Loss of Talent. Historically, as one of the only companies in the world, and the only company in the U.S., pursuing the design, development and manufacturing of next generation leading-edge nodes, we have benefitted from being in a unique position as an employer to hire and retain scientists, engineers, and other technical talent interested in being on the cutting edge of semiconductor innovation. If we were to pause or discontinue leading-edge node design, development and manufacturing, or any perception that we may do so in the future, may materially adversely impact our ability to hire and retain key talent across our foundry organization and the company more broadly, and we risk substantial loss of historical, technical and other expertise.

▪Limited External Foundry Potential. We have been unsuccessful to date in attracting significant customers to our external foundry business. If we were to pause or discontinue our pursuit of Intel 14A and successor nodes, it is highly uncertain whether we would be able to develop this business. Among other things, our existing nodes (Intel 7, Intel 4 and Intel 3) were designed for Intel products, and if potential customers for our upcoming Intel 18A-P node believe we are no longer committed to continued development of next generation leading-edge nodes (Intel 14A and beyond), they may be inclined to remain with their current foundry partners and unwilling to make the significant investments of time and resources needed to develop products on our nodes.

▪Other Significant Financial, Operational and Reputational Risks. If we pause or discontinue the design, development and manufacture of Intel 14A and future leading-edge nodes, it may give rise to additional material risks that we are not able to foresee or that are more significant than we anticipate, including, but not limited to, adverse impacts to our relationships and the terms of our engagements with customers, suppliers and strategic partners, potential credit rating risk, and diminished investor confidence and increased stock price volatility. It is also uncertain what actions, if any, may be taken by the U.S. and other governments to the extent they view a potential discontinuation of our leading-edge process technology design, development and manufacturing as a strategic risk from a national economic or defense perspective.

Any of the foregoing could have a material adverse impact on our revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability and prospects and could exacerbate other risks discussed in this Form 10-K. Further, given the decades of significant continuous investments in R&D, talent accumulation, intellectual property, state-of-the-art facilities and technical know-how needed to compete in leading-edge node design, development and manufacturing, any decision to pause or discontinue our pursuit of Intel 14A and successor leading-edge process technologies may be effectively irreversible.

To support our capital investments, we have pursued alternative financing arrangements, such as our 2022 joint investment with Brookfield in the manufacturing expansion of our Arizona campus, and our 2024 joint investment with Apollo related to Fab 34 in Ireland, and may enter into similar arrangements in the future. These transactions may fail to advance our business strategy, may include unfavorable pricing or other terms such as penalties should key metrics not be attained as prescribed by our agreements, and may fail to achieve their anticipated benefits. Both arrangements include commitments we may not be able to satisfy, including commitments relating to construction and/or wafer demand or purchase, in which case we may be required to make additional payments to our partners.

For example, in the fourth quarter of 2024, we recognized a $755 million charge related to penalties we expect to pay in connection with Ireland SCIP for construction delays we decided to make as we reduced our near-term capacity requirements. Further, both arrangements are expected to significantly and increasingly impact our net income (loss) attributable to Intel and earnings (loss) per share attributable to Intel in future periods as wafer production volumes increase at our expanded Arizona campus and at Fab 34 in Ireland. Our partners may also fail to satisfy financial or other obligations on which we rely and we may fail to resolve any potential disputes. Any of these risks, including our ability to effectuate any additional transactions at all, could have a material adverse effect on our business, results of operations, financial condition or cash flows, which may limit our ability to raise sufficient capital for our required investments.

In addition, we have applied for, received and expect to receive additional grants and incentives from domestic and foreign local, regional and national governments. Legislation in the U.S. and EU has been adopted to provide government funding for semiconductor manufacturing expansions in those regions. However, any amounts we may receive under any agreements enabled by such legislation may not be sufficient in amount or timeliness to support our capital investment plans and offset the higher costs of operations in many of the locations of our facilities as compared to those of many of our competitors, we may be unable to comply with the requirements and limitations of any such grants and incentives, or such agreements may contain restrictions that limit our flexibility to pursue changes in business strategy or transactions that may enhance stockholder value.

To the extent funding is below our expectations, we elect not to accept any grants or incentives due to burdensome compliance requirements, we are required to return any amounts received from any grants or incentives due to an inability to comply with any requirements or limitations contained therein, we are subject to restrictions as a result of any awards we have accepted, or the U.S. government delays or does not provide any awards that have been agreed upon, our anticipated cash requirements may increase, our strategy, business and financial results may be adversely affected, and we may be constrained in our ability to engage in transactions that are in the best interests of our stockholders.

Our transactions with the U.S. government during the third quarter of 2025, including the equity issuances and the amendment to our commercial CHIPS Act agreement, are complex and subject to a number of risks and uncertainties:

▪The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable. While the U.S. Department of Commerce, or DOC, is contractually bound under the agreement, no other agency or branch of the U.S. government has made commitments to support, refrain from challenging or otherwise impeding the transaction. Legal challenges, administrative rulings, litigation by other parts of the U.S. government or third parties, or geopolitical developments could materially impair funding, alter obligations under our CHIPS Act agreements, or otherwise adversely affect the transactions and the benefits we expect to receive. In addition, enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S. government.

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

▪The transactions are dilutive to existing stockholders. The issuance of shares of common stock to the U.S. government at a discount to the current market price is dilutive to existing stockholders, and stockholders may suffer significant additional dilution if the conditions to the warrant are triggered and the warrant is exercised.

▪The U.S. government’s equity position reduces the voting and other governance rights of our other stockholders and may limit potential future transactions that may be beneficial to such stockholders. The transactions resulted in the U.S. government becoming one of our largest stockholders. The U.S. government’s interests in us may not be the same as those of other stockholders. The U.S. government has agreed to vote its shares of common stock as recommended by our board of directors, subject to applicable law and exceptions to protect the U.S. government’s interests. This will reduce the voting influence of other stockholders with respect to the selection of our directors and proposals voted on by our stockholders.

The existence of a significant U.S. government equity interest, the voting of such shares either as directed by our board of directors or the U.S. government, and the U.S. government’s substantial additional powers with respect to the laws and regulations impacting us, may substantially limit our ability to pursue potential future strategic transactions that may be beneficial to stockholders, including by potentially limiting the willingness of other third parties to engage in such potential strategic transactions with us.

▪Our non-U.S. business may be adversely impacted by the U.S. government being a significant stockholder. Sales outside the U.S. accounted for 70% of our revenue for 2025. Having the U.S. government as a significant stockholder could subject us to additional regulations, obligations or restrictions, such as foreign subsidy laws or otherwise, in other countries.

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

Our products are used in different market segments, and demand for our products varies within or among them. It is difficult to forecast these changes and their impact. For example, we expect the PC TAM to grow over time, driven by factors such as a larger installed base, demand for AI capabilities, new platforms, shorter replacement cycles, and adoption in new markets; however, the PC industry has been highly cyclical in the past, and these growth expectations may not materialize, or we may fail to capitalize on them. Changes in the demand for our products have in the past and may in the future reduce our revenue, lower our gross margin, or require us to write down the value of our assets.

Important factors that lead to variation in the demand for our products include:

▪business conditions, including downturns in the market segments in which we operate, or in global or regional economies;

▪consumer confidence, income levels and customer capital spending, which can be impacted by changes in market conditions, including changes in government borrowing or spending, taxation, interest rates, the credit market, current or expected inflation, employment, and energy or other commodity prices;

▪customer product needs and emerging technology trends, including changes in the levels and nature of customer and end-user computing workloads, such as the shift in data center spend to GPUs to support AI workloads;

▪geopolitical conditions, including trade policies, tariffs or other trade restrictions and geopolitical tensions and conflicts;

▪our ability to timely introduce competitive products;

▪competitive pricing pressures, new product introductions and other actions taken by competitors;

▪the level of our customers' inventories and computing capacity;

▪customer order patterns and order cancellations, including as a result of maturing product cycles for our products, customers' products and related products such as operating system upgrade cycles; and ▪industry disruptions affecting us and our customers, such as the industry substrate and component shortages that negatively impacted demand across several of our businesses in 2021, the delays in obtaining tools, components and other supplies as a result of COVID-19-related port shutdowns in China that negatively impacted demand for our business in 2022, and current industry supply constraints for memory chips, substrates and foundry capacity that may impact our customers’ abilities to assemble products incorporating our products.

Our pricing and margins vary across our products and market segments due in part to marketability of our products and differences in their features or manufacturing costs. For example, our core product offerings range from lower-priced and entry-level platforms to higher-end platforms. Our ancillary product offerings that extend beyond our core product lines typically have significantly lower margins than our higher-priced products, and at times are not profitable. Some of our higher-priced products, however, have lower margins as they are produced at external foundries rather than in our manufacturing facilities. To the extent demand shifts from our higher-margin to lower-margin products in any of our market segments, our gross margin percentage has decreased and may decrease again.

We have manufacturing, assembly and test, R&D, sales and other operations in many countries, and some of our business activities are concentrated in one or more geographic areas. Our operations rely upon a supply chain that is also highly distributed, and with reliance in some instances on supplies or materials available in only one or more geographic areas. Moreover, sales outside the U.S. accounted for 70% of our revenue for the fiscal year ended December 27, 2025, with revenue from billings to China contributing 24% of our total revenue. As a result, our operations and our financial results, including our ability to execute our business strategy, manufacture, assemble and test, design, develop or sell products, and the demand for our products, are at times adversely affected by a number of global and regional factors outside of our control.

Adverse changes in global or regional economic conditions periodically occur, including as result of recession or slowing growth; changes or uncertainty in fiscal, monetary or trade policy; high interest rates; tighter credit; inflation; lower capital expenditures by businesses, including on IT infrastructure; increases in unemployment; and lower consumer confidence and spending. Adverse changes in macroeconomic conditions can significantly harm demand for our products and make it more challenging to forecast our operating results and make business decisions, including regarding prioritization of investments in our business. An economic downturn or increased uncertainty may also lead to: increased credit and collectability risks; higher borrowing costs or reduced availability of capital and credit markets; reduced liquidity; adverse impacts on our suppliers; failures of counterparties, including financial institutions and insurers; asset impairments; and declines in the value of our financial instruments.

Trade policies and disputes at times result in increased tariffs, trade barriers and other trade restrictions and protectionist measures, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets. They can also result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel or alter the timing of their purchases with us.

Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, domestic sourcing initiatives, and decoupling of global trade networks, which could make it more difficult to sell our products in, or restrict our access to, some markets and have a material adverse effect on our business and growth prospects.

Geopolitical and trade tensions between the U.S. and China, one of our largest markets, have led to increased tariffs and trade restrictions, including tariffs applicable to some of our products, and have affected customer ordering patterns. Further, the U.S. has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies, including certain of our customers, and China has responded with its own restrictions. More specifically, the period from 2022 through 2024 was characterized by escalating U.S. export controls and trade restrictions, including strengthened controls on semiconductor manufacturing equipment, AI and advanced computing products, as well as new caps on the global distribution of high-performance integrated circuits and additional limitations on critical minerals.

The U.S., often in coordination with Japan and the Netherlands, imposed these restrictions while adding more Chinese firms to prohibited lists, and China responded with its own limitations on U.S. access to minerals and on companies supplying Taiwan's military. In 2025, the new U.S. administration further tightened export controls and trade measures, expanding the scope of restrictions, which has led to additional sales reductions and a greater need for specific government authorizations. It also resulted in China putting licensing requirements on critical minerals. These restrictions have in some instances reduced our sales and in a number of instances required specific governmental authorizations or exceptions. These and potential future restrictions, including also through application of antitrust laws and restrictions based on cybersecurity and other national security concerns, could adversely affect our financial performance and result in reputational harm to us.

In addition, a number of semiconductor companies in China, including SMIC, are making significant investments, in many instances with the support of the Chinese government, in advanced semiconductor technologies to enable such companies to develop products and technologies that compete with ours. It is difficult to predict what further trade-related actions governments may take, the extent to which we may be able to mitigate the effects of any trade-related actions, and the longer-term implications of trade-related actions on the market opportunities for us and the competition we may face.

Geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity, present significant risks to our global operations. For example:

▪There have been significant hostilities in recent years affecting or in close proximity to Israel, where we have a leading-edge fabrication facility and multiple product development centers. This has included direct military actions between Israel and Iran, military strikes by the U.S. against Iran and hostilities in Gaza and Lebanon. Additional hostilities and escalations remain possible at any time. As a significant portion of our revenues are generated from products using our Intel 7 node that are manufactured at our fabrication facility in Israel and we are not insured for business interruptions resulting from war or political violence, a disruption of that facility could have a significant adverse impact on our business.

Additionally, our property, plant and equipment assets in Israel are self-insured and could be impacted by the conflict. Further, our Mobileye business is headquartered and has most of its operations in Israel and could be similarly impacted;

▪Tensions between mainland China and Taiwan have increased significantly in recent years, presenting an elevated risk of hostilities. Many of our products depend on suppliers in Taiwan for critical components, including various compute die, that cannot be easily or quickly replaced. Other of our products are made entirely in Taiwan. As such, any disruption impacting Taiwan could significantly and adversely impact our ability to obtain critical components and supply our customers with products; and ▪Russia’s ongoing conflict with Ukraine has resulted in the imposition of financial and other sanctions and export controls against Russia and Belarus that has caused us and other companies to limit or suspend Russian operations (we had no exports to Russia in 2025, 2024 and 2023).

The conflict has also resulted in Russia-imposed currency restrictions and regulations and other retaliatory trade and other actions, increased supply, commodity and other costs, and an increased risk of cyberattacks.

We can also be adversely affected by other global and regional factors that periodically occur, including:

▪severe weather events and natural disasters, public health issues (including pandemics) and other catastrophic events;

▪inefficient infrastructure and other disruptions, such as supply chain interruptions, materials shortages or delays and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers;

▪formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs and changes in the ability to obtain export licenses, which could be changed without notice;

▪government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from or distribute compensation or other funds in a particular country;

▪adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors;

▪differing employment practices and labor issues, including restricted access to talent;

▪ineffective legal protection of our IP rights in certain countries;

▪local business and cultural factors that differ from our current standards and practices;

▪continuing uncertainty regarding social, political, immigration and tax and trade policies in the U.S. and abroad; and ▪fluctuations in the market values of our domestic and international investments, and in the capital and credit markets, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk or other factors.

The markets and use cases for products with AI capabilities have been rapidly evolving, are difficult to predict, and may impact demand for our products. For example, in the last few years, the demand for high-end GPUs for model training increased dramatically and has resulted and may continue to result in a significant shift in data center customer spend. The investments we have made and expect to continue to make to develop products and software to address what we believe will be increasing demand for AI capabilities, most notably in AI PCs but also in the data center and in GPUs, may be insufficient, and we face significant hurdles, including whether demand will materialize, whether third-party developers will develop the software to utilize the AI capabilities of our products, and whether we will be successful in developing products that can compete with the more established offerings and ecosystems of our competitors.

In addition, many of our competitors have substantially greater financial resources than us, are making substantially greater investments in AI than we are, including through internal development and through acquisitions and hiring and retention of talent, and are further along in their development of AI technologies than we are.

Our use of AI technology may subject us to reputational, financial, legal or regulatory risks. As we incorporate AI technology into our products and services, any failure to address concerns relating to the responsible use of the evolving AI technology in our products and services may cause harm to our reputation or financial liability and, as such, may increase our costs to address or mitigate such risks and issues. AI technology may create ethical issues, generate defective algorithms and present other risks that create challenges with respect to its adoption. In addition, evolving laws, rules, regulations and industry standards governing AI may require us to expend significant resources to modify, maintain or align our business practices or products. At the same time, to the extent we do not adopt AI technology in the operation of our business as effectively as our competitors, we may be competitively disadvantaged.

We have a highly complex global supply chain composed of thousands of suppliers. These suppliers provide direct materials for our production processes; supply tools, equipment and IP (via licenses) for our factories; deliver logistics and packaging services; and supply software, lab and office equipment, and other goods and services used in our business. We also rely on suppliers to provide certain components for our products and to manufacture and assemble and test some of our components and products. From time to time, we are negatively impacted by supply chain issues, including:

▪suppliers extending lead times, experiencing capacity constraints, limiting or canceling supply, allocating supply to other customers including competitors, delaying or canceling deliveries or increasing prices (for example, we are currently being impacted by industry supply constraints for memory chips, substrates and foundry capacity);

▪supplier quality issues;

▪cybersecurity events, IP or other litigation, man-made or natural disasters, public health issues (including pandemics), operational failures or other events that disrupt suppliers;

▪long lead times to qualify alternate or additional suppliers, or the unavailability of qualified alternate suppliers; and ▪increased legislation, regulation or stakeholder expectations regarding sourcing, including with respect to national security, human rights and environmental impact concerns.

These and other supply chain issues can increase our costs, disrupt or reduce our production, delay our product shipments, prevent us from meeting customer demand, damage our customer relationships or negatively affect our reputation. They may keep us from successfully implementing our business strategy and can materially harm our business, competitive position, results of operations and financial condition. From time to time, our customers experience disruptions or shortages in their own supply chains that constrain their demand for our products. During the past several years, macroeconomic and geopolitical conditions, as well as outbreaks of COVID-19, caused supply chain disruptions and delays in obtaining tools and other components, and the semiconductor industry experienced widespread shortages of substrates and other components and available foundry manufacturing capacity.

These shortages have previously limited our ability to supply customer demand in certain of our businesses, and have adversely affected customer demand for our products, as some customers have been unable to procure sufficient quantities of third-party components used together with our products to produce finished systems. It is difficult to predict the future impact of these shortages when they occur.

To obtain future supply of certain materials and components, particularly substrates, and third-party foundry manufacturing capacity, we have entered into arrangements with some of our suppliers that involve long-term purchase commitments and/or large prepayments. These arrangements may not be adequate to meet our requirements, or our suppliers may fail to deliver committed volumes on time or at all, or their financial condition may deteriorate. If future customer demand over the horizon of such arrangements falls below our expectations, we could have excess or obsolete inventory, unneeded capacity and increased costs, and our prepayments may not be fully utilized, and in some cases may not be fully recoverable.

We utilize third-party foundries and component suppliers to manufacture or supply a number of our products and components necessary for our products that we manufacture. As part of our strategy, we expect to continue to rely upon third-party foundries. Delays in the development of foundries' future manufacturing processes could delay the introduction of products or components we design for such processes, and insufficient foundry capacity could prevent us from meeting customer demand. We typically have less control over delivery schedules, design and manufacturing co-optimization, yields, quality, product quantities and costs for components and products that are manufactured by third parties.

For certain products, components, services, materials and equipment, we rely on a single or a limited number of suppliers, or upon suppliers in a single location, which can impact the nature, quality, availability and pricing of the products and services available to us. For example, ASML Holding N.V. (ASML) is currently the sole supplier of EUV lithography tools that we are deploying in our Intel 4, Intel 3, Intel 18A and planned future leading-edge manufacturing process nodes. These tools are highly complex to develop and produce, and increasingly costly, and from time to time there are increases in lead times or delays in their development and availability, which could delay the development or ramp of our future process nodes.

As a further example, a limited number of third-party foundries offer leading-edge manufacturing processes, and these providers are geographically concentrated in Asia. Some of our most advanced current and future products are or will be either exclusively manufactured by TSMC or reliant upon critical components, including various compute die, manufactured by TSMC.

From time to time, we identify product defects, errata and other product issues, which can result from problems in our product design or our manufacturing and assembly and test processes. Components and products we purchase or license from third-party suppliers, or gain through acquisitions, can also contain defects. Product issues also sometimes result from the interaction between our products and third-party products and software. We face risks if products that we design, manufacture, or sell, or that include our technology, cause personal injury or property damage, even where the cause is unrelated to product defects or errata. These risks may increase as our products are introduced into new devices, market segments, technologies, or applications, including transportation, autonomous driving, healthcare, communications, financial services and other industrial, critical infrastructure and consumer uses.

Costs from defects, errata or other product issues could include:

▪writing off some or all of the value of inventory;

▪recalling products that have been shipped;

▪providing product replacements or modifications;

▪providing consideration to customers, including reimbursement for certain costs they incur;

▪defending against litigation and/or paying resulting damages;

▪paying fines imposed by regulatory agencies; and ▪reputational harm.

These costs could be large and may increase expenses and lower gross margin, and/or result in delay or loss of revenue. Mitigation techniques designed to address product issues, including software and firmware updates, are not always available on a timely basis—or at all—and do not always operate as intended or effectively resolve such issues for all applications. We and third parties, such as hardware and software vendors, make prioritization decisions about which product issues to address, which can delay, limit or prevent development or deployment of a mitigation and harm our reputation and result in costs. Product defects, errata or other product issues and/or mitigation techniques can result in product failures, adverse performance and power effects, reboots, system instability or unavailability, loss of functionality, data loss or corruption, unpredictable system behavior, decisions by customers and end users to limit or change the applications in which they use our products or product features and other issues.

For example, during 2024, some of our customers experienced instability issues when using Intel Core 13th and 14th Gen desktop processors, which required us to undertake an investigation and deploy corrective actions. This adversely impacted sales volume during 2024 and may result in higher warranty costs in the future.

Product issues can damage our reputation, negatively affect product demand, delay product releases or deployment, result in legal liability, or make our products less competitive, which could harm our business and financial results. Subsequent events or new information can develop that change our assessment of the impact of a product issue. In addition, our liability insurance coverage has certain exclusions or may not adequately cover liabilities incurred. Our insurance providers may be unable or unwilling to pay a claim, and losses not covered by insurance could be large, which could harm our financial condition.

We or third parties regularly identify security vulnerabilities with respect to our processors and other products, as well as the operating systems and workloads that run on them and the components that interact with them. Components and IP we purchase or license from third parties for use in our products, as well as industry-standard specifications we implement in our products, are also regularly subject to security vulnerabilities. Our processors and other products are being used in application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud or Internet of Things, and critical infrastructure and automotive applications.

The security vulnerabilities identified in our processors include a category known as side-channel vulnerabilities, such as the variants referred to as "Spectre" and "Meltdown." Additional categories and variants have been identified and are expected to continue to be identified. Security and manageability features in our products cannot make our products absolutely secure, and these features themselves are subject to vulnerabilities and attempts by third parties to identify additional vulnerabilities. We, our customers, and the users of our products do not always promptly learn of or have the ability to fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited.

Subsequent events or new information can develop that changes our assessment of the impact of a security vulnerability, including additional information learned as we develop and deploy mitigations or updates, become aware of additional variants, evaluate the competitiveness of existing and new products and address future warranty or other claims or customer satisfaction considerations, as well as developments in the course of any litigation or regulatory inquiries or actions over these matters.

Mitigation techniques designed to address security vulnerabilities in our products, including software and firmware updates or other preventative measures, are not always available on a timely basis—or at all—and at times do not operate as intended or effectively resolve vulnerabilities for all applications. In addition, we are often required to rely on third parties, including hardware, software and services vendors, as well as our customers and end users, to develop and/or deploy mitigation techniques, and the availability, effectiveness and performance impact of mitigation techniques can depend solely or in part on the actions of these third parties in determining whether, when, and how to develop and deploy mitigations. Export restrictions may impede our ability to provide updates or patches to customers in certain geographies or that appear on sanctions lists, potentially leaving systems unpatched and open to exploitation.

Further, sanctions lists may include third parties with whom we need to interact for coordinated vulnerability disclosure, which may impair our ability to receive information about vulnerabilities and to deliver mitigations for them. We and such third parties make prioritization decisions about which vulnerabilities to address, which can delay, limit or prevent development or deployment of a mitigation and harm our reputation. Security vulnerabilities and/or mitigation techniques can result in adverse performance or power effects, reboots, system instability or unavailability, loss of functionality, data loss or corruption, unpredictable system behavior, decisions by customers and end users to limit or change the applications in which they use our products or product features and/or the misappropriation of data by third parties.

Security vulnerabilities and any limitations or adverse effects of mitigation techniques can adversely affect our results of operations, financial condition, customer relationships, prospects and reputation in a number of ways, any of which may be material. For example, whether or not vulnerabilities involve attempted or successful exploits, they may result in our incurring significant costs related to developing and deploying updates and mitigations, writing down inventory value, defending against product claims and litigation, responding to regulatory inquiries or actions, paying damages, addressing customer satisfaction considerations, providing product replacements or modifications or taking other remedial steps with respect to third parties. Adverse publicity about security vulnerabilities or mitigations could damage our reputation with customers or users and reduce demand for our products and services.

These effects may be greater to the extent that competing products are not susceptible to the same vulnerabilities or if vulnerabilities can be more effectively mitigated in competing products. Moreover, third parties can release information regarding potential vulnerabilities of our products before mitigations are available, which, in turn, could lead to attempted or successful exploits, adversely affect our ability to introduce mitigations, or otherwise harm our business and reputation.

We face significant and persistent cybersecurity risks due to: the breadth and complexity of our global operations and systems; the technical sophistication, value, and widespread use of our systems, products and processes and their attractiveness to threat actors (including state-sponsored organizations) seeking to inflict harm on us or our customers, and supply chain risk through our use of third-party products, services and components. We also face additional risk with our foundry business where we expect to collect significant amounts of highly sensitive customer data, which may make us a target in an attempt to steal or corrupt such data. A cybersecurity incident, whether or not successful, could result in our incurring significant costs related to, for example, rebuilding our internal systems, writing down inventory value, implementing additional threat protection measures, providing modifications to our products and services, defending against litigation or enforcement proceedings, paying damages, providing customers with incentives to maintain a business relationship with us, or taking other remedial steps with respect to third parties, as well as incurring significant reputational harm.

We regularly face attempts by malicious attackers to, among other things: gain unauthorized access to our network or data centers or those of our suppliers, customers and partners; steal proprietary, personal or confidential information; sabotage or corrupt our systems or processes to design and manufacture hardware and associated software and services; interrupt operations; or demand ransom. Threats include malicious hackers, state-sponsored organizations, insider threats, including employees and third-party service providers and unauthorized physical facility access. In addition, service providers we use can experience breaches of their systems and products, or provide inadequate updates or support, which can impact the security of our systems and our proprietary or confidential information.

Cyber attack attempts are increasing in number, magnitude and technical sophistication, and if successful, may expose us and the affected parties to loss or misuse of proprietary or confidential information or disruptions to our supply chain or business operations, including our manufacturing operations, and could impact our financial results. We expect emerging technologies to contribute to the increasing sophistication of attacks and to lead to new threats. For example, threat actors are leveraging emerging AI technologies to develop new hacking tools and attack vectors, exploit vulnerabilities, obscure their activities and increase the difficulty of threat attribution. The proliferation of generative AI increases the risk of these technologies being used by threat actors to impersonate authorized individuals, which may make attacks even more difficult to detect and prevent. Moreover, the increased adoption of generative AI models within our internal systems, processes and tools may create new attack methods for threat actors.

We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to cybersecurity, data protection and privacy. Any failure or perceived failure by us to so comply, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal data, may result in our having to modify or cease certain operations or practices; the expenditure of substantial costs, time and other resources; legal proceedings or actions against us (including class action lawsuits); or governmental investigations or fines.

We cannot always protect our IP or enforce our IP rights. We regard our patents, copyrights, trade secrets and other IP rights as important to the success of our business. We rely on IP law—as well as confidentiality and licensing agreements with our customers, employees, technology development partners and others—to protect our IP and IP rights. Our ability to enforce these rights is subject to general litigation risks, as well as uncertainty as to the enforceability of our IP rights in various countries and other geopolitical factors. We are not always able to obtain protection for our IP or enforce or protect our IP rights. When we seek to enforce our rights, we may be subject to claims that our IP rights are invalid, not enforceable or licensed to an opposing party.

Our assertion of IP rights may result in another party seeking to assert claims against us, which could harm our business. From time to time, governments adopt regulations and governments or courts render decisions requiring compulsory licensing of IP rights, or governments require products to meet standards that favor local companies. Our inability to enforce our IP rights under any of these circumstances can harm our competitive position and business. In some cases, our IP rights can offer inadequate protection for our innovations. In addition, the theft or unauthorized use or publication of our trade secrets and other confidential business information could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in R&D, product development and marketing could be reduced.

Our licenses with other companies and participation in industry initiatives at times allow competitors to use some of our patent rights. Technology companies often bilaterally license patents between each other to settle disputes or as part of business agreements. Some of our competitors have in the past had, and may in the future have, licenses to some of our patents, and under current case law, some of the licenses can exhaust our patent rights as to licensed product sales under some circumstances. Our participation in industry standards organizations or with other industry initiatives at times requires us to offer to license our patents to companies that adopt industry-standard specifications.

Depending on the rules of the organization, government regulations, or court decisions, we sometimes have to grant licenses to some of our patents for little or no cost, and as a result, we may be unable to enforce certain patents against others, and the value of our IP rights may be impaired.

Third parties assert claims based on IP rights against us and our products, which could harm our business. We face claims based on IP rights from individuals, companies, investment litigation entities, other non-practicing entities, academic and research institutions and other parties. We have seen an increase in patent assertions and lawsuits initiated by well-funded non-practicing entities, including entities funded by third-party investment firms. These lawsuits can increase our cost of doing business, impact our reputation or relationship with customers and disrupt our operations if they succeed in blocking the trade of our products. The patent litigation environment has also become more challenging due to the emergence of venues adopting procedural and substantive rules that make them more favorable for patent asserters and courts in which injunctions are available for non-competitors.

For example, in February 2024, R2 Semiconductor, Inc., a non-practicing entity, was able to obtain an injunction and recall order against us and our customers in the Dusseldorf Regional Court in Germany that, if enforced, could have caused significant potential disruption to our and our customers’ businesses in Europe. In the past few years, we have faced costly and lengthy lawsuits across multiple jurisdictions selected by non-practicing entities with well-funded third-party investment support, including most notably the VLSI and R2 litigation, which have resulted in significant adverse judgments and settlements.

We are typically engaged in a number of disputes involving IP rights. Claims that our products, technologies or processes infringe the IP rights of others, regardless of their merits, cause us to incur large costs to respond to, defend and resolve the claims, and they divert the efforts and attention of our management and technical personnel from our business and operations. In addition, we may face claims based on the alleged theft or unauthorized use or disclosure of third-party trade secrets, confidential information or end-user data that we obtain in conducting our business. Any such incidents and claims could severely disrupt our business, and we could suffer losses, including the cost of product recalls and returns and reputational harm.

Furthermore, in many instances, we agree to indemnify customers for certain IP rights claims against them. IP rights claims against our customers could also limit demand for our products or disrupt our customers' businesses, which could in turn adversely affect our results of operations.

As a result of IP rights claims, we could:

▪pay monetary damages, payments to satisfy indemnification obligations, royalties, fines, penalties or provide accommodations to customers such as through cash payments or discounts;

▪stop manufacturing, using, selling, offering to sell or importing products or technology subject to claims;

▪need to develop other products or technology not subject to claims, which could be time-consuming or costly; or ▪enter into settlement or license agreements, which may not be available on commercially reasonable terms and may be costly.

These IP rights claims could harm our competitive position, result in expenses, or require us to impair our assets. If we alter or stop production of affected items, our revenue could be harmed.

We rely on access to third-party IP, which may not be available to us on commercially reasonable terms, if at all. Many of our products are designed to include third-party technology or implement industry standards, which may require licenses from third parties. In addition, from time to time, third parties notify us that they believe we are using their IP. There is no assurance that any necessary licenses or our existing licenses to such third-party IP can be obtained or are available on commercially reasonable terms or at all. Failure to obtain the right to use third-party technology, or to license IP on commercially reasonable terms, could preclude us from selling certain products or otherwise have a material adverse impact on our financial condition and operating results.

To the extent our products include software that contains or is derived from open-source software, we may be required to make the software's source code publicly available and/or license the software under open-source licensing terms.

We are subject to risks associated with litigation and regulatory matters. From time to time, we face legal claims or regulatory matters involving stockholder, consumer, competition, commercial, IP, labor and employment, compliance and other issues. As described in "Note 19: Commitments and Contingencies" within Notes to Consolidated Financial Statements, we are engaged in a number of litigation and regulatory matters. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings, excessive verdicts, or other events have occurred and could occur again, including monetary damages, fines, penalties or injunctions stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents.

An unfavorable outcome can result in a material adverse impact on our business, financial condition and results of operations. Regardless of the outcome, litigation and regulatory proceedings can be costly, time-consuming, disruptive to our operations, harmful to our reputation and distracting to management.

We believe that hiring and retaining qualified executives, scientists, engineers, technical talent, sales representatives and other professionals is critical to our business. The competition for highly skilled employees in our industry is intense, with the demand often exceeding supply. Competitors for technical talent often seek to hire our employees, and the availability of flexible, hybrid or work-from-home arrangements has both intensified and expanded competition. In addition, changes in immigration policies may further limit the pool of available talent and impair our ability to recruit and hire technical and professional talent. Further, we have undertaken substantial headcount reductions in 2025, 2024 and 2022 and may be required to make additional reductions in the future.

Such factors and developments have in the past and may in the future be disruptive, adversely impact employee morale, compromise our ability to deliver on our strategy and workforce goals (including as a result of the loss of historical, technical or other expertise) and impact our ability to recruit. To help attract, retain and motivate qualified employees, we use share-based awards, such as RSUs, and performance-based cash incentive awards. Sustained declines in our stock price or lower stock price performance relative to our competitors in recent years have reduced the retention value of our share-based awards, which has impacted the competitiveness of our compensation. To the extent our compensation programs and workplace culture are not viewed as competitive, or changes in our workforce and related restructuring, reduction-in-force, or other initiatives are not viewed favorably, our ability to attract, retain and motivate employees can be weakened, which could harm our results of operations.

Changes in our management team, especially those that are unplanned and occur abruptly, can also disrupt our business and adversely affect our results of operations given the long development cycle for semiconductor process technologies and products and the large capital investments over a long time period required for semiconductor manufacturing operations. We have had a number of changes in our senior leadership team in recent years, including CEO transitions in 2025, 2024, 2021 and 2019 and numerous changes in other senior management positions, a number of which were unplanned. To the extent we do not effectively hire, onboard, retain and motivate key employees and leadership, our business may be harmed.

We routinely evaluate opportunities and enter into agreements for possible acquisitions, divestitures and other strategic transactions. These transactions involve numerous risks, including:

▪failure of the transaction to advance our business strategy and failure of its anticipated benefits to materialize;

▪disruption of our ongoing operations and diversion of our management's attention;

▪our inability to retain key personnel of acquired or majority-owned businesses or our difficulty in integrating or separating employees, business systems and technology or otherwise operating the acquired or majority-owned business, including in areas such as AI where there is a high demand for talent;

▪our failure to realize a satisfactory return on our investment, potentially resulting in an impairment of goodwill and other assets, such as the $2.8 billion charge we recorded in the third quarter of 2024 primarily related to Mobileye goodwill;

▪controls, processes and procedures of acquired or majority-owned businesses that do not adequately ensure compliance with laws and regulations and create complexity and inconsistency in application of controls, processes and procedures and our failure to identify and/or address compliance issues, including accounting or tax errors or liabilities;

▪our failure to identify, or our underestimation of, commitments, liabilities, accounting, tax and other risks associated with acquired businesses or assets, majority-owned businesses or novel transactions; and ▪the potential for our transactions to result in dilutive issuances of our equity securities or significant additional debt.

Any of these risks could have a material adverse effect on our business, results of operations, financial condition, or cash flows, particularly in the case of a large acquisition, divestiture or partial divestiture, or several concurrent strategic transactions. Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we at times need to forgo the prospect of entering into other transactions or otherwise investing our resources in a manner that could help us achieve our financial or strategic objectives.

We face risks related to sales through distributors and other third parties. We sell a significant portion of our products through third parties, such as distributors, value-added resellers and channel partners (collectively referred to as distributors), as well as OEMs and ODMs. We depend on many distributors to help us create end-customer demand, provide technical support and other value-added services to customers, fill customer orders and stock our products. At times, we rely on one or more key distributors for a product, and a material change in our relationship with one or more of these distributors or their failure to perform as expected could reduce our revenue. Our ability to add or replace distributors for some of our products is limited.

In addition, our distributors' expertise in the determination and stocking of acceptable inventory levels for some of our products is not always easily transferable to a new distributor; as a result, end customers may be hesitant to accept the addition or replacement of a distributor. Using third parties for distribution exposes us to many risks, including competitive pressure and concentration, credit and compliance risks. Distributors and other third parties often sell products that compete with our products, and we sometimes need to provide financial and other incentives to focus them on the sale of our products. From time to time, they may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results.

Further, any violations of the Foreign Corrupt Practices Act or similar laws by distributors or other third-party intermediaries could have a material impact on our business, including subjecting us to litigation or regulatory risk. In addition, to the extent we are not able to keep our products away from the “gray market,” demand and pricing dynamics can become distorted in our distribution channel and certain geographies, adversely affecting our revenue. Failure to manage risks related to our use of distributors and other third parties may reduce sales, increase expenses and weaken our competitive position.

We receive a significant portion of our revenue from a limited number of customers. Collectively, our three largest customers accounted for 43% of our net revenue in 2025, 45% of our net revenue in 2024 and 40% of our net revenue in 2023. We expect a small number of customers will continue to account for a significant portion of our revenue in the foreseeable future. The loss of key customers, a substantial reduction in sales to them, or changes in the timing of their orders can lead to a reduction in our revenue, increase the volatility of our results and harm our results of operations and financial condition.

Industry trends, such as the increase in AI workloads and shift of data center workloads to the public cloud, have increased the significance and purchasing power of certain customers, particularly hyperscalers, in some of our data center-focused businesses. Our competitive position can be eroded, as it has been in the last few years, to the extent we are not effective in addressing the particular needs of these customers in this rapidly evolving and increasingly competitive environment.

We have incurred significant debt obligations that could adversely affect our business and financial condition, including our ability to fully implement our strategy. As of December 27, 2025, we had $47.2 billion in aggregate principal amount of senior unsecured notes and other borrowings outstanding. In addition, we have a commercial paper program of up to $10.0 billion and credit facilities to backstop these programs and otherwise provide access to committed capital of up to $12.0 billion. As we continue to pursue our strategy, we may incur additional indebtedness, refinance our existing debt and issue additional notes or other debt securities in the future at a variety of interest rates, maturities and terms.

The semiconductor industry is a cyclical business and our revenue, cash flows and outlook often fluctuate in accordance with this cycle, as well as prevailing macroeconomic and geopolitical conditions, our business strategy, and other risks described in these risk factors. These fluctuations, together with our debt level and related debt service obligations, could have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions and increasing the risk of a future downgrade in our credit ratings that can impact the value of our outstanding debt and increase our borrowing costs. During 2025 and in prior years, we suffered multiple credit rating downgrades that adversely impacted our borrowing costs and access to capital, and we may continue to suffer additional such downgrades if our business and financial results do not measurably improve.

We may also be required to raise additional financing for working capital, capital expenditures, debt service obligations, debt refinancing, future acquisitions, or other general corporate purposes, which will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. Consequently, we may not be able to obtain additional financing or refinancing on terms acceptable to us, or at all, which could adversely impact our ability to finance our business strategy and service and repay outstanding indebtedness as it becomes due, all of which could adversely impact our business, financial condition and the cost of borrowing.

We are subject to complex and evolving laws and regulations worldwide that differ among jurisdictions and affect our operations in areas including, but not limited to: IP ownership and infringement; tax; import and export requirements; anti-corruption; foreign exchange controls and cash repatriation restrictions; data privacy and localization requirements; competition; advertising; employment and labor; product regulations; environment, health and safety requirements; and consumer laws. Compliance with such requirements can be onerous and expensive and may otherwise impact our business operations negatively. Expanding privacy legislation and compliance costs of privacy-related and data-protection measures could adversely affect our customers and their products and services, particularly in cloud, Internet of Things and AI applications, which could in turn reduce demand for our products used for those workloads.

Our policies, controls and procedures designed to help provide for compliance with applicable laws cannot provide assurance that our employees, contractors, suppliers or agents will not violate such laws or our policies. Violations of these laws and regulations can result in fines; criminal sanctions against us, our officers or our employees; prohibitions on the conduct of our business; and damage to our reputation.

Our operations and business, and those of our customers and suppliers, can be disrupted by: severe weather events and natural disasters; industrial accidents; public health issues and global pandemics such as COVID-19; cybersecurity incidents; interruptions of service from utilities, transportation restrictions or disruptions, telecommunications or IT systems providers; manufacturing equipment failures; geopolitical conflict; terrorism; or other catastrophic events. For example, we have at times experienced disruptions in our manufacturing processes as a result of power outages, improperly functioning equipment and disruptions in supply of raw materials or components, including cybersecurity incidents affecting our suppliers. Our headquarters and many of our operations and facilities are in locations that are prone to earthquakes and other natural disasters.

Global climate change can result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise and flooding, and could disrupt the availability of water necessary for the operation of our fabrication facilities, including our facilities located in water-sensitive regions such as Arizona and Israel.

We are exposed to adverse as well as beneficial movements in currency exchange rates. Although most of our sales occur in U.S. dollars, operating expenses and capital expenditures may be paid in local currencies. An increase in the value of the dollar can increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar can increase the cost of expenses such as payroll, utilities, tax and marketing expenses, as well as non-U.S. dollar capital expenditures. We also conduct certain investing and financing activities in local currencies. Our hedging programs may not be effective to offset any, or more than a portion, of the adverse impact of currency exchange rate movements; therefore, changes in exchange rates can harm our results of operations and financial condition.

A number of factors can impact our future effective tax rate or cash payments, which could cause significant variability in our financial results, including:

▪changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates;

▪changes in our business or legal entity operating model;

▪the resolution of issues arising from tax audits, including payment of interest and penalties;

▪changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;

▪adjustments to estimated taxes upon finalization of tax returns;

▪increases in expenses not deductible for tax purposes, including impairments of goodwill;

▪changes in available tax credits, including non-U.S. tax credits, R&D credits and refundable tax credits;

▪expirations or changes in our ability to secure new tax holidays and incentives;

▪changes in U.S. federal, state or foreign tax laws or their interpretation, including the global implementation of a minimum tax under Pillar Two of the OECD BEPS initiative;

▪changes in U.S. GAAP and non-U.S. IFRS; and ▪our decision to repatriate non-U.S. earnings for which we have not previously provided for incremental taxes, including any local country withholding taxes incurred upon repatriation.

The design, manufacturing, assembly and test of our products require the use and purchase of materials and chemicals that are subject to a broad array of environmental, health and safety laws and regulations. Our operations and those of our suppliers are further governed by laws and regulations governing the use, transportation, emissions, discharge, storage, recycling or disposal of hazardous materials, prohibiting the use of forced labor (e.g., mining conflict minerals), and placing restrictions on other materials, as well as laws or regulations governing the operation of our facilities, sale and distribution of our products and use of our real property. The scope and interpretation of such laws and regulations, including the materials they govern, are complex and continue to evolve.

The procedures and processes in place under our compliance program may become onerous or increasingly expensive to maintain and cannot guarantee compliance by employees or third parties to whom such laws apply. The amendment or expansion of these laws or regulations, as well as the failure or inability of us or our suppliers to comply with them (including as a result of acquired entities), can result in regulatory penalties, fines and legal liabilities; increased costs; additional remediation obligations; suspension of production; alteration, suspension or termination of our manufacturing and assembly and test processes, including due to an inability to find, afford or attain adequate substitute materials, equipment or processes; damage to our reputation; and restrictions on our operations or sales.

For example, environmental regulations, including with respect to the materials and processes we are permitted to use and as to air quality and wastewater requirements, may impede our ability to manufacture products or expand or modify our manufacturing capability in the future. Environmental laws and regulations sometimes require us to acquire additional pollution abatement or remediation equipment, modify product designs, cease the use of a particular material or process, remove or remediate hazardous substances or incur other expenses or liabilities. Semiconductor manufacturing uses perfluorocarbons, which have historically made up a large portion of our direct greenhouse gas emissions. New or increased regulations limiting the use of such compounds, or other greenhouse gas emissions, could require us to install additional abatement equipment, purchase carbon offsets and/or alter, where feasible, our production processes and sources.

New or more stringent climate change regulations could increase our manufacturing costs associated with meeting air pollution requirements and our energy costs, for example as a result of carbon pricing impacts on electrical utilities. In addition, regulations in response to human health concerns may also limit or prohibit the use of a class of chemicals known as per- and polyfluoroalkyl substances (PFAS), which are found in parts, components, process chemicals and other materials used in semiconductor manufacturing. Such chemicals are critical to the manufacturing and functioning of many semiconductor products and there are limited technically and commercially feasible alternatives. As we expand our manufacturing capacity, the impacts of future laws and regulation could be magnified.

Many new materials that we are evaluating for use in our operations are also subject to regulation under environmental laws. These restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter manufacturing and assembly and test processes.

Other Key Information Information About Our Executive Officers Name Current Title Age Experience Lip-Bu Tan Lip-Bu Tan has been our Chief Executive Officer since March 2025 and serves on the company’s Board of Directors. Mr. Tan previously served as Chief Executive Officer of Cadence Design Systems, a computational software company, from 2009 to December 2021, and as Executive Board Chair at Cadence from December 2021 to May 2023. Mr. Tan was previously a director of Intel from September 2022 until August 2024. Mr. Tan is the chairman of Walden International, an international venture capital firm he founded in 1987, and the founding managing partner of two other funds, Celesta Capital and Walden Catalyst Ventures.

He is on the board of directors of Schneider Electric SE, a digital automation and energy management company. Mr. Tan holds a Bachelor of Science in Physics from Nanyang Technological University in Singapore, a Master of Science in Nuclear Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the University of San Francisco.

Chief Executive Officer Nagasubramaniyan Chandrasekaran Naga Chandrasekaran has been our Executive Vice President, Chief Technology and Operations Officer, and General Manager of Intel Foundry since September 2025. Mr. Chandrasekaran oversees technology development, manufacturing, customer engagement, and ecosystem operations for silicon, packaging, and test technologies. Before that he served as our Chief Technology and Operations Officer and Executive Vice President of Intel’s Foundry Technology and Manufacturing after originally joining Intel in August 2024 as the Executive Vice President of Foundry Manufacturing & Supply Chain. Prior to joining Intel, he worked at Micron Technology, Inc., a semiconductor manufacturing company, for 23 years, from October 2008 to August 2024, where he held several senior leadership positions, most recently as the Senior Vice President of Technology Development.

He earned a Bachelor’s Engineering Degree in Mechanical Engineering from the University of Madras; a Master of Science Degree and a Doctorate in Mechanical Engineering from Oklahoma State University; a Master’s of Information and Data Science from the University of California, Berkeley; and dual executive Master of Business Administration degrees from the University of California, Los Angeles, and the National University of Singapore. Mr. Chandrasekaran is a member of the Board of Directors of Mobileye Global, Inc.

Executive Vice President and Chief Technology and Operations Officer, General Manager of Intel Foundry April Miller Boise Ms. Miller Boise has been our Executive Vice President and Chief Legal Officer since July 2022 and Corporate Secretary since August 2022. Ms. Miller Boise leads the corporate affairs, policy, integrity, trade and legal functions, is a member of Intel's Executive Team, and is a key strategic partner to Intel's Board of Directors. Prior to joining Intel, Ms. Miller Boise was Executive Vice President and Chief Legal Officer at Eaton Corp., an intelligent power management company, from January 2020 to July 2022. Before joining Eaton in 2020, she was Senior Vice President, Chief Legal Officer, and Corporate Secretary at Meritor Inc., a manufacturer of powertrain solutions for commercial vehicles, later acquired by Cummins Inc.

Ms. Miller Boise has more than 30 years of experience and has served in executive leadership roles at companies in various industries including semiconductors, aerospace, power management, automotive, climate control, financial services, and oil and gas. She serves on the Board of Directors of Trane Technologies, plc. Ms. Miller Boise holds a Juris Doctor from the University of Chicago Law School and a Bachelor of Business Administration from the University of Michigan.

Executive Vice President and Chief Legal Officer David Zinsner David Zinsner has been our Executive Vice President and Chief Financial Officer (CFO) since January 2022. In this capacity, Mr. Zinsner leads Intel’s global finance organization, overseeing finance, accounting and reporting, tax, treasury, internal audit, and investor relations. His responsibilities also encompass Real Estate and Workplace Services and Corporate Development. Mr. Zinsner was previously executive vice president and CFO at Micron Technology, Inc., where he served on the executive leadership team and directed the global finance organization from 2018 to 2022. With three decades of financial and operational experience in semiconductors, manufacturing, and the technology industry, Mr. Zinsner has held several senior leadership roles.

His prior positions include president and chief operating officer of Affirmed Networks, senior vice president of finance and CFO at Analog Devices, and senior vice president and CFO at Intersil Corporation. In addition to his work with Intel, Mr. Zinsner serves on the boards of Albertsons Companies Inc., Mobileye Global Inc., and Altera Corporation. Previously, he served on the board of Credo Semiconductor for over five years, including the company’s initial public offering. Mr. Zinsner holds a Master of Business Administration in Finance and Accounting from Vanderbilt University, as well as a Bachelor of Science in Industrial Management from Carnegie Mellon University.

Executive Vice President and Chief Financial Officer Other Key Information Market for Our Common Stock The principal U.S. market on which our common stock (symbol INTC) is traded is the Nasdaq Global Select Market.

As of January 16, 2026, there were approximately 87,000 registered holders of record of our common stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.