| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTEL CORP [ INTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 03/18/2025 | A | 631,796 | (2) | (2) | Common Stock | 631,796 | (1) | 631,796 | D | ||||
| Performance Stock Units | (3) | 03/18/2025 | A | 745,870 | (4) | (4) | Common Stock | 745,870 | (3) | 745,870 | D | ||||
| Employee Stock Option (Right to Buy) | $25.9 | 03/18/2025 | A | 1,029,579 | (5) | 03/18/2032 | Common Stock | 1,029,579 | $0 | 1,029,579 | D | ||||
| Employee Stock Option (Right to Buy) | $25.9 | 03/18/2025 | A | 1,792,938 | (6) | 03/18/2035 | Common Stock | 1,792,938 | $0 | 1,792,938 | D | ||||
| Explanation of Responses: |
| 1. Each performance stock unit (PSU) represents the right to receive, following vesting, up to 200% of one share of Intel common stock. The number of shares of Intel common stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Talent and Compensation Committee, over a three-year performance period beginning with the first day of the fiscal year of the grant date and ending on the last day of the fiscal year of the second anniversary of the grant date. |
| 2. Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of Intel common stock on January 31, 2028, unless that date falls on a non-business date, in which case the next business date shall apply. |
| 3. Each performance stock unit (PSU) represents the contingent right to receive, following vesting, up to 300% of one share of Intel common stock. |
| 4. Unless earlier forfeited under the terms of the PSU, the PSU vests and converts into no more than 300% of one share of Intel common stock beginning on the third anniversary of the grant date, with 50% vesting on the third anniversary of the grant date and 25% on each of the fourth and fifth anniversaries of the grant date unless any such date falls on a non-business date, in which case the next business date shall apply. The number of shares of Intel common stock acquired upon vesting of the PSUs is contingent upon the achievement of a pre-established performance metric, as approved by the Company's Talent and Compensation Committee, over a three-year performance period, as further described in the Offer Letter between Intel and the reporting person dated March 10, 2025 (Offer Letter), Exhibit 10.1 to Intel's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2025. |
| 5. Unless earlier forfeited under the terms of the option, the option vests in three equal annual installments beginning on the first anniversary of the grant date. |
| 6. Unless earlier forfeited under the terms of the option, the option vests in five annual installments beginning on the first anniversary of the grant date, with an aggregate payout opportunity of +/-50% on the total award. The option will vest at target on the first and second anniversaries of the grant date and vesting in the third, fourth and fifth anniversaries of the grant date will be determined based on achievement of a pre-established performance metric, as approved by the Talent and Compensation Committee, as further described in the Offer Letter. |
| /s/ Julie Kwok, attorney-in-fact | 03/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||