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Earnings (Loss) Per Share and Stockholders' Equity | 9 Months Ended
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Sep. 27, 2025
Earnings Per Share [Abstract] |
Earnings (Loss) Per Share and Stockholders' Equity |
Note 4 : | Earnings (Loss) Per Share and Stockholders' Equity
We computed basic earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period, if applicable.
|  | Three Months Ended |  | Nine Months Ended
(In Millions, Except Per Share Amounts) |  | Sep 27, 2025 |  | Sep 28, 2024 |  | Sep 27, 2025 |  | Sep 28, 2024
Net income (loss) |  | $ | 4,270 |  |  | $ | (16,989) |  |  | $ | 359 |  |  | $ | (19,080) |
Less: net income (loss) attributable to non-controlling interests |  | 207 |  |  | (350) |  |  | 35 |  |  | (450) |
Net income (loss) attributable to Intel |  | $ | 4,063 |  |  | $ | (16,639) |  |  | $ | 324 |  |  | $ | (18,630) |
Weighted average shares of common stock outstanding—basic 1 |  | 4,514 |  |  | 4,292 |  |  | 4,424 |  |  | 4,267 |
Dilutive effect of employee equity incentive plans and stock issuances |  | 17 |  |  | — |  |  | 10 |  |  | — |
Weighted average shares of common stock outstanding—diluted |  | 4,531 |  |  | 4,292 |  |  | 4,434 |  |  | 4,267 |
Earnings (loss) per share attributable to Intel—basic |  | $ | 0.90 |  |  | $ | (3.88) |  |  | $ | 0.07 |  |  | $ | (4.37) |
Earnings (loss) per share attributable to Intel—diluted 2 |  | $ | 0.90 |  |  | $ | (3.88) |  |  | $ | 0.07 |  |  | $ | (4.37) |
1 For the three and nine months ended September 27, 2025, we have included the weighted average impacts of Escrowed Shares that are not contingently issuable. Refer to additional discussion under the Warrant and Common Stock Agreement with the U.S. government section below. 2 For the three and nine months ended September 27, 2025, earnings (loss) per share attributable to Intel-diluted has been calculated by adjusting net income (loss) attributable to Intel for the loss of $2 million related to the mark-to-market of that portion of the derivative liability that is attributable to 342 thousand contingent Escrowed Shares that were included in the weighted average shares of common stock outstanding-diluted during the period. Potentially dilutive shares of common stock from employee equity incentive plans and stock issuances are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the stock purchase plan. The dilutive impact from the assumed issuance of common stock associated with a contractual transaction to issue shares of common stock that settled in the three and nine months ended September 27, 2025 is determined from the date of the agreement or the beginning of the period (whichever is later) to the date the transaction closes by applying the treasury stock method firstly by calculating the weighted average shares for that period and secondly by reducing weighted average shares by the hypothetical buyback of shares calculated by dividing the total proceeds received by the average market price of Intel stock for the period. The potentially dilutive impact from the assumed issuance of the Escrowed Shares is determined by applying the if-converted method to the weighted average shares from the equity agreement date or the beginning of the period (whichever is later) to the date we received proceeds from Secure Enclave (defined below), as applicable to each period in which Secure Enclave proceeds are received. The potentially dilutive impact from the assumed issuance of common stock associated with a contractual conversion feature is determined by applying the if-converted method to the assumed exercise of the outstanding conversion feature. In the three and nine months ended September 27, 2025 and September 28, 2024, securities that would have been anti-dilutive were insignificant. Sales of Common Stock Private Placement Share Sale to SoftBank Group On August 18, 2025, we entered into an agreement to issue and sell 87 million shares of our common stock to SoftBank Group at $23.00 per share, representing an aggregate cash purchase price of $2.0 billion. The transaction closed on September 26, 2025. U.S. Government Agreements On August 22, 2025, we entered into a Warrant and Common Stock Agreement (U.S. Government Agreement) with the U.S. Department of Commerce (DOC). Pursuant to the terms of the U.S. Government Agreement, the Federal Government of the United States of America (U.S. government) agreed to make disbursements to us consisting of (1) the acceleration of certain disbursements under an amendment to our November 2024 Direct Funding Agreement (DFA) under the CHIPs and Science Act of 2022 (CHIPs Act) with the DOC in the amount of $5.7 billion and (2) $3.2 billion of disbursements in respect of our existing agreement with the U.S. government under the CHIPs Act Secure Enclave program (Secure Enclave) to be made as we perform on our commitments pursuant to the terms and conditions of Secure Enclave. As compensation to the U.S. government for, and as a condition to the DOC's willingness to permit, the disbursements, the company agreed to issue to the DOC: (i) up to 433 million shares of our common stock, of which 275 million would be issued on the closing date (Common Stock Issuance) and 159 million would be issued into escrow to be released as disbursements are received by us under Secure Enclave (Escrowed Shares); and (ii) warrants exercisable to purchase up to 241 million shares of our common stock at $20.00 per share (Warrants) if we were to cease to directly or indirectly own at least 51% of our foundry business (Warrant Condition). The DOC also agreed that to the maximum extent permissible under applicable law, our obligations pursuant to the DFA would be considered discharged, other than with respect to Secure Enclave. The U.S. government agreed to make the disbursements in respect of, and on the terms and conditions of, Secure Enclave and agreed to work with us to make appropriate amendments and modifications to the DFA to release us from certain of its obligations. On August 27, 2025, the closing of the transactions contemplated by the U.S. Government Agreement occurred. On such date: ▪we and the DOC entered into an amendment to the DFA that, among other things, removed the prior project milestone requirements and certain other conditions to disbursements under the DFA; ▪we received from the DOC the $5.7 billion of remaining potential disbursements under the DFA; ▪we issued to the DOC the 275 million share Common Stock Issuance; ▪we issued to the DOC the Warrants to purchase up to 241 million shares of our common stock, subject to anti-dilution adjustments for dividends, distributions, subdivisions, combinations or reclassifications; and ▪we issued into escrow the 159 million Escrowed Shares for the benefit of the DOC to be released as the company performs, invoices and receives disbursements from the U.S. government under Secure Enclave. The Escrowed Shares will be released from escrow as and when Secure Enclave disbursements are received by us for our performance under Secure Enclave, with the number of Escrowed Shares to be issued with respect to each Secure Enclave disbursement being determined based on $20.00 per share. To the extent any Escrowed Shares have not been released from escrow at the end of the period during which we are eligible for Secure Enclave disbursements, half of any remaining Escrowed Shares will be released from escrow to the DOC at such time with no additional consideration payable to us, with the other half of the remaining Escrowed Shares automatically forfeited and cancelled. During the three months ended September 27, 2025, we released 684 thousand Escrowed Shares pertaining to disbursement received under Secure Enclave. We accounted for the $5.7 billion of accelerated disbursements under the amended DFA as being attributable to our issuance of three freestanding instruments: the 275 million share Common Stock Issuance, the 159 million Escrowed Shares, and the Warrants to purchase 241 million shares. We have concluded that the Common Stock Issuance and the issuance of the Warrants should be classified within permanent equity. We classified the Escrowed Shares as a derivative liability, which was recorded at fair value at inception with subsequent changes in fair value recorded through interest and other, net within our Consolidated Condensed Statements of Operations until settlement. Accordingly, we have allocated the $5.7 billion in cash proceeds received at the closing date to the Escrowed Shares at fair value of $3.9 billion, with the remaining proceeds allocated to the Common Stock Issuance and Warrants of $1.6 billion and $110 million, respectively, based on their relative fair values. During the three months ended September 27, 2025, we recognized $1.7 billion related to the net change in fair value of the Escrowed Shares as of the settlement date for Escrowed Shares that were released during the period and as of the reporting date for Escrowed Shares that were not released. At September 27, 2025, the fair value of the Escrowed Shares was $5.6 billion, which we have recognized within other accrued liabilities and other long-term liabilities. The $2.3 billion previously received under the DFA and Secure Enclave programs prior to the August 22, 2025 U.S. Government Agreement date remained subject to our government grant accounting policy. See “Note 5: Other Financial Statement Details” within Notes to Consolidated Condensed Financial Statements for further discussion. In the three and nine months ended September 27, 2025, we released 684 thousand Escrowed Shares upon our receipt of certain of the cash proceeds for our performance under Secure Enclave. The remaining 79 million Escrowed Shares that were not contingently issuable based on the terms of the U.S. Government Agreement have been included in our computation of basic earnings per share for the three and nine months ended September 27, 2025. The remaining 79 million Escrowed Shares are considered contingently issuable based on the DOC's disbursements under Secure Enclave and therefore will be excluded from basic and diluted earnings per share until the contingencies are met. Potentially dilutive shares issuable under the Warrant have been excluded from all basic and diluted earnings per share calculations for the three and nine months ended September 27, 2025 as the Warrants are neither currently nor expected to become exercisable. Private Placement Share Sale to NVIDIA On September 15, 2025, we entered into an agreement to issue and sell 215 million shares of our common stock to NVIDIA at a price of $23.28 per share, representing an aggregate cash purchase price of $5.0 billion. The closing of the issuance and sale, which represents a standalone transaction, remains subject to customary closing conditions.

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