INTCIntel
Deals between INTC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-23 reports that the one filed 2025-03-27 did not, quoted as filed.
New this year
7 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-27.
Related Party Transactions“Lip-Bu Tan, our CEO and a member of the Board, is also the founder and Chairman of Walden International, an international venture capital fund (together with its affiliates and other entities affiliated with Mr. Tan, Walden). For more than three decades, Walden has been investing in privately held companies, including investments across a broad set of companies in the semiconductor, technology and AI fields. Intel Capital, our corporate venture capital business unit, also invests in privately held companies in the semiconductor, technology and AI fields, and from time to time may invest in companies where Walden has previously invested or is contemporaneously investing. In addition, Intel may from time to time engage in transactions with companies in which Walden has invested. The following such transactions are disclosable pursuant to Item 404(a) of Regulation S-K:”
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Related Party Transactions“Advanced packaging substrate solution provider (Company A) - In April 2025, Intel Capital and Walden each invested $3 million in a 6.0% convertible bridge note issued by Company A. Intel Capital and Walden had previously invested in equity financings of Company A, giving them a 17.4% and 12.0% ownership interest, respectively, before the April 2025 note acquisition.”
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Related Party Transactions“In March 2026, Intel Capital invested $5 million and Walden invested $8 million in a Series D preferred stock financing by Company A and converted their April 2025 notes (plus accrued interest) into additional shares of Series D preferred stock, following which they held a 10.0% and 9.6%, respectively, ownership interest.”
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Related Party Transactions“Power management integrated circuits company (Company B) - In January 2026, Intel Capital invested $3.4 million in a Series A preferred stock financing by Company B, following which it held a 4.6% ownership interest. Before the Series A financing, Walden, together with Lambda Ventures Fund, a venture capital fund affiliated with Mr. Tan, held a 12.3% ownership interest in Company B as a result of investments in prior financing rounds. Mr. Tan’s son, Andrew Tan, is a member of the board of directors of Company B. In December 2025, Walden and Lambda together invested a total of $2.2 million in the Series A financing. Following Intel Capital’s January 2026 investment, Walden and Lambda together held an 11.8% ownership interest in Company B.”
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Related Party Transactions“AI technology company (Company C) - In January 2026, Intel Capital invested $2.3 million and Walden invested $2 million in a Series B preferred stock financing by Company C. Intel Capital, Walden and Factory HQ Fund, a venture capital fund affiliated with Mr. Tan, had previously invested in equity financings of Company C. Intel Capital held a 14.9% ownership interest before and a 13.7% ownership interest after the Series B financing. Walden and Factory collectively held a 16.9% ownership interest before and a 15.2% ownership interest after the Series B financing.”
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Related Party Transactions“AI infrastructure company (Company D) - In October 2025, Intel Capital invested $10 million in a SAFE (Simple Agreement for Future Equity) financing by Company D, a company in which it had invested in previous financing rounds. Intel Capital converted the SAFE, and invested an additional $35 million, in a Series E preferred stock financing in February 2026 and received shares of Series E preferred stock. Intel Capital held a 6.8% ownership interest before and an 8.2% ownership interest after the Series E preferred stock financing. Mr. Tan has served as the Chairman of Company D’s board of directors since November 2017. In October 2025, Walden affiliates Factory and A&E Investments LLC, a venture capital fund, also collectively invested $10 million in the SAFE financing, which was converted into Series E preferred stock in February 2026. A&E Investments also invested a further $5 million in the Series E financing. Walden, Celesta Capital, an international venture capital fund where Mr. Tan is Founding Managing Partner, Factory and A&E Investments collectively held a 10.9% ownership interest before and a 9.8% ownership interest after the Series E preferred stock financing.”
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Related Party Transactions“Intel Capital expects to invest a further $15 million in the Series E financing, subject to the receipt of required regulatory approvals. Assuming such investment is made and Company D raises the remainder of its planned financing, Intel Capital would have a 9.0% ownership interest in Company D and Walden, Celesta Capital, Factory and A&E Investments would collectively have a 9.8% ownership interest.”
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New wording of the review policy 1 paragraph without an amount or a name
Related Party Transactions“Since the start of fiscal 2025, we have engaged in related party transactions as set out below that are required to be disclosed. The Audit Committee reviewed and approved each of these transactions.”
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The whole section 18 paragraphs, proxy filed 2026-03-23
Independence“Of the 11 director nominees, 10 have been determined by the Board to qualify as an “independent director” under Nasdaq rules, which require that, in the opinion of the Board, such person not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Lip-Bu Tan is not deemed to be independent under Nasdaq rules due to his service as our CEO. Our director not standing for re-election at the Annual Meeting, Mr. Yeary, was deemed to be independent under Nasdaq rules. There are no family relationships among any of our directors or executive officers.”
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Independence“In making determinations regarding director independence, the Board, with the assistance of the Governance Committee, reviewed and discussed additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Intel and Intel’s management and considered transactions that occurred since the beginning of 2023 between Intel and entities associated with the directors or members of their immediate families. Such transactions were ordinary course supplier or customer business dealings or charitable contributions, in each case not exceeding the greater of $200,000 or 1% of each of Intel’s and the recipient’s annual revenue, respectively, in each of the past three years. The Board considered the transactions in the context of the Nasdaq objective standards and the special standards established by the SEC and Nasdaq for members of audit and compensation committees. The Board determined that, based on the nature of the directors’ relationships with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, impair the directors’ independence.”
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Independence“For a description of stockholder derivative lawsuits involving certain current and former Intel executives and directors, refer to Note 19: Commitments and Contingencies in the financial statements in our 2025 Annual Report on Form 10-K.”
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Related Party Transactions Policy“The Audit Committee is responsible for the review, approval or ratification of related party transactions involving Intel or its subsidiaries and related persons (i.e., a director, executive officer or director nominee since the beginning of the previous fiscal year, or a beneficial owner of greater than 5% of Intel at the time of the applicable transaction, and their immediate family members). Intel has written policies and procedures applicable to any transaction or series of transactions in which the company or a subsidiary participates, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. Intel personnel in the legal and finance departments review transactions involving related persons that are not in one of the pre-cleared transaction categories (see below). If a related person could have a significant interest in such a transaction, the Audit Committee reviews and makes a determination as to whether the related person has a material interest in the transaction, and may approve, ratify, rescind or take other actions in its discretion. The Audit Committee reviews all material facts and may consider whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the availability of other sources of comparable products or services.”
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Pre-Cleared Transaction Categories“The Audit Committee has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following:”
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Pre-Cleared Transaction Categories“Any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue;”
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Pre-Cleared Transaction Categories“Any charitable contribution, grant or endowment by Intel or the Intel Foundation to a charitable organization, foundation or university for which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts or any matching contribution, grant or endowment by the Intel Foundation;”
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Pre-Cleared Transaction Categories“Compensation to executive officers or directors determined by the Compensation Committee or the Board;”
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Pre-Cleared Transaction Categories“Transactions in which all security holders receive proportional benefits; and ▪Banking services involving bank depository funds, a transfer agent, registrar, trust indenture trustee or similar.”
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Related Party Transactions“Since the start of fiscal 2025, we have engaged in related party transactions as set out below that are required to be disclosed. The Audit Committee reviewed and approved each of these transactions.”
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Related Party Transactions“Lip-Bu Tan, our CEO and a member of the Board, is also the founder and Chairman of Walden International, an international venture capital fund (together with its affiliates and other entities affiliated with Mr. Tan, Walden). For more than three decades, Walden has been investing in privately held companies, including investments across a broad set of companies in the semiconductor, technology and AI fields. Intel Capital, our corporate venture capital business unit, also invests in privately held companies in the semiconductor, technology and AI fields, and from time to time may invest in companies where Walden has previously invested or is contemporaneously investing. In addition, Intel may from time to time engage in transactions with companies in which Walden has invested. The following such transactions are disclosable pursuant to Item 404(a) of Regulation S-K:”
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Related Party Transactions“Advanced packaging substrate solution provider (Company A) - In April 2025, Intel Capital and Walden each invested $3 million in a 6.0% convertible bridge note issued by Company A. Intel Capital and Walden had previously invested in equity financings of Company A, giving them a 17.4% and 12.0% ownership interest, respectively, before the April 2025 note acquisition.”
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Related Party Transactions“In March 2026, Intel Capital invested $5 million and Walden invested $8 million in a Series D preferred stock financing by Company A and converted their April 2025 notes (plus accrued interest) into additional shares of Series D preferred stock, following which they held a 10.0% and 9.6%, respectively, ownership interest.”
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Related Party Transactions“Power management integrated circuits company (Company B) - In January 2026, Intel Capital invested $3.4 million in a Series A preferred stock financing by Company B, following which it held a 4.6% ownership interest. Before the Series A financing, Walden, together with Lambda Ventures Fund, a venture capital fund affiliated with Mr. Tan, held a 12.3% ownership interest in Company B as a result of investments in prior financing rounds. Mr. Tan’s son, Andrew Tan, is a member of the board of directors of Company B. In December 2025, Walden and Lambda together invested a total of $2.2 million in the Series A financing. Following Intel Capital’s January 2026 investment, Walden and Lambda together held an 11.8% ownership interest in Company B.”
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Related Party Transactions“AI technology company (Company C) - In January 2026, Intel Capital invested $2.3 million and Walden invested $2 million in a Series B preferred stock financing by Company C. Intel Capital, Walden and Factory HQ Fund, a venture capital fund affiliated with Mr. Tan, had previously invested in equity financings of Company C. Intel Capital held a 14.9% ownership interest before and a 13.7% ownership interest after the Series B financing. Walden and Factory collectively held a 16.9% ownership interest before and a 15.2% ownership interest after the Series B financing.”
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Related Party Transactions“AI infrastructure company (Company D) - In October 2025, Intel Capital invested $10 million in a SAFE (Simple Agreement for Future Equity) financing by Company D, a company in which it had invested in previous financing rounds. Intel Capital converted the SAFE, and invested an additional $35 million, in a Series E preferred stock financing in February 2026 and received shares of Series E preferred stock. Intel Capital held a 6.8% ownership interest before and an 8.2% ownership interest after the Series E preferred stock financing. Mr. Tan has served as the Chairman of Company D’s board of directors since November 2017. In October 2025, Walden affiliates Factory and A&E Investments LLC, a venture capital fund, also collectively invested $10 million in the SAFE financing, which was converted into Series E preferred stock in February 2026. A&E Investments also invested a further $5 million in the Series E financing. Walden, Celesta Capital, an international venture capital fund where Mr. Tan is Founding Managing Partner, Factory and A&E Investments collectively held a 10.9% ownership interest before and a 9.8% ownership interest after the Series E preferred stock financing.”
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Related Party Transactions“Intel Capital expects to invest a further $15 million in the Series E financing, subject to the receipt of required regulatory approvals. Assuming such investment is made and Company D raises the remainder of its planned financing, Intel Capital would have a 9.0% ownership interest in Company D and Walden, Celesta Capital, Factory and A&E Investments would collectively have a 9.8% ownership interest.”
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Related Party Transactions“Michelle Johnson Holthaus - Nicole Schlappi, the sister of Michelle Johnston Holthaus, former CEO of Intel Products, is employed by us as a non-technical program manager. The aggregate compensation received by Ms. Schlappi for fiscal year 2025 was approximately $274,500. We compensate Ms. Schlappi in a manner consistent with our practices that apply to other similarly situated company employees.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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