[8-K] Intel Corp Reports Material Event

Rhea-AI Filing Summary

Intel Corporation disclosed that Michelle Johnston Holthaus, Chief Executive Officer of Intel Products, notified the company on September 7, 2025 that she will resign for "Good Reason" under her Offer Letter dated February 28, 2025. She agreed to remain in a non-executive transition role through March 1, 2026 to support handover activities. Upon departure, she will be eligible for severance benefits under the Intel Corporation Executive Severance Plan in exchange for a release of claims. The report lists exhibits under Financial Statements and Exhibits but does not include additional financial metrics or compensation amounts.

Positive

• Orderly transition announced with the executive staying through March 1, 2026
• Severance governed by the established Intel Corporation Executive Severance Plan

Negative

• Senior executive resignation from the Intel Products leadership could affect business continuity
• No successor named or disclosed severance amounts in this filing

Insights

Corporate Governance Analyst

Senior leadership departure with an orderly transition through March 1, 2026.

The resignation of Michelle Johnston Holthaus from her executive role is a material governance event because it affects the leadership of the Intel Products business. Retaining her in a non-executive transition capacity until March 1, 2026 reduces immediate operational disruption and allows management to execute a handover.

Key dependencies include the identification of a successor and any integration of transition responsibilities within existing management; absent specific successor or compensation figures, investors should note the timing and the contractual reference to the Executive Severance Plan as the stated severance mechanism over the next several months.

Compensation & Employment Lawyer

Resignation for "Good Reason" triggers severance plan mechanics and a release requirement.

The filing specifies that severance eligibility is governed by the Intel Corporation Executive Severance Plan and will be provided in exchange for a release of claims; this describes the legal condition for payout but does not disclose amounts or other terms. The reference to an Offer Letter dated February 28, 2025 anchors the employment relationship but contains no further financial detail here.

Material legal items to monitor include any later exhibit with severance terms, a Form 4 or proxy disclosure of replacement compensation, and whether the company files additional exhibits clarifying successor arrangements before March 1, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7, 2025

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			000-06217			94-1672743
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification No.)
2200 Mission College Boulevard, Santa Clara, California						95054-1549
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (408) 765-8080

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.001 par value			INTC			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2025, Michelle Johnston Holthaus, Chief Executive Officer of Intel Products, notified Intel Corporation (“Intel”) of her decision to resign for Good Reason (as defined in her Offer Letter, dated as of February 28, 2025). In connection with her resignation, Ms. Johnston Holthaus has agreed to remain employed by Intel in a non-executive role through March 1, 2026 to ensure a smooth transition. Upon her departure on March 1, 2026, Ms. Johnston Holthaus will be entitled to severance benefits in accordance with the terms and conditions of the Intel Corporation Executive Severance Plan, as previously disclosed, in exchange for a release of claims in favor of Intel.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are provided as part of this report:

Exhibit Number			Description
104			Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTEL CORPORATION (Registrant)

Date:

September 8, 2025

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer

FAQ

What did Intel (INTC) announce about Michelle Johnston Holthaus?

Intel announced that Michelle Johnston Holthaus notified the company on September 7, 2025 of her decision to resign for "Good Reason" and will remain in a transition role until March 1, 2026.

Will Michelle Johnston Holthaus receive severance from Intel (INTC)?

Yes. Upon her departure on March 1, 2026 she will be entitled to severance benefits in accordance with the Intel Corporation Executive Severance Plan, in exchange for a release of claims.

Does the filing disclose the amount of severance Intel (INTC) will pay?

No. The filing references entitlement under the severance plan but does not disclose any monetary amounts or specific payment terms.

Is a successor to Michelle Johnston Holthaus named in the filing for Intel (INTC)?

No. The filing does not identify a successor or describe a replacement plan.

What documents or exhibits are included with the 8-K?

The filing references exhibits under Financial Statements and Exhibits but does not include further substantive financial tables or compensation exhibits in the disclosed text.