[Form 4] Intel Corp Insider Trading Activity

Rhea-AI Filing Summary

Orchestra BioMed (OBIO) is raising fresh capital via a marketed offering of 9.41 M shares of common stock and 5.14 M pre-funded warrants at $2.75/$2.7499, for $40.0 M gross ($36.7 M net). Underwriters have a 30-day option for 2.18 M additional shares.

Key investors have pre-committed: RTW ($10 M), Perceptive ($5 M) and CEO David Hochman ($0.05 M). Separately, affiliates of Medtronic (Covidien) and Ligand will acquire up to $17 M of stock in a concurrent private placement, contingent on ≥$35 M gross proceeds from the public deal.

OBIO has arranged multiple strategic financings: (1) a $20 M secured 11% convertible loan from Medtronic that auto-converts into a 15% revenue share (capped at $40 M) upon FDA approval of AVIM-enabled pacemakers; (2) a $35 M tiered revenue-interest sale to Ligand (17–4% of future sales, subject to ratchets) plus a 10-year warrant for 2 M shares at a 30% premium; and (3) an amendment to its Hercules credit facility that defers amortization and adds up to $15 M of discretionary borrowing capacity.

Preliminary 30 Jun 2025 cash is $33.9 M; management expects the combined financings to fund operations—including the 500-patient BACKBEAT hypertension pivotal and the Virtue SAB coronary ISR IDE study—into Q3 2027. Net proceeds are earmarked for these trials, additional R&D, and general corporate purposes. The deal will increase shares outstanding to ~53.95 M (56.27 M if the green-shoe is exercised), before assuming warrant exercises.

Positive

• $36.7 M net equity proceeds plus $35 M Ligand revenue sale and $20 M Medtronic loan extend cash runway to Q3 2027.
• Participation by strategic partners Medtronic, Ligand, RTW and Perceptive signals external validation of AVIM and Virtue SAB platforms.
• Hercules amendment defers amortization to July 2027 and adds $15 M discretionary borrowing capacity.
• Medtronic loan converts to royalty, eliminating principal repayment if FDA approval achieved.

Negative

• Offering increases basic share count by ~40% and introduces 5.1 M low-priced warrants, creating dilution risk.
• Medtronic note carries an 11% interest rate and is secured, ranking ahead of equity holders until conversion.
• Ligand revenue-share of up to 20% and Medtronic’s 15% royalty will pressure future gross margins.
• Multiple contingent closings; failure to hit enrollment or funding milestones could void financings and trigger covenant defaults.

Insights

Financial Analyst

TL;DR: Financing extends runway to 2027 and deepens ties with Medtronic/Ligand—net positive despite dilution.

The $36.7 M net raise, combined with $35 M from Ligand and a committed $20 M Medtronic convert, more than doubles OBIO’s liquidity. Pro forma cash >$120 M gives management flexibility to finish the 500-patient BACKBEAT study and start the Virtue SAB U.S. pivotal, key value-inflection catalysts. Strategic investors (Medtronic, Ligand, RTW, Perceptive) validate the device pipeline and de-risk commercialization. The Medtronic note’s 11% coupon is steep, but conversion into royalty offsets repayment risk. Revenue-share obligations (up to 20% for Ligand; 15% for Medtronic) will trim future margins yet occur only on commercial success. Overall, the package is accretive to enterprise value and should narrow funding overhangs.

Risk Analyst

TL;DR: Heavy dilution and layered revenue-sharing create long-term cash-flow drag—impact neutral to mildly negative.

The offering lifts basic share count by ~40% and adds 5.1 M virtually free warrants plus 2 M Ligand warrants, setting up significant overhang. Combined with numerous legacy SPAC warrants, fully-diluted shares exceed 75 M. The 11% Medtronic debt is costly and senior lenders (Hercules) retain priority. Revenue-interest rates could ratchet higher if trial milestones slip, and Ligand receives cash before OBIO shareholders. Execution risk remains: BACKBEAT enrollment runs through 1H26 and Virtue SAB is not yet enrolling. Any delay could trigger ratchets and funding-condition failures. These structural encumbrances offset near-term liquidity benefits, yielding a neutral overall impact.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Miller Boise April

(Last) (First) (Middle)

C/O INTEL CORPORATION

2200 MISSION COLLEGE BLVD.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEL CORP [ INTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	07/30/2025		M		2,723	A	(1)	77,416	D
Common Stock	07/30/2025		F		1,167	D	$20.35	76,249	D
Common Stock	07/30/2025		M		17,431	A	(1)	93,680	D
Common Stock	07/30/2025		F		7,470	D	$20.35	86,210	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	07/30/2025		M			2,723	(2)	(2)	Common Stock	2,723	(1)	0	D
Restricted Stock Units	(1)	07/30/2025		M			17,431	(3)	(3)	Common Stock	17,431	(1)	0	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the right to receive, following vesting, one share of Intel common stock.

2. Unless earlier forfeited under the terms of the RSU, 1/12th of the award vests and converts into common stock in twelve substantially equal quarterly tranches, beginning on October 30, 2022. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

3. Unless earlier forfeited under the terms of the RSUs, the RSUs will vest in three equal annual installments of Intel common stock beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

	/s/ Julie Kwok, attorney-in-fact	08/01/2025
	** 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.

FAQ

How much capital will Orchestra BioMed (OBIO) raise in the 424B5 offering?

The company is selling 9.41 M shares and 5.14 M pre-funded warrants at $2.75, generating $40.0 M gross and about $36.7 M net.

What is the purpose of the new funds raised by OBIO?

Net proceeds will fund the AVIM BACKBEAT pivotal trial, the Virtue SAB IDE coronary ISR study, additional R&D, and general corporate needs.

What are the key terms of the Medtronic $20 M loan to OBIO?

The secured note accrues 11% interest, matures April 27 2031, and auto-converts into a 15% revenue share (capped at $40 M) upon FDA approval of an AVIM-enabled Medtronic pacemaker.

How does Ligand participate in OBIO’s financing?

Ligand will pay $35 M for a tiered 17–4% revenue interest and receives a warrant for 2 M OBIO shares; it also buys $5 M of stock in a private placement.

What is OBIO’s cash position after the financing and how long is the runway?

Preliminary cash was $33.9 M on 30 Jun 2025; management expects the combined deals to fund operations into Q3 2027.