Intel Corp SEC Filings

Intel Corporation filed a prospectus supplement on September 5, 2025 to register the potential resale by the United States Department of Commerce of a warrant and 673,839,150 shares of common stock. The Warrant permits purchase of up to 240,516,150 shares at an initial exercise price of $20.00 per share. The 673,839,150 shares consist of 274,583,000 shares issued to the selling securityholder, 158,740,000 shares held in escrow subject to conditions in the Purchase Agreement, and 240,516,150 shares issuable upon exercise of the Warrant. The prospectus supplement was filed under Intel’s existing Form S-3ASR shelf registration. The filing itself is not a sale, would not generate proceeds for Intel if the selling securityholder sells, and no securities are being issued or sold by Intel under the supplement. A legal opinion as to the validity of the shares and the Warrant is attached as Exhibit 5.1 and is incorporated by reference.

Intel Corporation filed a prospectus supplement registering resale of securities issued under a Warrant and Common Stock Agreement dated August 22, 2025. The company states the selling securityholder may offer shares or warrants independently and that Intel will not receive proceeds from secondary sales. The Warrant has an initial exercise price of $20.00 per share, is exercisable only upon a defined Triggering Event, and expires on the fifth anniversary of the Closing Date. The prospectus notes the company’s Nasdaq ticker INTC and a last reported share price of $24.61 on September 4, 2025. It discloses a cap that issued shares under the Purchase Agreement and Warrant may not exceed 19.9% of pre-transaction outstanding shares without stockholder approval and reports 4,670,261,514 shares outstanding for ownership calculations as of September 1, 2025.

Intel Corp insider filing: This Form 4, reporting transactions dated 09/02/2025 and filed 09/04/2025, discloses activity by Scott Gawel, CVP and Chief Accounting Officer. The filing shows multiple restricted stock unit (RSU) vesting events (code M) that converted to common stock: 2,418, 7,860 and 2,025 RSUs, each representing the right to one share on vesting. The filing also shows open-market or plan-based disposals (code F) of 1,199, 3,897 and 1,004 shares at $23.96 per share. The report lists 29,138.36 shares beneficially owned directly following the last reported transaction and 45,806.022 shares indirectly held through a family trust.

Intel entered into an Implementing Amendment to its Direct Funding Agreement with the U.S. Department of Commerce that removes prior project milestone conditions and several other contractual restrictions while preserving key CHIPS Act limitations. The company certified it has already spent at least $7.865 billion in eligible costs under the agreement.

Concurrently, at closing under a related Purchase Agreement, Intel received accelerated DFA disbursements of $5.695 billion and issued the DOC 274,583,000 shares of common stock plus a warrant to buy up to 240,516,150 shares; an additional 158,740,000 shares were placed into escrow to be released as further CHIPS Act disbursements are made. Remaining DFA and CHIPS Act constraints still prohibit use of award funds for dividends or buybacks, limit certain foreign expansions and collaborations, and preserve remedies for the DOC in the event of breach, including potential repayment of awards.

Intel Corporation entered a Purchase Agreement with the U.S. Department of Commerce (DOC) under which the company agreed to issue up to 433,323,000 shares of common stock: 274,583,000 shares to be issued on the Closing Date (based on $20.74 per share if all Released Funds are received) and 158,740,000 shares to be held in escrow and released as Secure Enclave Disbursements are received (priced at $20.00 per share). The DOC will also receive warrants exercisable for up to 240,516,150 shares at an exercise price of $20.00 per share; warrants vest and become exercisable only if Intel ceases to directly or indirectly own at least 51% of its foundry business, and expire five years after closing.

The Purchase Agreement contemplates a Closing Date of August 26, 2025 (or as soon as practicable thereafter). Securities will be non-transferable by the DOC until after the first anniversary of closing and subject to restrictions thereafter. The Company must file a resale registration statement with the SEC on or before September 5, 2025. The filing also adds risk factors describing timing and funding uncertainties, potential dilution to existing stockholders, governance and voting impacts from significant DOC ownership, possible adverse effects on non-U.S. business, and other consequences from government ownership.

Intel Corporation announced it entered into a Securities Purchase Agreement with SoftBank Group Corp. under which SoftBank agreed to buy 86,956,522 shares of Intel common stock for an aggregate cash purchase price of $2.0 billion, equal to $23.00 per share. The Shares will be issued in a private placement relying on Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering. The Purchase Agreement contains customary representations, warranties and covenants, and closing is subject to customary conditions, including expiration or termination of applicable waiting periods and any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The company furnished a press release dated August 18, 2025 as Exhibit 99.1 to the Current Report.

Intel and related parties amended their April 14, 2025 transaction agreement to sell a majority interest in the Altera business. Amendment No. 1, entered August 11, 2025, makes technical changes to the purchase price calculation that the company does not expect to materially affect net cash proceeds. The amendment also shifts the earliest allowable closing to no earlier than September 12, 2025 and extends the outside closing date to September 13, 2025, providing additional time to satisfy closing conditions. The filing reiterates standard forward-looking disclosures and lists potential risks that could prevent or delay completion.