Intel prices $20B common stock offering
Rhea-AI Filing Summary
Intel Corporation entered into an underwriting agreement to issue and sell 210,526,315 shares of common stock at $95.00 per share in an underwritten public offering, which was upsized to a total offering size of $20 billion from a previously announced $15 billion.
The underwriters received a 30-day option to purchase up to an additional 31,578,947 shares, which was exercised in full on August 11, 2026. Intel expects net proceeds of approximately $19.7 billion assuming no option exercise, and intends to use the funds for general corporate purposes, including capital expenditures and working capital, to pursue growth opportunities in AI-related markets while supporting a strong balance sheet and an investment-grade rating.
Positive
- Intel secures a large primary equity financing, with gross offering size of $20 billion, providing substantial capital to fund growth initiatives and balance sheet strength.
- Expected net proceeds of approximately $19.7 billion are earmarked for general corporate purposes, including capital expenditures and working capital, supporting Intel’s investment plans in AI-related opportunities.
Negative
- The offering involves issuing at least 210,526,315 new shares of common stock, plus up to 31,578,947 additional shares, which materially increases the share count and can dilute existing shareholders’ ownership percentages.
Filing Explained
The priced share sale remains subject to closing, with dilution for existing holders and post-option net proceeds still unstated.
The offering was priced and the underwriters exercised their additional-share option in full, but closing was still expected on
If completed, issuing the additional common shares would increase Intel’s total share count and reduce existing holders’ percentage ownership.
The Form S-3 provided registration capacity; this 8-K instead describes a specific underwritten offering, in which investment banks buy securities from Intel and resell them, so registration capacity alone is not a completed sale.
The stated net proceeds of approximately
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement on Form S-3 regulatory
prospectus supplement regulatory
investment-grade rating financial
forward-looking statements regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Intel (INTC) announce regarding a new common stock offering?
How much capital will Intel (INTC) raise and what are the expected net proceeds?
What is the underwriters’ option in Intel’s (INTC) equity offering?
How does Intel (INTC) plan to use the proceeds from the $20B stock offering?
Why is Intel (INTC) raising $20B in new equity now?
Which banks are managing Intel’s (INTC) $20B stock offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) |
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(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:
| 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-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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 7.01. | Regulation FD Disclosure. |
Copies of the Company’s press releases related to the announcement of the launch and pricing of the Offering as described under Item 8.01 are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
On August 10, 2026, Intel Corporation (“Intel” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as the representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 210,526,315 shares of common stock, $0.001 par value (“Common Stock”), at a price of $95.00 per share (such offering, the “Offering”).
Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 31,578,947 shares of Common Stock. On August 11, 2026, the Underwriters exercised the option in full.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A validity opinion issued by the Company’s counsel with respect to the Common Stock sold in the Offering is filed as Exhibit 5.1 hereto.
The Offering was made pursuant to a shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission on August 10, 2026 (Registration No. 333-298165) (the “Shelf Registration Statement”), a base prospectus, dated August 10, 2026, included as part of the Shelf Registration Statement and a prospectus supplement, dated August 10, 2026.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed or furnished, as applicable, as part of this Report.
| Exhibit Number |
Description | |
| 1.1 |
Underwriting Agreement, dated August 10, 2026, among Intel and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. | |
| 5.1 |
Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 |
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) | |
| 99.1 |
Launch Press Release issued by Intel Corporation dated August 10, 2026 | |
| 99.2 |
Pricing Press Release issued by Intel Corporation dated August 10, 2026 | |
| 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: August 12, 2026 | ||||
| /s/ David Zinsner |
||||
| David Zinsner | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit 99.1
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
News Release
Intel Announces Proposed $15 Billion Common Stock Offering
Proceeds Intended to Support General Corporate Purposes, Including Capital Expenditures and Working Capital
SANTA CLARA, Calif., August 10, 2026 - Intel Corporation (Nasdaq: INTC) today announced a $15 billion underwritten public offering of common stock.
Why Now
Customers continue to signal a strong and sustainable demand environment, driven by unprecedented investment in AI compute. Progress in emerging areas including physical AI, purpose-built silicon, advanced packaging and external wafers represent significant growth opportunities for Intel.
Use of Proceeds
Intel intends to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, capital expenditures and working capital.
The offering is intended to further enable Intel to pursue the growth opportunities ahead while maintaining a strong balance sheet and its commitment to an investment-grade rating.
Investment Discipline
Intel remains disciplined in capital deployment, aligning investments with customer demand and clear return expectations.
Additional Transaction Details
Intel expects to grant to the underwriters of the offering a 30-day option to purchase up to an aggregate total of $2.25 billion of additional shares of common stock at the public offering price, less underwriting discounts.
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., are acting as joint book-running managers for the proposed offering.
Registration Statement and Prospectus
Intel has filed a registration statement on Form S-3 (including a preliminary prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and other documents Intel has filed with the SEC for more complete information about Intel and the offering. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplement and accompanying prospectus related to the offering can be obtained for free by visiting the SEC’s website at https://www.sec.gov. Alternatively,
copies may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
About Intel Corporation
Intel (Nasdaq: INTC) designs and manufactures advanced semiconductors that connect and power the modern world. Every day, our engineers create new technologies that enhance and shape the future of computing to enable new possibilities for every customer we serve.
© Intel Corporation. Intel, the Intel logo, and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.
Forward-Looking Statements
This release contains forward-looking statements that involve a number of risks and uncertainties. Words such as “accelerate”, “achieve”, “aim”, “ambitions”, “anticipate”, “believe”, “committed”, “continue”, “could”, “designed”, “estimate”, “expect”, “forecast”, “future”, “goals”, “grow”, “guidance”, “intend”, “likely”, “may”, “might”, “milestones”, “next-generation”, “objective”, “on track”, “opportunity”, “outlook”, “pending”, “plan”, “position”, “possible”, “potential”, “predict”, “progress”, “ramp”, “roadmap”, “seek”, “should”, “strive”, “targets”, “to be”, “upcoming”, “will”, “would” and variations of such words and similar expressions are intended to identify such forward-looking statements, which may include statements regarding:
| • | the offering of common stock; |
| • | the size and timing of the offering, and the anticipated use of the net proceeds therefrom; |
| • | Intel’s ability to complete the offering on the anticipated timeline or at all; and |
| • | other characterizations of future events or circumstances. |
Such statements involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied, including those associated with:
| • | the high level of competition and rapid technological change in our industry; |
| • | the significant, long-term and inherently risky investments we are making in R&D and manufacturing facilities that may not realize a favorable return; |
| • | the complexities and uncertainties in developing and implementing new semiconductor products and manufacturing process technologies; |
| • | our pursuit of Intel 14A and other next-generation leading-edge process technologies, our investments in manufacturing expansion projects to manufacture products using such technologies and our efforts to secure product design wins with and demand commitments from potential significant external customers for the manufacture of products using such technologies; |
| • | alternative financing arrangements and pursuit of government grants; |
| • | the U.S. government’s acquisition of significant equity interests in us; |
| • | changes in product demand and margins; |
| • | macroeconomic conditions and geopolitical tensions and conflicts, including geopolitical and trade tensions between the U.S. and China, tensions and conflict affecting Israel and the Middle East, rising tensions between mainland China and Taiwan and the impacts of Russia’s war on Ukraine; |
| • | recently elevated geopolitical tensions, volatility and uncertainty with respect to international trade policies, including tariffs and export controls, impacting our business, the markets in which we compete and the world economy; |
| • | the evolving market for products with AI capabilities; |
| • | our complex global supply chain supporting our manufacturing facilities and incorporating external foundries, including from disruptions, delays, trade tensions and conflicts, or shortages, including current industry-wide substrate and memory shortages; |
| • | product defects, errata and other product issues, particularly as we develop next-generation products and implement next-generation manufacturing process technologies; |
| • | potential security vulnerabilities in our products; |
| • | increasing and evolving cybersecurity threats and privacy risks; |
| • | IP risks including related litigation and regulatory proceedings; |
| • | the need to attract, retain and motivate key talent; |
| • | strategic transactions and investments; |
| • | sales-related risks, including customer concentration and the use of distributors and other third parties; |
| • | our debt obligations and our ability to access sources of capital; |
| • | complex and evolving laws and regulations across many jurisdictions; |
| • | catastrophic events; |
| • | fluctuations in currency exchange rates; |
| • | changes in our effective tax rate and applicable tax regimes; |
| • | environmental, health, safety and product regulations; and |
| • | other risks and uncertainties described in this release, our 2025 Form 10-K, our Q1 2026 Form 10-Q, our Q2 2026 Form 10-Q, and our other filings with the SEC. |
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this release and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business.
Unless specifically indicated otherwise, the forward-looking statements in this release do not reflect the potential impact of any divestitures, mergers, acquisitions or other business combinations that have not been completed as of the date of this release. In addition, the forward-looking statements in this release are based on management’s expectations as of the date of this release, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable. We do not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.
Contacts:
Investor Relations
investor.relations@intel.com
Abby Zhang
Media Relations
abby.zhang@intel.com
Exhibit 99.2
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
News Release
Intel Announces Upsize and Pricing of $20 Billion Common Stock Offering
SANTA CLARA, Calif., August 10, 2026—Intel Corporation (Nasdaq: INTC) today announced the pricing of its previously announced registered public offering of common stock.
Intel priced the underwritten public offering of 210,526,315 shares of common stock at a public offering price of $95 per share. Intel has granted to the underwriters a 30-day option to purchase up to 31,578,947 additional shares of common stock at the public offering price, less underwriting discounts. The offering was upsized to $20 billion from the previously announced offering size of $15 billion.
The offering is expected to close on August 12, 2026, subject to customary closing conditions.
The net proceeds from the offering will be approximately $19.7 billion (assuming the underwriters do not exercise their option to purchase additional shares), after deducting underwriting discounts and commissions and estimated offering expenses payable by Intel. Intel intends to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, capital expenditures and working capital.
J.P. Morgan, Goldman Sachs & Co. LLC, Morgan Stanley and Citigroup are acting as joint book-running managers of the offering. Barclays, BofA Securities, BNP Paribas, Credit Agricole CIB, Deutsche Bank Securities, Mizuho, RBC Capital Markets, TD Securities, Wells Fargo Securities and Cantor are also acting as book-running managers. Academy Securities, COMMERZBANK, PJT Partners, Blaylock Van, C.L. King & Associates and Ramirez & Co., Inc. are acting as co-managers.
Registration Statement and Prospectus
Intel has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Intel has filed with the SEC for more complete information about Intel and the offering. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplement and accompanying prospectus related to the offering can be obtained by visiting the SEC’s website at https://www.sec.gov or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
About Intel Corporation
Intel (Nasdaq: INTC) designs and manufactures advanced semiconductors that connect and power the modern world. Every day, our engineers create new technologies that enhance and shape the future of computing to enable new possibilities for every customer we serve.
© Intel Corporation. Intel, the Intel logo, and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.
Forward-Looking Statements
This release contains forward-looking statements that involve a number of risks and uncertainties. Words such as “accelerate”, “achieve”, “aim”, “ambitions”, “anticipate”, “believe”, “committed”, “continue”, “could”, “designed”, “estimate”, “expect”, “forecast”, “future”, “goals”, “grow”, “guidance”, “intend”, “likely”, “may”, “might”, “milestones”, “next-generation”, “objective”, “on track”, “opportunity”, “outlook”, “pending”, “plan”, “position”, “possible”, “potential”, “predict”, “progress”, “ramp”, “roadmap”, “seek”, “should”, “strive”, “targets”, “to be”, “upcoming”, “will”, “would” and variations of such words and similar expressions are intended to identify such forward-looking statements, which may include statements regarding:
| • | the size and timing of the offering of common stock, and the anticipated use of the net proceeds therefrom; |
| • | Intel’s ability to complete the offering on the anticipated timeline or at all; and |
| • | other characterizations of future events or circumstances. |
Such statements involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied, including those associated with:
| • | the high level of competition and rapid technological change in our industry; |
| • | the significant, long-term and inherently risky investments we are making in R&D and manufacturing facilities that may not realize a favorable return; |
| • | the complexities and uncertainties in developing and implementing new semiconductor products and manufacturing process technologies; |
| • | our pursuit of Intel 14A and other next-generation leading-edge process technologies, our investments in manufacturing expansion projects to manufacture products using such technologies and our efforts to secure product design wins with and demand commitments from potential significant external customers for the manufacture of products using such technologies; |
| • | alternative financing arrangements and pursuit of government grants; |
| • | the U.S. government’s acquisition of significant equity interests in us; |
| • | changes in product demand and margins; |
| • | macroeconomic conditions and geopolitical tensions and conflicts, including geopolitical and trade tensions between the U.S. and China, tensions and conflict affecting Israel and the Middle East, rising tensions between mainland China and Taiwan and the impacts of Russia’s war on Ukraine; |
| • | recently elevated geopolitical tensions, volatility and uncertainty with respect to international trade policies, including tariffs and export controls, impacting our business, the markets in which we compete and the world economy; |
| • | the evolving market for products with AI capabilities; |
| • | our complex global supply chain supporting our manufacturing facilities and incorporating external foundries, including from disruptions, delays, trade tensions and conflicts, or shortages, including current industry-wide substrate and memory shortages; |
| • | product defects, errata and other product issues, particularly as we develop next-generation products and implement next-generation manufacturing process technologies; |
| • | potential security vulnerabilities in our products; |
| • | increasing and evolving cybersecurity threats and privacy risks; |
| • | IP risks including related litigation and regulatory proceedings; |
| • | the need to attract, retain and motivate key talent; |
| • | strategic transactions and investments; |
| • | sales-related risks, including customer concentration and the use of distributors and other third parties; |
| • | our debt obligations and our ability to access sources of capital; |
| • | complex and evolving laws and regulations across many jurisdictions; |
| • | catastrophic events; |
| • | fluctuations in currency exchange rates; |
| • | changes in our effective tax rate and applicable tax regimes; |
| • | environmental, health, safety and product regulations; and |
| • | other risks and uncertainties described in this release, our 2025 Form 10-K, our Q1 2026 Form 10-Q, our Q2 2026 Form 10-Q, and our other filings with the SEC. |
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this release and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business.
Unless specifically indicated otherwise, the forward-looking statements in this release do not reflect the potential impact of any divestitures, mergers, acquisitions or other business combinations that have not been completed as of the date of this release. In addition, the forward-looking statements in this release are based on management’s expectations as of the date of this release, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable. We do not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.
Contacts:
Investor Relations
investor.relations@intel.com
Abby Zhang
Media Relations
abby.zhang@intel.com