[8-K] Intel Corp Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Intel signed a $2.0B private placement with SoftBank to sell 86.96M shares at $23 each; closing requires HSR and other customary conditions.

The transaction provides Intel with immediate committed cash proceeds of $2.0 billion from a single strategic investor through a private placement exempt from a public offering.

The Purchase Agreement is described as containing customary representations, warranties and covenants; however, closing remains subject to customary closing conditions, including expiration or termination of waiting periods and required Hart-Scott-Rodino approvals, which could delay or condition consummation.

For investors, the deal is material because it changes share ownership and injects cash, but the filing does not disclose any use of proceeds, percentage dilution, or post-transaction ownership stake, so those effects cannot be assessed from this report alone.

Corporate Governance Expert

TL;DR: The private placement with SoftBank is a material capital transaction with standard legal and regulatory conditions; disclosure lacks details on strategic terms and ownership post-close.

The filing confirms that the Shares are issued in reliance on Section 4(a)(2), indicating a private sale to an accredited investor rather than a registered offering.

Key governance considerations include the identity of the purchaser (SoftBank Group Corp.) and the absence of disclosed voting agreements, board changes, or other side arrangements in the provided text. The report furnishes a press release as an exhibit but does not include the full Purchase Agreement or post-transaction ownership details, limiting assessment of governance impact.

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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): August 18, 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 3.02    Unregistered Sales of Equity Securities.

On August 18, 2025, Intel Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SoftBank Group Corp. (“SoftBank”) pursuant to which SoftBank agreed to purchase 86,956,522 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price in cash of $2.0 billion, representing a price per share of $23.00 per share. The Shares are to be issued in a private placement in reliance on the exemption provided by 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 the closing of the transaction is subject to customary closing conditions, including the expiration or termination of any applicable waiting periods, and the receipt of any required approvals, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Item 7.01    Regulation FD Disclosure.

The Company’s press release, dated August 18, 2025, announcing the private placement contemplated by the Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are provided as part of this report:

Exhibit Number			Description
99.1			Press Release, dated August 18, 2025
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 21, 2025

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer