[8-K] Intel Corp Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Prospectus supplement filed to register potential resale, providing transparency on the securityholder's ability to resell
• Legal opinion (Exhibit 5.1) attached, addressing validity of the shares and the Warrant
• Filing was made under Intel's existing Form S-3ASR shelf registration, indicating reliance on previously filed registration

Negative

• The prospectus supplement does not itself constitute a sale and Intel would receive no proceeds if the selling securityholder sells any registered securities

Insights

Securities Analyst

TL;DR: Intel registered a large resale block and a substantial warrant, clarifying that the filing is procedural and not a sale.

The company filed a prospectus supplement to register resale by the Department of Commerce of a warrant and 673,839,150 shares of common stock, detailing exact share counts and the Warrant exercise price of $20.00. The filing relies on an existing Form S-3ASR shelf registration and incorporates the Purchase Agreement and Form of Warrant by reference. The company explicitly states the prospectus supplement does not constitute a sale and that Intel would receive no proceeds if the selling securityholder sells.

Corporate Governance Expert

TL;DR: The filing documents transfer mechanics and legal support but does not alter Intel’s capital structure absent any resale or exercise.

Intel provided the legal opinion (Exhibit 5.1) validating the registered shares and Warrant and referenced the Purchase Agreement exhibits previously filed. The supplement clarifies the composition of the registered shares—issued, escrowed, and issuable upon Warrant exercise—and reiterates that no new securities are being issued by Intel through the resale filing itself.

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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 5, 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 8.01    Other Events.

On September 5, 2025, as required by the Warrant and Common Stock Agreement, dated as of August 22, 2025 (the “Purchase Agreement”), by and between Intel Corporation (the “Company”) and the United States Department of Commerce (the “selling securityholder”), the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) solely to register the potential resale by the selling securityholder of (i) a warrant to purchase up to 240,516,150 shares of the Company’s common stock, par value $0.001 per share (the “common stock”) at an initial exercise price of $20.00 per share (the “Warrant”) and (ii) 673,839,150 shares of common stock. The shares of common stock represent (x) 274,583,000 shares issued to the selling securityholder pursuant to the Purchase Agreement, (y) 158,740,000 shares issued into escrow for the benefit of the selling securityholder subject to the satisfaction of certain escrow conditions set forth in the Purchase Agreement and (z) 240,516,150 shares issuable to the selling securityholder should it choose to exercise the Warrant. This description is not complete and is subject to, and qualified in its entirety by reference to the full text of, the Form of Warrant and the Purchase Agreement attached as Exhibits 4.1 and 10.1, respectively, to our Current Report on Form 8-K filed with the SEC on August 25, 2025, and incorporated herein by reference.

The filing of the resale prospectus supplement is not itself a sale of securities by the selling securityholder and does not necessarily mean that the selling securityholder will choose to sell any shares of common stock or the Warrant. If any shares of common stock or the Warrant are sold by the selling securityholder, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the resale prospectus supplement.

The resale prospectus supplement was filed pursuant to the Company’s automatic “shelf” Registration Statement on Form S-3ASR (File No. 333-269522), previously filed with the SEC on February 2, 2023. The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock and the Warrant covered by the resale prospectus supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are provided as part of this report:

Exhibit Number			Description
5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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 5, 2025

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer

FAQ

What did Intel (INTC) register in the prospectus supplement filed September 5, 2025?

Intel registered the potential resale by the U.S. Department of Commerce of a warrant to purchase up to 240,516,150 shares at an initial exercise price of $20.00 and 673,839,150 shares of common stock.

How are the 673,839,150 registered shares composed?

They consist of 274,583,000 shares issued to the selling securityholder, 158,740,000 shares in escrow subject to escrow conditions, and 240,516,150 shares issuable upon exercise of the Warrant.

Does the prospectus supplement mean Intel is selling new shares?

No. The filing expressly states that the prospectus supplement is not a sale, no securities are being issued or sold by Intel under the supplement, and Intel would not receive proceeds if the selling securityholder sells shares or the Warrant.

Under what registration was the prospectus supplement filed?

The supplement was filed pursuant to Intel’s automatic shelf Registration Statement on Form S-3ASR (File No. 333-269522), previously filed on February 2, 2023.

What supporting documents are referenced or attached to the filing?

The filing references the Form of Warrant and the Purchase Agreement (previously filed as Exhibits 4.1 and 10.1) and attaches a legal opinion as Exhibit 5.1 regarding validity of the shares and the Warrant.