[8-K] INTEL CORP Reports Material Event

Rhea-AI Filing Summary

Intel Corporation filed a current report describing an update to its resale registration for certain shares of common stock and a warrant held by the U.S. Department of Commerce. On January 23, 2026, Intel filed a new prospectus supplement that replaces a prior supplement from September 5, 2025, moving the registration of the same securities to Intel’s new automatic shelf registration statement on Form S-3ASR.

The filing emphasizes that no new securities have been issued or will become issuable to the Department of Commerce under this update. The prospectus supplement is for potential resale by the Department of Commerce, and Intel will not issue or sell any securities under it and would not receive any proceeds if the selling securityholder chooses to sell its securities. Intel also includes a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the common stock and warrant covered by the resale prospectus supplement.

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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): January 23, 2026

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 January 23, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) to supersede and replace the prospectus supplement filed on September 5, 2025 (the “prior prospectus supplement”), pursuant to the terms of the Warrant and Common Stock Agreement, dated as of August 22, 2025 (the “Purchase Agreement”), by and between the Company and the United States Department of Commerce (the “selling securityholder”). The prospectus supplement was filed solely to transfer the registration of the offer and sale of the securities described in the prior prospectus supplement to the Company’s new registration statement referenced below. The securities described in the prospectus supplement are the same securities that were registered on the prior prospectus supplement and that were issued or are issuable pursuant to the Purchase Agreement. No new securities have been issued or are issuable to the selling securityholder.

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 securities. If any securities 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. 333-292925), filed with the SEC on January 23, 2026. 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:

January 23, 2026

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer

FAQ

What did Intel (INTC) disclose in this 8-K filing?

Intel updated its resale registration for certain common stock and a warrant held by the U.S. Department of Commerce by filing a new prospectus supplement tied to a fresh automatic shelf registration statement.

Are any new Intel (INTC) securities being issued in this update?

No. Intel states that no new securities have been issued or are issuable to the U.S. Department of Commerce in connection with this new prospectus supplement.

Will Intel receive any cash if the U.S. Department of Commerce sells its Intel shares or warrant?

No. The filing explains that Intel would not receive any proceeds from any sale of the registered securities by the selling securityholder.

Does this filing mean the U.S. Department of Commerce will sell its Intel (INTC) securities?

Not necessarily. Intel notes that filing the resale prospectus supplement is not itself a sale and does not mean the selling securityholder will choose to sell any securities.

What registration statement now covers these Intel (INTC) securities?

The resale prospectus supplement is filed under Intel’s automatic shelf Registration Statement on Form S-3ASR (File No. 333-292925) filed with the SEC on January 23, 2026.

What legal documents are attached to this Intel 8-K?

Intel includes as exhibits a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the common stock and warrant, and a related consent.