[8-K] INTEL CORP Reports Material Event

Rhea-AI Filing Summary

Intel Corporation entered into a Securities Purchase Agreement with NVIDIA Corporation on September 15, 2025, under which NVIDIA agreed to purchase 214,776,632 shares of Intel common stock at $23.28 per share, representing an aggregate purchase price of $5.0 billion in a private placement relying on Section 4(a)(2) of the Securities Act of 1933. The purchase is conditioned on customary closing conditions, including expiration of waiting periods and any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement contains customary representations, warranties and covenants and does not grant NVIDIA any governance or information rights beyond those of Intel shareholders generally. Intel furnished a press release dated September 18, 2025, announcing the private placement and a collaboration between Intel and NVIDIA to develop AI infrastructure and personal computing products; that press release is provided as Exhibit 99.1 to the Current Report.

Positive

• $5.0 billion capital infusion via private placement with NVIDIA
• Strategic collaboration announced to develop AI infrastructure and personal computing products
• No special governance or information rights granted to NVIDIA beyond ordinary shareholders

Negative

• Closing is conditional on customary conditions including HSR antitrust approvals, introducing regulatory timing risk
• Private placement may dilute existing shareholders (transaction involves issuance of 214,776,632 shares)

Insights

Financial Analyst

TL;DR: Intel sold $5.0B of common stock to NVIDIA and announced a collaboration on AI and personal computing products.

The transaction is material in size and likely to affect Intel's equity base because it involves 214,776,632 shares for $5.0 billion executed as a private placement. The filing emphasizes that the deal is private under Section 4(a)(2) and includes customary closing conditions and HSR review, which introduces typical regulatory timing risk. The absence of governance or special information rights for NVIDIA is explicitly stated, indicating the relationship is structured as a financial investment plus a collaboration announced in a separate press release furnished as an exhibit.

M&A Specialist

TL;DR: This is a material strategic-capital transaction subject to antitrust clearance and standard closing conditions.

The Purchase Agreement contains customary representations, warranties and covenants and conditions including expiration of any applicable waiting periods and receipt of required HSR approvals. The filing notes the placement is private and does not convey governance or enhanced information rights to NVIDIA beyond ordinary shareholder rights. Those features are important for assessing control, post-close shareholder dynamics and regulatory timelines; the collaboration announced in the press release is referenced but details are furnished separately as Exhibit 99.1.

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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 15, 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 September 15, 2025, Intel Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NVIDIA Corporation (“NVIDIA”) pursuant to which NVIDIA agreed to purchase 214,776,632 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at $23.28 per share, representing an aggregate purchase price in cash of $5.0 billion. 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 of any applicable waiting periods, and receipt of any required approvals, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement does not provide for any governance or information rights beyond those applicable to Intel shareholders generally.

Item 7.01    Regulation FD Disclosure.

The Company’s press release, dated September 18, 2025, announcing the private placement contemplated by the Purchase Agreement and a collaboration between Intel and NVIDIA to develop AI infrastructure and personal computing products 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 September 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:

September 18, 2025

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer

FAQ

What did Intel (INTC) announce in the 8-K regarding NVIDIA?

Intel announced a Securities Purchase Agreement dated September 15, 2025 under which NVIDIA agreed to buy 214,776,632 shares at $23.28 per share for an aggregate of $5.0 billion in a private placement.

Is the NVIDIA purchase subject to regulatory approval?

Yes. The closing is subject to customary closing conditions, including expiration of any applicable waiting periods and receipt of any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act.

Does NVIDIA receive governance or special information rights from the Purchase Agreement?

No. The Purchase Agreement does not provide for any governance or information rights beyond those applicable to Intel shareholders generally.

Where can I find more details about the collaboration between Intel and NVIDIA?

Intel furnished a press release dated September 18, 2025 announcing the private placement and the collaboration; that press release is included as Exhibit 99.1 to the Current Report.

Under what exemption was the private placement conducted?

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.