[8-K] INTEL CORP Reports Material Event

Rhea-AI Filing Summary

Intel Corporation completed a private placement issuing 86,956,522 shares of common stock at $23.00 per share to SoftBank Group Corp., raising approximately $2.0 billion in cash. The shares have a par value of $0.001 each. The transaction was effected under a Securities Purchase Agreement dated August 28, 2025, and relied on the Section 4(a)(2) exemption from registration as a transaction not involving a public offering. The company previously disclosed the proposed transaction in a Current Report filed August 21, 2025.

Insights

Financial Analyst

TL;DR: Intel raised $2.0 billion through a private sale of common stock to SoftBank, increasing cash on the balance sheet without a public offering.

The filing reports an equity issuance of 86,956,522 shares at $23.00 per share to SoftBank under a Securities Purchase Agreement dated August 28, 2025. The transaction used the Section 4(a)(2) exemption, indicating a private placement rather than a registered public offering. The proceeds amounting to roughly $2.0 billion are explicit in the filing. The disclosure also references prior notice in a Current Report filed August 21, 2025. The document does not state any use of proceeds, changes to governance, or other terms such as registration rights or restrictions on transfer.

Corporate Governance Expert

TL;DR: A direct equity sale to SoftBank is a material financing event; the filing confirms terms but provides limited ancillary governance detail.

Intel's Form 8-K discloses the core economic terms: 86,956,522 common shares issued, $23.00 per share, aggregate cash consideration of $2.0 billion, and par value of $0.001 per share. The Sale relied on Section 4(a)(2) as a private placement and references the Purchase Agreement dated August 28, 2025. The filing does not include details on any investor rights, board representation, registration undertakings, lock-up periods, or amendments to charter or bylaws that could accompany an equity transaction, so governance implications are not specified in the text provided.

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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 26, 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 26, 2025, Intel Corporation (the “Company”) completed the issuance and sale of 86,956,522 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to SoftBank Group Corp. (“SoftBank”) at a price per share of $23.00, for an aggregate purchase price in cash of $2.0 billion. The issuance and sale were undertaken pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated August 28, 2025, between the Company and Softbank, in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering, as previously disclosed by the Company in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 21, 2025.

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 29, 2025

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer