INTEL CORP SEC Filings

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.

Intel completed a majority-sale of its Altera business and adjusted its operating expense targets. Intel and an affiliate of Silver Lake entered a transaction agreement on April 14, 2025, and closed the transaction on September 12, 2025. The purchaser acquired 51% of Altera for an equity value of approximately $3.3 billion, while Intel retained a 49% interest and contributed both parties' interests into a newly formed limited partnership governed by an amended and restated LPA. Intel's consolidated financial statements for Q3 2025 will include Altera's results from June 29, 2025 through September 11, 2025; after closing on September 12, Intel will account for its minority investment under the equity method. Altera's results as a segment in H1 2025 showed revenue of $816 million, gross margin of 55%, and operating expenses of $356 million. Intel revised its full-year 2025 non-GAAP operating expense target to $16.8 billion (from $17 billion) to reflect Altera's deconsolidation; the full-year 2026 operating expense target remains $16 billion. The filing reiterates a range of business risks disclosed elsewhere.

Intel Corporation disclosed that Michelle Johnston Holthaus, Chief Executive Officer of Intel Products, notified the company on September 7, 2025 that she will resign for "Good Reason" under her Offer Letter dated February 28, 2025. She agreed to remain in a non-executive transition role through March 1, 2026 to support handover activities. Upon departure, she will be eligible for severance benefits under the Intel Corporation Executive Severance Plan in exchange for a release of claims. The report lists exhibits under Financial Statements and Exhibits but does not include additional financial metrics or compensation amounts.

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.

Intel Corporation filed a prospectus supplement registering resale of securities issued under a Warrant and Common Stock Agreement dated August 22, 2025. The company states the selling securityholder may offer shares or warrants independently and that Intel will not receive proceeds from secondary sales. The Warrant has an initial exercise price of $20.00 per share, is exercisable only upon a defined Triggering Event, and expires on the fifth anniversary of the Closing Date. The prospectus notes the company’s Nasdaq ticker INTC and a last reported share price of $24.61 on September 4, 2025. It discloses a cap that issued shares under the Purchase Agreement and Warrant may not exceed 19.9% of pre-transaction outstanding shares without stockholder approval and reports 4,670,261,514 shares outstanding for ownership calculations as of September 1, 2025.

Intel Corp insider filing: This Form 4, reporting transactions dated 09/02/2025 and filed 09/04/2025, discloses activity by Scott Gawel, CVP and Chief Accounting Officer. The filing shows multiple restricted stock unit (RSU) vesting events (code M) that converted to common stock: 2,418, 7,860 and 2,025 RSUs, each representing the right to one share on vesting. The filing also shows open-market or plan-based disposals (code F) of 1,199, 3,897 and 1,004 shares at $23.96 per share. The report lists 29,138.36 shares beneficially owned directly following the last reported transaction and 45,806.022 shares indirectly held through a family trust.

Intel entered into an Implementing Amendment to its Direct Funding Agreement with the U.S. Department of Commerce that removes prior project milestone conditions and several other contractual restrictions while preserving key CHIPS Act limitations. The company certified it has already spent at least $7.865 billion in eligible costs under the agreement.

Concurrently, at closing under a related Purchase Agreement, Intel received accelerated DFA disbursements of $5.695 billion and issued the DOC 274,583,000 shares of common stock plus a warrant to buy up to 240,516,150 shares; an additional 158,740,000 shares were placed into escrow to be released as further CHIPS Act disbursements are made. Remaining DFA and CHIPS Act constraints still prohibit use of award funds for dividends or buybacks, limit certain foreign expansions and collaborations, and preserve remedies for the DOC in the event of breach, including potential repayment of awards.

Intel Corporation entered a Purchase Agreement with the U.S. Department of Commerce (DOC) under which the company agreed to issue up to 433,323,000 shares of common stock: 274,583,000 shares to be issued on the Closing Date (based on $20.74 per share if all Released Funds are received) and 158,740,000 shares to be held in escrow and released as Secure Enclave Disbursements are received (priced at $20.00 per share). The DOC will also receive warrants exercisable for up to 240,516,150 shares at an exercise price of $20.00 per share; warrants vest and become exercisable only if Intel ceases to directly or indirectly own at least 51% of its foundry business, and expire five years after closing.

The Purchase Agreement contemplates a Closing Date of August 26, 2025 (or as soon as practicable thereafter). Securities will be non-transferable by the DOC until after the first anniversary of closing and subject to restrictions thereafter. The Company must file a resale registration statement with the SEC on or before September 5, 2025. The filing also adds risk factors describing timing and funding uncertainties, potential dilution to existing stockholders, governance and voting impacts from significant DOC ownership, possible adverse effects on non-U.S. business, and other consequences from government ownership.

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.