[S-8] INTEL CORP Employee Benefit Plan Registration

Rhea-AI Filing Summary

Intel Corporation filed a Form S-8 registering 150,000,000 shares of common stock, par value $0.001 per share, issuable to eligible participants under the Intel Corporation 2006 Equity Incentive Plan, as amended and restated effective May 6, 2025.

The filing uses General Instruction E to register additional securities and incorporates prior S-8 filings by reference. This new registration is in addition to earlier S-8s, including 150,000,000 shares registered on September 25, 2023, and multiple prior registrations dating back to 2006.

The registration supports equity awards granted under the plan, which can include stock options, RSUs, and other equity-based incentives as governed by the plan documents.

As filed with the Securities and Exchange Commission on November 6, 2025    

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware									94-1672743
(State or other jurisdiction of incorporation)									(IRS Employer Identification No.)
2200 Mission College Boulevard, Santa Clara, California									95054-1549
(Address of principal executive offices)									(Zip Code)

Intel Corporation 2006 Equity Incentive Plan

(Full title of the plan)

April Miller Boise

Executive Vice President and Chief Legal Officer

2200 Mission College Boulevard

Santa Clara, CA 95054-1549

(Name and address of agent for service)

(408) 765-8080

(Telephone number, including area code, of agent for service)

Copies to:

Ronald O. Mueller, Esq.

Gibson, Dunn & Crutcher LLP

1700 M Street, N.W.

Washington, DC 20036-4504

(202) 955-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
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 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

This Registration Statement on Form S-8 (“Registration Statement”) is filed by Intel Corporation (“Intel”) relating to 150,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”), issuable to eligible participants under the Intel Corporation 2006 Equity Incentive Plan, as amended and restated (the “EIP”), which Common Stock is in addition to (i) the 150,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 25, 2023 (Commission File No. 333-274690); (ii) the 80,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on July 29, 2022 (Commission File No. 333-266386); (iii) the 80,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on January 24, 2020 (Commission File No. 333-236046); (iv) the 33,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on November 14, 2017 (Commission File No. 333-221555); (v) the 34,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on July 28, 2015 (Commission File No. 333-205904); (vi) the 123,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on July 30, 2013 (Commission File No. 333-190236); (vii) the 13,512,737 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on June 24, 2011 (Commission File No. 333-175123); (viii) the 369,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on June 26, 2009 (Commission File No. 333-160272); (ix) the 119,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on June 21, 2007 (Commission File No. 333-143932); and (x) the 175,000,000 shares of Common Stock registered on Intel’s Form S-8 filed with the Commission on June 21, 2006 (Commission File No. 333-135177) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of the Common Stock issuable under the EIP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.        Exhibits.

Exhibit        Description

No.

4.1*    Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 (incorporated by reference to Exhibit 3.1 of Intel’s Quarterly Report on Form 10-Q filed on October 27, 2023, Commission File No. 000-06217).

4.2*    Intel Corporation Bylaws, as amended and restated on November 29, 2023 (incorporated by reference to Exhibit 3.2 of Intel’s Current Report on Form 8-K filed on December 5, 2023, Commission File No. 000-06217).

5.1    Opinion of Gibson, Dunn & Crutcher LLP.

23.1    Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).

23.2    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24.1    Power of Attorney (included in signature page hereto).

99.1    Intel Corporation 2006 Equity Incentive Plan, as amended and restated effective May 6, 2025.

107.1    Filing Fee Table.

* Incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 6th day of November, 2025.

			INTEL CORPORATION Registrant
			By:						/s/    DAVID ZINSNER
									David Zinsner
									Executive Vice President, Chief Financial Officer
									(Principal Financial Officer)

Each person whose signature appears below constitutes and appoints David Zinsner and April Miller Boise, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/    LIP-BU TAN

Lip-Bu Tan

Chief Executive Officer, Director (Principal Executive Officer)

November 6, 2025

/s/    DAVID ZINSNER

David Zinsner

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

November 6, 2025

/s/    SCOTT GAWEL

Scott Gawel

Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer)

November 6, 2025

/s/    JAMES J. GOETZ

James J. Goetz

Director

November 6, 2025

/s/    DR. ANDREA J. GOLDSMITH

Dr. Andrea J. Goldsmith

Director

November 6, 2025

/s/    ALYSSA H. HENRY

Alyssa H. Henry

Director

November 6, 2025

/s/    ERIC MEURICE

Eric Meurice

Director

November 6, 2025

/s/    BARBARA G. NOVICK

Barbara G. Novick

Director

November 6, 2025

/s/    STEVE SANGHI

Steve Sanghi

Director

November 6, 2025

/s/    GREGORY D. SMITH

Gregory D. Smith

Director

November 6, 2025

/s/    STACY J. SMITH

Stacy J. Smith

Director

November 6, 2025

/s/    DION J. WEISLER

Dion J. Weisler

Director

November 6, 2025

/s/    FRANK D. YEARY

Frank D. Yeary

Chair of the Board and Director

November 6, 2025

FAQ

How many shares did INTC register on this Form S-8?

Intel registered 150,000,000 shares of common stock for issuance under its equity incentive plan.

Which plan is covered by this S-8 for INTC?

The Intel Corporation 2006 Equity Incentive Plan, as amended and restated effective May 6, 2025.

Is this S-8 in addition to prior Intel registrations?

Yes. It is in addition to prior S-8s, including 150,000,000 shares registered on September 25, 2023 and earlier registrations.

What is the par value of the registered INTC shares?

Each registered common share has a par value of $0.001.

What SEC provision did Intel use for this additional registration?

Intel relied on General Instruction E to Form S-8 to register additional securities and incorporated prior S-8 contents by reference.

Who signed the S-8 for Intel?

It was signed on behalf of Intel by David Zinsner, Executive Vice President and Chief Financial Officer.