Intel Corp Files 8-K: Material Agreements & Equity Sales

TL;DR

Intel filed an 8-K on 8/25 for 8/22 events - material agreements, equity sales, and other disclosures.

AI Summary

Intel Corporation filed an 8-K on August 25, 2025, reporting on events that occurred on August 22, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, Regulation FD disclosures, and other events, including financial statements and exhibits.

Why It Matters

This 8-K filing by Intel Corporation signals significant corporate actions, including potential new agreements and equity transactions, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Numbers

• 000-06217 — SEC File Number (Identifies Intel's filing with the SEC.)
• 94-1672743 — IRS Employer Identification No. (Intel's tax identification number.)

Key Players & Entities

• INTEL CORPORATION (company) — Registrant
• 0000050863 (company) — Central Index Key
• 94-1672743 (company) — IRS Employer Identification No.
• Delaware (company) — State of Incorporation
• August 22, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Date of Report
• Santa Clara, California (company) — Principal Executive Offices Location
• 408-765-8080 (company) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value INTC Nasdaq Global Select Mar
• $8,869,800,000 — Government ") agreed to make a total of $8,869,800,000 of disbursements to the Company, consis
• $5,695,000,000 — " DFA ") with the DOC in the amount of $5,695,000,000, to be paid as promptly as practicable
• $3,174,800,000 — elow) (the " Released Funds "), and (2) $3,174,800,000 of disbursements (the " Secure Enclave
• $20.74 — described below, and corresponding to a $20.74 per share price if all Released Funds a
• $20.00 — ements are received (corresponding to a $20.00 per share price); and (ii) warrants (th

Filing Documents

• intc-20250822.htm (8-K) — 55KB
• a08222025formex101stockand.htm (EX-10.1) — 353KB
• a08222025form8-kex991.htm (EX-99.1) — 19KB
• image_0.jpg (GRAPHIC) — 0KB
• intc-20250822_g1.jpg (GRAPHIC) — 5KB
• unboxedlogo_20202.jpg (GRAPHIC) — 24KB
• 0000050863-25-000129.txt ( ) — 664KB
• intc-20250822.xsd (EX-101.SCH) — 2KB
• intc-20250822_lab.xml (EX-101.LAB) — 21KB
• intc-20250822_pre.xml (EX-101.PRE) — 12KB
• intc-20250822_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2025, Intel Corporation (the " Company ") entered into a Warrant and Common Stock Agreement (the " Purchase Agreement ," and the transactions contemplated thereby, the " Transaction ") with the United States Department of Commerce (the " DOC "). Pursuant to the terms of the Purchase Agreement, the Federal Government of the United States of America (the " US Government ") agreed to make a total of $8,869,800,000 of disbursements to the Company, consisting of (1) the acceleration of certain disbursements under the Company's Direct Funding Agreement (the " DFA ") with the DOC in the amount of $5,695,000,000, to be paid as promptly as practicable in accordance with applicable law after the Closing Date (as defined below) (the " Released Funds "), and (2) $3,174,800,000 of disbursements (the " Secure Enclave Disbursements " and, together with the Released Funds, the " Disbursements ") in respect of the Company's agreement with the US Government under the CHIPS Act's Secure Enclave program (" Secure Enclave ") to be made on the terms and conditions of Secure Enclave. Pursuant to the terms of the Purchase Agreement, and as compensation to the US Government for, and as a condition to the DOC's willingness to permit, the Disbursements, the Company agreed to issue to the DOC: (i) up to 433,323,000 shares (the " Shares ") of the Company's common stock, par value $0.001 per share (the " common stock "), of which 274,583,000 Shares are to be issued to the DOC on the Closing Date (or such later date or dates as the Released Funds are received as described below, and corresponding to a $20.74 per share price if all Released Funds are received by the Company) (the " Issued Shares ") and 158,740,000 Shares are to be issued into escrow for the benefit of the DOC (the " Escrowed Shares ") and to be released as the Secure Enclave Disbursements are received (corresponding to a $20.00 per share price); and (ii) warrant

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference herein. The offer and sale of the Shares and the Warrants will be made in reliance upon an exemption from registration under the Securities Act of 1933 (the " Securities Act "), pursuant to Section 4(a)(2) thereof for a sale of securities in transactions not involving any public offering. Any Warrant Shares issued upon exercise of the Warrants will be issued in reliance upon the exemption from registration in Section 4(a)(2) or, in the case of a cashless or net share exercise, Section 3(a)(9) of the Securities Act, as applicable.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company's press release, dated August 22, 2025, announcing the Transaction 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.

01 Other Events

Item 8.01 Other Events. The Company is providing the additional risk factor to supplement the risks described in "Risk Factors" in the Company's 2024 Form 10-K, Q1 2025 Form 10-Q and Q2 2025 Form 10-Q.

Risk Factors

Risk Factors The consummation of the transactions under the Purchase Agreement are subject to a number of risks and uncertainties and the US Government's ownership of significant equity interests in the Company may subject the Company and it stockholders to a number of additional risks and uncertainties, any of which could have a material adverse effect on the Company's business, financial condition and results of operations or adversely impact the interests of our other stockholders. The timing of consummation of the transactions and the receipt of funding, and the ability to satisfy the conditions to funding, remain uncertain . The accelerated DFA funds are not required to be delivered on the Closing Date or by any specified date, and there can be no assurance the Company will receive the funds on the timeline or in the amounts anticipated. In addition, future disbursements for Secure Enclave are subject to conditions in the underlying program, and the Company may not meet those conditions. Further, the Company's receipt of funds depends on the availability of appropriations from the legislative branch of the U.S. government and the ability of the executive branch of the U.S. government to obtain funding and support contemplated by the transaction. The transactions are subject to risks from changes in laws, regulations, or their interpretations, as well as shifts in federal administration and congressional priorities . The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable. In addition, the terms of the Purchase Agreement are subject to unilateral amendment by the DOC to comply with future changes in federal law. Further, while the DOC is contractually bound under the Purchase Agreement, no other agency or branch of the US Government has made commitments to support, refrain from challenging or otherwise impeding the transaction. Legal ch

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are provided as part of this report: Exhibit Number Description 4.1 Form of Warrant (contained in Exhibit 10.1) 10.1 Warrant and Common Stock Agreement, dated August 22, 2025 by and between Intel Corporation and the United States Department of Commerce 99.1 Press Release, dated August 22, 2025 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURES

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: August 25, 2025 By: /s/ April Miller Boise April Miller Boise Executive Vice President and Chief Legal Officer

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View this 8-K filing on SEC EDGAR