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): ~~January~~February 2327, 2026

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 8.01 Other Events.

On ~~January~~February 2327, 2026, ~~the~~Frank ~~Company~~Yeary, ~~filed~~Chair aof ~~prospectus supplement with~~ the ~~Securities~~board ~~and~~of ~~Exchange~~directors ~~Commission~~ (the ~~“SEC”~~"Board") toof ~~supersede~~Intel ~~and~~Corporation ~~replace the prospectus supplement filed on September 5, 2025~~ (the “~~prior prospectus supplement~~Company”), ~~pursuant~~informed to the ~~terms~~Board ofthat ~~the~~he ~~Warrant~~intends ~~and~~to ~~Common~~retire ~~Stock~~from ~~Agreement, dated as of August 22, 2025 (~~the ~~“Purchase~~Board ~~Agreement”),~~effective byupon ~~and between~~ the ~~Company~~conclusion ~~and the United States Department~~ of ~~Commerce (~~the ~~“selling~~Company's ~~securityholder”). The~~2026 ~~prospectus~~Annual ~~supplement~~Meeting ~~was filed solely to transfer the registration~~ of ~~the~~Stockholders ~~offer~~ and, ~~sale~~as ofsuch, ~~the~~did ~~securities~~not ~~described~~wish ~~in the prior prospectus supplement~~ to ~~the~~stand ~~Company’s~~for ~~new~~reelection ~~registration~~at ~~statement~~such ~~referenced below~~meeting. The ~~securities~~Board ~~described~~has indetermined ~~the prospectus supplement are the same securities~~ that ~~were~~upon ~~registered on~~ the ~~prior~~conclusion ~~prospectus~~of ~~supplement~~2026 ~~and~~Annual ~~that~~Meeting ~~were~~of ~~issued~~Stockholders, ~~or are issuable pursuant to~~ the ~~Purchase~~Board ~~Agreement.~~size Noshall ~~new~~be ~~securities~~reduced ~~have~~from ~~been~~twelve ~~issued or are issuable~~ to ~~the~~eleven ~~selling securityholder~~directors.

~~The~~Item filing of the resale prospectus supplement is not itself a sale of securities by the selling securityholder and does not necessarily mean that the selling securityholder will choose to sell any securities7.01 Regulation IfFD ~~any securities are sold by the selling securityholder, the Company would not receive any proceeds from that sale~~Disclosure. ~~No securities will be issued or sold by the Company pursuant to the resale prospectus supplement.~~

~~The~~Intel’s ~~resale~~press ~~prospectus~~release, ~~supplement~~dated ~~was~~March ~~filed~~3, ~~pursuant~~2026 toannouncing the ~~Company’s~~retirement ~~automatic~~of ~~“shelf”~~Frank ~~Registration~~Yeary ~~Statement~~from onthe ~~Form~~Board ~~S-3ASR~~and ~~(File No. 333-292925), filed with~~ the ~~SEC~~naming onof ~~January~~Dr. ~~23,~~Craig ~~2026~~H. ~~The~~Barratt ~~Company~~as isthe ~~filing~~new ~~this~~Chair ~~current~~of ~~report to provide~~ the ~~legal~~Board, ~~opinion~~both effective as ~~to the validity~~ of the ~~shares~~conclusion of ~~common stock and~~ the ~~warrant~~2026 ~~covered~~Annual byMeeting ~~the~~of ~~resale prospectus supplement~~Stockholders, ~~which opinion~~ is attached ~~hereto~~ as Exhibit 599.1 and is incorporated ~~herein~~ by reference.

The information in this Item 7.01 and the press release attached as Exhibit 99.1 are 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
5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
99.1			Press release issued by Intel entitled "Intel Board Chair Frank D. Yeary to Retire Following Annual Meeting; Dr. Craig H. Barratt Elected as Chair" dated March 3, 2026.
23.1			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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:

~~January~~March 233, 2026

By:

/s/ April Miller Boise

April Miller Boise

Executive Vice President and Chief Legal Officer

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