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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 15, 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 15, 2025, Intel Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NVIDIA Corporation (“NVIDIA”) pursuant to which NVIDIA agreed to purchase 214,776,632 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at $23.28 per share, representing an aggregate purchase price in cash of $5.0 billion. The Shares are to be issued in a private placement in reliance on the exemption provided by 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 the closing of the transaction is subject to customary closing conditions, including the expiration of any applicable waiting periods, and receipt of any required approvals, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement does not provide for any governance or information rights beyond those applicable to Intel shareholders generally.
Item 7.01 Regulation FD Disclosure.
The Company’s press release, dated September 18, 2025, announcing the private placement contemplated by the Purchase Agreement and a collaboration between Intel and NVIDIA to develop AI infrastructure and personal computing products 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
| | | | | |
| Exhibit Number | Description |
| 99.1 | |
| 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.
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| | | INTEL CORPORATION (Registrant) |
| | | | | |
| Date: | September 18, 2025 | | By: | | /s/ April Miller Boise |
| | | | | April Miller Boise |
| | | | | Executive Vice President and Chief Legal Officer |
Exhibit 99.1
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
News Release
Intel to design and manufacture custom data center and client CPUs with NVIDIA NVLink; NVIDIA to invest $5 billion in Intel common stock
SANTA CLARA, Calif., Sept. 18, 2025 (GLOBE NEWSWIRE) -- NVIDIA (NASDAQ: NVDA) and Intel Corporation (NASDAQ: INTC) today announced a collaboration to jointly develop multiple generations of custom data center and PC products that accelerate applications and workloads across hyperscale, enterprise and consumer markets.
The companies will focus on seamlessly connecting NVIDIA and Intel architectures using NVIDIA NVLink — integrating the strengths of NVIDIA’s AI and accelerated computing with Intel’s leading CPU technologies and x86 ecosystem to deliver cutting-edge solutions for customers.
For data centers, Intel will build NVIDIA-custom x86 CPUs that NVIDIA will integrate into its AI infrastructure platforms and offer to the market.
For personal computing, Intel will build and offer to the market x86 system-on-chips (SOCs) that integrate NVIDIA RTX GPU chiplets. These new x86 RTX SOCs will power a wide range of PCs that demand integration of world-class CPUs and GPUs.
NVIDIA will invest $5 billion in Intel’s common stock at a purchase price of $23.28 per share. The investment is subject to customary closing conditions, including required regulatory approvals.
“AI is powering a new industrial revolution and reinventing every layer of the computing stack — from silicon to systems to software. At the heart of this reinvention is NVIDIA’s CUDA architecture,” said NVIDIA founder and CEO Jensen Huang. “This historic collaboration tightly couples NVIDIA’s AI and accelerated computing stack with Intel’s CPUs and the vast x86 ecosystem — a fusion of two world-class platforms. Together, we will expand our ecosystems and lay the foundation for the next era of computing.”
“Intel’s x86 architecture has been foundational to modern computing for decades — and we are innovating across our portfolio to enable the workloads of the future,” said Lip-Bu Tan, CEO of Intel. “Intel’s leading data center and client computing platforms, combined with our process technology, manufacturing and advanced packaging capabilities, will complement NVIDIA’s AI and accelerated computing leadership to enable new breakthroughs for the industry. We appreciate the confidence Jensen and the NVIDIA team have placed in us with their investment and look forward to the work ahead as we innovate for customers and grow our business.”
Press Conference: The CEOs of NVIDIA and Intel will conduct a webcast press conference at 10 a.m. Pacific time (1 p.m. Eastern time) today to discuss the announcement. The webcast will be available for the public to listen in here: https://events.q4inc.com/attendee/108505485
About NVIDIA
NVIDIA (NASDAQ: NVDA) is the world leader in AI and accelerated computing.
Press Contact: Ken Brown, NVIDIA PR, press@nvidia.com
NVIDIA forward-looking statements:Certain statements in this press release including, but not limited to, statements as to: AI powering a new industrial revolution and reinventing every layer of the computing stack — from silicon to systems to software; together, NVIDIA and Intel expanding their ecosystems and lay the foundation for the next era of computing; the benefits, impact, performance, and availability of NVIDIA’s products, services, and technologies; expectations with respect to NVIDIA’s third party arrangements, including with its collaborators and partners; expectations with respect to technology developments; and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic and political conditions; NVIDIA’s reliance on third parties to manufacture, assemble, package and test NVIDIA’s products; the impact of technological development and competition; development of new products and technologies or enhancements to NVIDIA’s existing product and technologies; market acceptance of NVIDIA’s products or NVIDIA’s partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of NVIDIA’s products or technologies when integrated into systems; and changes in applicable laws and regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
About Intel
Intel (Nasdaq: INTC) is an industry leader, creating world-changing technology that enables global progress and enriches lives. Inspired by Moore’s Law, we continuously work to advance the design and manufacturing of semiconductors to help address our customers’ greatest challenges. By embedding intelligence in the cloud, network, edge and every kind of computing device, we unleash the potential of data to transform business and society for the better. To learn more about Intel’s innovations, go to newsroom.intel.com and intel.com.
Press Contact: Cory Pforzheimer, Intel Corporate and Product Communications, cory.pforzheimer@intel.com
Intel forward-looking statements:This press release contains certain forward-looking statements related to the collaboration agreement between NVIDIA and Intel, the benefits expected from such agreement, and the anticipated equity investment by NVIDIA in Intel common stock. Words such as “expect,” “plan,” “intend” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on the parties’ expectations as of the date they were first made and involve risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, among others, the risk that the anticipated benefits of the collaboration agreement may not materialize, uncertainties as to the timing and success of any products that may be developed through the collaboration, uncertainties as to the timing of the closing of the equity investment, the potential failure to satisfy the conditions to the closing of the equity investment,
including the expiration or termination of any applicable waiting periods, and the receipt of any required approvals, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other risks detailed in Intel’s filings with the SEC . Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in the documents Intel files from time to time with the SEC that disclose risks and uncertainties that may affect its business. Intel does not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.
