UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 30, 2026, Intel Corporation (“Intel”) issued $1,000,000,000 aggregate principal amount of 4.650% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2033 (the “2033 Notes”), $2,250,000,000 aggregate principal amount of 5.300% Senior Notes due 2036 (the “2036 Notes”), $1,750,000,000 aggregate principal amount of 6.125% Senior Notes due 2056 (the “2056 Notes”) and $500,000,000 aggregate principal amount of 6.200% Senior Notes due 2066 (the “2066 Notes” and, together with the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated April 27, 2026 (the “Underwriting Agreement”) among Intel and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein. The aggregate principal amount of the Notes is $6.5 billion, and the net proceeds from the offering are approximately $6.47 billion, before expenses but after deducting the underwriting discounts.
The offering of the Notes sold pursuant to the Underwriting Agreement was registered under Intel’s registration statement on Form S-3 filed on January 23, 2026 (File No. 333-292925) and the Notes were issued pursuant to an indenture between Intel and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), dated as of March 29, 2006 (the “Base Indenture”), as supplemented by the first supplemental indenture between Intel and the Trustee, dated as of December 3, 2007 (the “First Supplemental Indenture”), as further supplemented by the twenty-first supplemental indenture between Intel and the Trustee, dated as of April 30, 2026 (the “Twenty-First Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Twenty-First Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are attached as Exhibit 1.1 to this Current Report, Exhibit 4.4 to the registration statement on Form S-3 filed on March 30, 2006 (File No. 333-132865), Exhibit 4.2.4 to the annual report on Form 10-K filed on February 20, 2008 (File No. 000-06217) and Exhibit 4.1 to this Current Report, respectively, and incorporated by reference herein. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 4.650% Senior Note due 2031, the form of the 5.000% Senior Note due 2033, the form of the 5.300% Senior Note due 2036, the form of the 6.125% Senior Note due 2056 and the form of the 6.200% Senior Note due 2066, which are attached as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 to this Current Report, respectively, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Report.
| 5.1 |
Opinion of Gibson, Dunn and Crutcher LLP | |
| 23.1 |
Consent of Gibson, Dunn and Crutcher 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: April 30, 2026 | ||||||
| /s/ David Zinsner | ||||||
| David Zinsner | ||||||
| Executive Vice President and Chief Financial Officer | ||||||