NVIDIA took $5 billion of Intel stock — a one-page 8-K built from Item 3.02 alone
Intel disclosed in an 8-K that on December 26, 2025 it issued and sold 214,776,632 shares of common stock to NVIDIA at $23.28 per share for $5.0 billion in cash. The transaction relied on the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, and the filing consists of Item 3.02 alone.
Filing key facts
- CompanyINTEL CORP (INTC)
- FormCurrent report (8-K)
- ExchangeNasdaq
- Industry (SIC)Semiconductors & Related Devices
- Filing date2025-12-29
- Period2025-12-26
- 8-K events3.02 Unregistered sales of equity securities
- Accession no.0000050863-25-000204
Key points
- Intel issued and sold 214,776,632 common shares to NVIDIA at $23.28 per share for $5.0 billion in cash on December 26, 2025.
- It proceeded under a Securities Purchase Agreement dated September 15, 2025, relying on the Section 4(a)(2) private placement exemption.
- The agreement was already disclosed in an 8-K filed September 18, 2025; this filing reports completion.
- The 8-K consists of Item 3.02 alone, and the body runs short.
- Of the 644 SEC filings this site holds as of 2026-09-02, 442 are 8-K family filings and only 6 include Item 3.02.
1An 8-K made of a single item
Most 8-K filings combine several items — results accompanied by an exhibit index, a press release furnished alongside. This one consists of Item 3.02, unregistered sales of equity securities, alone, and the body runs short. There was one fact to disclose, and it was plain.
2What happened
Between two companies that compete in semiconductor design while sitting adjacent in the supply chain, one took $5 billion of the other stock. The agreement itself is dated September 15, 2025 and its existence was disclosed in an 8-K filed that September 18. This filing reports that the transaction under it actually closed.
Agreement and completion disclosed separately is a pattern shared with other 8-K filings this site covers.
3What unregistered means
The cited basis is Section 4(a)(2) of the Securities Act of 1933, which exempts transactions not involving a public offering from registration — a private placement. Selling directly to a specific counterparty after negotiation, rather than offering broadly, requires no registration for a public offering. In exchange, the facts are made known afterward through disclosure, and Item 3.02 is the field for it.
4A rare item code
Of the 644 SEC filings this site holds as of 2026-09-02, 442 are 8-K family filings. Only 6 include Item 3.02, against 162 carrying results (Item 2.02) and 116 carrying officer changes (Item 5.02). A listed company issuing shares normally does so publicly, and a private placement is used where the counterparty and purpose are specific. The rarity of the item speaks to the character of the transaction.
Why it matters
One company took a large stake in another that it competes with in design and sits beside in the supply chain. That a private placement was chosen indicates a transaction with a specific counterparty and purpose, making it primary material for reading shifts in capital relationships.
FAQ
What is an unregistered sale of equity securities?
Why are there two 8-K filings?
Sources (primary)
This article is an independent organization based on the U.S. SEC official disclosures below. Always verify the exact, latest details with the original filing.
- SEC EDGAR (filing index)
- Primary document (original)
- Accession no.：0000050863-25-000204