INTEL CORP files 424B5: prospectus (424B)
Prospectus Supplement (To Prospectus dated January 23, 2026)
We are offering $1,000,000,000 of 4.650% Senior Notes due 2031 (the “2031 notes”), $1,000,000,000 of 5.000% Senior Notes due 2033 (the “2033 notes”), $2,250,000,000 of 5.300% Senior Notes due 2036 (the “2036 notes”), $1,750,000,000 of 6.125% Senior Notes due 2056 (the “2056 notes”), and $500,000,000 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”).
The 2031 notes will bear interest at a rate of 4.650% per annum and will mature on June 1, 2031. The 2033 notes will bear interest at a rate of 5.000% per annum and will mature on August 15, 2033. The 2036 notes will bear interest at a rate of 5.300% per annum and will mature on May 15, 2036. The 2056 notes will bear interest at a rate of 6.125% per annum and will mature on May 15, 2056. The 2066 notes will bear interest at a rate of 6.200% per annum and will mature on May 15, 2066.
We may redeem some or all of the notes at any time or from time to time at the redemption prices set forth under the heading “Description of Notes—Optional Redemption” in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. There is no sinking fund for the notes. Each series of notes is a new issue of securities with no established trading market. The notes are not and will not be listed on any securities exchange.
Investing in these securities involves certain risks. See “ Risk Factors ” beginning on page S-7 of this prospectus supplement.
(1) The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from April 30, 2026.
(2) The underwriters have agreed to reimburse us for certain of our expenses. See “Underwriting (Conflicts of Interest).”
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about April 30, 2026, which is the third business day following the date of this prospectus supplement (such settlement being referred to as “T+3”). See “Underwriting (Conflicts of Interest).”
Joint Book-Running Managers
Citigroup J.P. Morgan
Barclays BofA Securities Deutsche Bank Securities
Goldman Sachs & Co. LLC Morgan Stanley
Co-Managers BNP PARIBAS Mizuho RBC Capital Markets TD Securities Wells Fargo Securities
COMMERZBANK Credit Agricole CIB ICBC Standard Bank NatWest OCBC Standard Chartered Bank
Academy Securities Loop Capital Markets Siebert Williams Shank
PROSPECTUS SUPPLEMENT Page
About This Prospectus Supplement S-ii
Where You Can Find More Information S-ii
Information Incorporated by Reference S-iv
Forward-Looking Statements S-1
Prospectus Supplement Summary S-4
Risk Factors S-7 Use of Proceeds S-10
Capitalization S-11 Description of Notes S-14
Certain Material U.S. Federal Income Tax Considerations S-25
Underwriting (Conflicts of Interest) S-30
Validity of the Notes S-36
PROSPECTUS About This Prospectus ii
The Company 1 Forward-Looking Statements 1
Risk Factors 2 Use of Proceeds 2
Description of Debt Securities 2
Description of Capital Stock 8
Description of Other Securities 9
Plan of Distribution 10 Selling Securityholders 11
Legal Matters 11 Experts 11
Where You Can Find More Information 11
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are exclusively our obligations and are not obligations of any of our subsidiaries. A significant portion of our operations is conducted through our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively subordinated to all liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish, and the indenture will not restrict the ability of our subsidiaries to incur indebtedness that would be structurally senior to the notes.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the notes.
The notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness, including senior unsecured guarantees of indebtedness. The indenture governing the notes permits us and our subsidiaries to incur additional debt, including secured debt. If we incur any secured debt, our assets and the assets of our subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade creditors. If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes and the previously issued notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then outstanding would remain unpaid.
The limited covenants in the indenture for the notes and the terms of the notes do not provide protection against some types of important corporate events and may not protect your investment.
The indenture for the notes does not:
• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;
• limit our subsidiaries’ ability to incur indebtedness, which could structurally rank senior to the notes;
• limit our ability to incur secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing the indebtedness, or to engage in sale/leaseback transactions;