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EX-99.1

2 nxp1q26exhibit991.htm

EX-99.1

Document

NXP Semiconductors Reports First Quarter 2026 Results

EINDHOVEN, The Netherlands, April 28, 2026 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the first quarter, which ended March 29, 2026. “NXP delivered quarterly revenue of $3.18 billion, up 12% year over year, with broad-based improvement across all of our focus end markets, led by our company-specific growth drivers. Our growth reflects sustained investment, disciplined execution, and growing customer adoption of our differentiated portfolio, particularly in industrial and automotive processing that supports software-defined vehicles and physical AI. The momentum we have built is expected to accelerate through the remainder of 2026, with progress increasingly extending across the core of our business. We remain committed to disciplined investment, margin expansion, and portfolio optimization to deliver sustainable, long-term value for our shareholders,” said Rafael Sotomayor, NXP President and Chief Executive Officer.

Key Highlights for the First Quarter 2026:

•Revenue was $3.18 billion, up 12 percent year-on-year;

•GAAP gross margin was 56.2 percent, GAAP operating margin was 47.3 percent and GAAP diluted Net Income per Share was $4.43;

•Non-GAAP gross margin was 57.1 percent, non-GAAP operating margin was 33.1 percent, and non-GAAP diluted Net Income per Share was $3.05;

•Cash flow from operations was $793 million, with net capex investments of $79 million, resulting in non-GAAP free cash flow of $714 million or 22.4 percent of revenue;

•Capital return during the quarter was $358 million, representing 50.1 percent of first quarter non-GAAP free cash flow. Share buybacks were $102 million and dividends paid during the quarter were $256 million. After the end of the first quarter, between March 30, 2026, and April 24, 2026, NXP executed via a 10b5-1 program additional share repurchases totaling $32 million;

•On January 5, 2026, NXP repaid the $500 million aggregate principal amount of outstanding 5.35% senior unsecured notes due March 1, 2026, at par using available cash;

•On January 5, 2026, NXP unveiled the S32N7 super-integration processor series to enable a new era where carmakers can digitalize the core functions of every vehicle;

•On January 6, 2026, NXP and GE HealthCare announced a collaboration to pioneer new advancements in edge AI innovation leveraging NXP’s long history in secure, high-performance edge processing;

•On January 6, 2026 NXP announced its new eIQ Agentic AI Framework, advancing its leadership in secure, real-time edge AI;

•On February 2, 2026, NXP completed the previously disclosed sale of our MEMS Sensors business, resulting in cash proceeds of $878 million at closing. This resulted in a one-time gain on the sale of $627 million recorded in Other income (expense) and providing a positive benefit to GAAP operating margin;

•On March 9, 2026, NXP announced the i.MX 93W applications processor, expanding NXP’s i.MX 93 family; and

•On March 16, 2026, NXP announced innovative robotics solutions developed in collaboration with NVIDIA for reliable, secure, real-time data processing and transport and advanced networking, enabling sensor fusion.

1

Summary of Reported First Quarter 2026 ($ millions, unaudited) (1)

Q1 2026Q4 2025Q1 2025Q - QY - Y

Total Revenue$3,181 $3,335 $2,835 -5%12%

GAAP Gross Profit$1,788 $1,807 $1,560 -1%15%

Gross Profit Adjustments (i) $(27)$(106)$(31)

Non-GAAP Gross Profit$1,815 $1,913 $1,591 -5%14%

GAAP Gross Margin56.2 %54.2 %55.0 %

Non-GAAP Gross Margin57.1 %57.4 %56.1 %

GAAP Operating Income (Loss)$1,505 $744 $723 102%108%

Operating Income Adjustments (i) $453 $(410)$(181)

Non-GAAP Operating Income$1,052 $1,154 $904 -9%16%

GAAP Operating Margin47.3 %22.3 %25.5 %

Non-GAAP Operating Margin33.1 %34.6 %31.9 %

GAAP Net Income (Loss) attributable to Stockholders$1,122 $455 $490 147%129%

Net Income Adjustments (i) $348 $(396)$(183)

Non-GAAP Net Income (Loss) Attributable to Stockholders$774 $851 $673 -9%15%

GAAP diluted Net Income (Loss) per Share (ii) $4.43 $1.79 $1.92 147%130%

Non-GAAP diluted Net Income (Loss) per Share (ii)

$3.05 $3.35 $2.64 -9%16%

Additional information

Q1 2026Q4 2025Q1 2025Q - QY - Y

Automotive$1,782 $1,876 $1,674 -5%6%

Industrial & IoT$628 $640 $508 -2%24%

Mobile$391 $485 $338 -19%16%

Comm. Infra. & Other$380 $334 $315 14%21%

DIO165154169

DPO 596062

DSO342934

Cash Conversion Cycle140123141

Channel Inventory (weeks)11109

Gross Financial Leverage (iii) 2.4x2.6x2.4x

Net Financial Leverage (iv) 1.7x1.9x1.6x

1.Additional Information for the First Quarter 2026:

i.For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.

ii.Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.

iii.Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.

iv.Net fi

nxpi-202602020001413447false00014134472026-02-022026-02-02

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): February 2, 2026

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On February 2, 2026, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated February 2, 2026 entitled: "NXP Semiconductors Reports Fourth Quarter and Full-Year 2025 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: February 3, 2026

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202510270001413447false00014134472025-10-272025-10-27

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): October 27, 2025

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On October 27, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Following the previous announcement on April 28, 2025, Kurt Sievers has voluntarily retired as CEO and executive director of NXP Semiconductors N.V. (the “Company”), effective October 28, 2025. The Company’s Board of Directors (the “Board”) has unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President and CEO and temporary executive director of the Company effective as of October 28, 2025. A description of the Employment Agreement and Management Agreement related to Mr. Sotomayor’s service as President and CEO and temporary executive director as well as copies of these agreements can be found on the Current Report on Form 8-K filed by the Company on April 28, 2025. In connection with Mr. Sotomayor’s appointment, the Human Resources and Compensation Committee of the Board has determined that Mr. Sotomayor will receive a gross annual base salary of $1,050,000, with a target annual incentive amount of 170% of his base salary under the Company’s annual incentive plan. In connection with Mr. Sotomayor’s appointment as President and CEO, Mr. Sotomayor will be awarded long term incentive equity awards with a total grant value of $10,500,000, 30% in the form of restricted share units and 70% in the form of performance restricted share units, subject to substantially the same terms and conditions (including vesting and performance conditions) as established for other executive officers of the Company.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated October 27, 2025 entitled: "NXP Semiconductors Reports Third Quarter 2025 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: October 28, 2025

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202507210001413447false00014134472025-07-212025-07-21

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): July 21, 2025

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On July 21, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated July 21, 2025 entitled: "NXP Semiconductors Reports Second Quarter 2025 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: July 22, 2025

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202504280001413447false00014134472025-04-282025-04-28

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): April 28, 2025

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On April 28, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 23, 2025, Mr. Kurt Sievers, the CEO and President of NXP Semiconductors N.V. (the “Company”), provided notice that he would voluntarily retire as CEO and executive director of the Company on October 28, 2025. Following its CEO succession planning process, NXP’s Board of Directors has unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company effective as of October 28, 2025, the date of retirement of Mr. Sievers from his CEO and executive director role. Mr. Sotomayor previously served as the Company’s executive vice president and general manager of Secure Connected Edge and a member of the Company’s executive management team since 2020. Upon Mr. Sotomayor’s appointment as CEO, Mr. Sievers will serve as a strategic advisor to the Company through December 31, 2025 to assist in the leadership transition. Mr. Sievers’ departure is a purely personal decision and not related to any disagreement with the Board of Directors, or any issues relating to the strategic or financial performance of the company.

In connection with Mr. Sotomayor’s appointment, Mr. Sotomayor and the Company entered into a Management Agreement (the “Management Agreement”) and NXP USA, Inc., a wholly owned indirect subsidiary of the Company, and Mr. Sotomayor entered into an employment agreement (the “Employment Agreement”). The Management Agreement provides that Mr. Sotomayor has been designated by the Board as President of NXP as of April 28, 2025 and CEO and temporary executive director of the Company in accordance with article 18.7 of the Company’s articles of association as of the retirement of Mr. Sievers on October 28, 2025. Furthermore, the Management Agreement provides that the Board intends to nominate Mr. Sotomayor for appointment by the general meeting of NXP as executive director and member of the Board with effect from the date of the annual general meeting of NXP to be held in 2026. Under the Management Agreement, Mr. Sotomayor will receive an annual gross fixed cash fee for his service as executive director (including his

nxpi-202502030001413447false00014134472025-02-032025-02-03

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): February 3, 2025

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On February 3, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2024. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated February 3, 2025 entitled: "NXP Semiconductors Reports Fourth Quarter and Full-year 2024 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: February 4, 2025

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202411040001413447false00014134472024-11-042024-11-04

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): November 4, 2024

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On November 4, 2024, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2024. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated November 4, 2024 entitled: "NXP Semiconductors Reports Third Quarter 2024 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: November 4, 2024

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202407220001413447false00014134472024-07-222024-07-22

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): July 22, 2024

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On July 22, 2024, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2024. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated July 22, 2024 entitled: "NXP Semiconductors Reports Second Quarter 2024 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: July 22, 2024

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202404290001413447false00014134472024-04-292024-04-29

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): April 29, 2024

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On April 29, 2024, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2024. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated April 29, 2024 entitled: "NXP Semiconductors Reports First Quarter 2024 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: April 29, 2024

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202402050001413447false00014134472024-02-052024-02-05

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): February 5, 2024

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On February 5, 2024, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated February 5, 2024 entitled: "NXP Semiconductors Reports Fourth Quarter and Full-year 2023 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: February 6, 2024

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202311060001413447false00014134472023-11-062023-11-06

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): November 6, 2023

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On November 6, 2023, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated November 6, 2023 entitled: "NXP Semiconductors Reports Third Quarter 2023 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: November 7, 2023

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202307240001413447false00014134472023-07-242023-07-24

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): July 24, 2023

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On July 24, 2023, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated July 24, 2023 entitled: "NXP Semiconductors Reports Second Quarter 2023 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: July 25, 2023

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202305010001413447false00014134472023-05-012023-05-01

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): May 1, 2023

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On May 1, 2023, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated May 1, 2023 entitled: "NXP Semiconductors Reports First Quarter 2023 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: May 2, 2023

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202301300001413447false00014134472023-01-302023-01-30

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 30, 2023

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On January 30, 2023, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2022. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01    Other Events.

On January 30, 2023 the Board of Directors of the Company approved the payment of an interim dividend for the first quarter of 2023 of $1.014 per ordinary share. The interim dividend will be paid on April 5, 2023 to shareholders of record as of March 15, 2023.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated January 30, 2023 entitled: "NXP Semiconductors Reports Fourth Quarter and Full-year 2022 Results Announces Increase of Quarterly Dividend".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: January 31, 2023

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202210310001413447false00014134472022-10-312022-10-31

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): October 31, 2022

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On October 31, 2022, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2022. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated October 31, 2022 entitled: "NXP Semiconductors Reports Third Quarter 2022 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: November 1, 2022

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202207250001413447false00014134472022-07-252022-07-25

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): July 25, 2022

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On July 25, 2022, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2022. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated July 25, 2022 entitled: "NXP Semiconductors Reports Second Quarter 2022 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: July 26, 2022

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202205020001413447false00014134472022-05-022022-05-02

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): May 2, 2022

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On May 2, 2022, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2022. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated May 2, 2022 entitled: "NXP Semiconductors Reports First Quarter 2022 Results". 104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: May 3, 2022

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202201310001413447false00014134472022-01-312022-01-31

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 31, 2022

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On January 31, 2022, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2021. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01    Other Events.

On January 31, 2022, the Board of Directors of the Company approved the payment of an interim dividend for the first quarter of 2022 of $0.845 per ordinary share. The interim dividend will be paid on April 6, 2022 to shareholders of record as of March 15, 2022. Additionally, the Board of Directors of the Company approved a new $2 billion 2022 share repurchase program. The new $2 billion share repurchase authorization is in addition to the approximately $1.35 billion remaining for repurchase under the previously authorized share repurchase programs.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated January 31, 2022 entitled: "NXP Semiconductors Reports Fourth Quarter and Full-year 2021 Results Announces Increase of Quarterly Dividend and New 2022 Share Repurchase Program".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: February 1, 2022

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO

nxpi-202111010001413447false00014134472021-11-012021-11-0100014134472021-08-022021-08-02

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): November 1, 2021

NXP Semiconductors N.V. (Exact name of Registrant as specified in charter)

Netherlands 001-34841 98-1144352

(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)

60 High Tech Campus Eindhoven Netherlands5656 AG (Address of principal executive offices) (Zip code)

+31 40 2729999 (Registrant’s telephone number, including area code)

NA (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:

☐ 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) Number of each exchange on which registered

Common shares, EUR 0.20 par value

NXPI

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 2.02    Results of Operations and Financial Condition.

On November 1, 2021, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2021. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Current Report, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated November 1, 2021 entitled: "NXP Semiconductors Reports Third Quarter 2021 Results".

104Cover Page Interactive Data File (formatted as Inline XBRL).

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, thereunto duly authorized.

Date: November 2, 2021

NXP Semiconductors N.V.

/s/ William J. Betz Name: William J. Betz, CFO