NXP Semiconductors (NXPI) 10-K risk factor changes: FY2025 vs FY2024

Risks related to the semiconductor industry and the markets in which we [removed: participate][added: participate.]

[removed: Investments in new capacity] can result in overcapacity, which can lead to a reduction in prices and margins.

As a result of this cyclicality, the semiconductor industry has in the past experienced significant downturns, [removed: such as in 1997/1998, 2001/2002 and in 2008/2009,] often in connection with, or in anticipation of, maturing life cycles of semiconductor companies’ products and declines in general economic conditions.

It is difficult for us, our customers and [removed: suppliers] [added: suppliers,] to forecast demand trends.

In the first half of 2020, demand in the automotive market steeply declined as a result of manufacturing shutdowns by automotive [removed: OEMs] [added: customers] due to the coronavirus pandemic, resulting in an unforeseen negative impact to our results of operations.

[added: In the event of a future decline in global] economic conditions, our business, financial condition and results of operations could be materially adversely affected, and the resulting economic decline might disproportionately affect the markets in which we participate, further exacerbating a decline in our results of operations.

In addition, AI and machine learning are still in [added: relatively] early stages, and the introduction and incorporation of AI technologies may result in unintended consequences or other new or expanded risks and liabilities.

Such risks may include (i) adverse impacts from deficient, inaccurate, or biased AI recommendations, (ii) AI technologies the company develops and adopts may not meet market requirements or become obsolete earlier than planned, and there can be no assurance that the company will realize the desired or anticipated benefits, (iii) use of AI applications could increase the risk of cybersecurity incidents, such as [removed: through] [added: security vulnerabilities, including] unintended or inadvertent transmission of proprietary or sensitive [removed: information,] [added: information and unauthorized access,] or (iv) [added: there is uncertainty in the legal and regulatory landscape for AI, which is not fully developed, and] any laws, regulations or industry standards adopted in response to the emergence of AI may be [removed: burdensome.][added: burdensome, could entail significant costs, and may restrict or impede our ability to successfully use AI technologies efficiently and effectively.]

In addition, some of our competitors operate in narrow business areas relative to us, allowing them to concentrate their research and development efforts directly [removed: on products and services for those areas, which may give them a competitive advantage.]

In addition, the specific products in which our semiconductors are incorporated may not be [removed: successful,] [added: successful] or may experience price erosion or other competitive factors that affect the price manufacturers are willing to pay us.

If we cannot advance our process technologies or improve our efficiencies to a degree sufficient to maintain required margins, [added: the profit] we [removed: will no longer be able to] make [removed: a profit] from the sale of these [removed: products.][added: products will decline.]

Moreover, we may not be able to cease production of such products, either due to contractual obligations or for customer relationship reasons, and as a result may be required to bear [added: reduced profitability, or even] a loss on such products.

- negative economic developments in economies around the world and the instability of governments and international trade arrangements, such as the increase of barriers to international trade including the imposition of new or increased tariffs on imports by the United States and [removed: China,] [added: China and other countries,] enhanced export controls on certain products and sanctions on certain industry sectors and parties;

- geopolitical tension and disputes, as well [removed: as,] [added: as] resulting adverse changes in government policies, especially those affecting global trade and investment, including [removed: the imposition of new] [added: trade protection and national security policies] or [removed: increased tariffs.][added: placing companies on restricted entity lists.]

Any such restructuring may impact customer [removed: satisfaction] [added: satisfaction,] and the costs of implementation may be difficult to predict.

The comparatively long period between the time at which we commence development of a product and the time at which it may be delivered to a customer [added: leads to high inventory and work-in-progress levels.]

We make highly complex electronic components [added: which in many cases are enabled by software] and, accordingly, there is a risk that defects may occur in any of our products.

Such defects can give rise to significant costs, including expenses relating to recalling products, [added: releasing new software versions,] replacing defective items, writing down defective inventory and loss of potential sales.

We also face exposure to potential liability resulting from the fact that our customers typically integrate the semiconductors [added: and the corresponding software] we sell into numerous consumer products, which are then sold into the marketplace.

[removed: We are exposed to product liability claims if our] semiconductors or [added: software, or] the consumer products based on them malfunction and result in personal injury or death.

If such a recall or payment is caused by a defect in one of our products, [added: semiconductor parts or software,] our customers may seek to recover all or a portion of their losses from us.

Such difficulties may include rationing, or other forced disruption of utility supplies such as electricity, gas [added: or water by governments or regulators which could lead to disruptions of our operation resulting in high costs and global supply chain disruptions.]

Our business, financial condition and results of operations could be harmed if we are unable to obtain adequate supplies of quality equipment or materials in a timely manner or if there are significant increases in the costs of equipment or materials due to current or expected [removed: inflation] [added: inflation, trade restrictions] or other reasons and we are not able to increase the price of our products.

For example, as part of the industry-wide shortage of semiconductors during 2022 we could not obtain sufficient silicon wafers from our foundry partners to meet the demand for our products, causing us [removed: to] not [added: to] fully supply the demand for our products, and negatively affecting our results of operations.

In addition, we have entered into [removed: long term] [added: long-term] supply agreements with certain key manufacturing partners.

As the availability of government funding is outside our control, we cannot guarantee that [added: we will continue to benefit from government support or that sufficient alternative funding will be available if we lose such support.]

In such event that we don't meet the subsidies grant conditions, such government agencies could seek to recover such subsidies from [removed: us] [added: us,] and they could cancel or reduce other subsidies we receive from them.

[removed: If flooding, heavy precipitation, a large earthquake, volcanic eruption or, extreme weather event or other natural disaster were to] directly damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business.

We engage in acquisitions and other strategic transactions, including joint ventures, and make [removed: investments,] [added: investments] which we believe are important to the future of our business.

Such integration is complex and [removed: time consuming] [added: time-consuming] and involves significant challenges, including, among others: retaining key employees; integration of new employees, technology, products, operations, sales and distribution channels, business models, facilities and business systems; retaining customers and suppliers of the businesses; consolidating research and development operations; and consolidating corporate and administrative infrastructures.

As part of our hybrid manufacturing strategy, we have entered into a number of long-term strategic partnerships with other leading industry [removed: participants,] [added: participants] and may do so again in the future.

[removed: If any of our strategic partners in alliances we currently engage with or may engage with in the future were to encounter financial] difficulties or change their business strategies, they may no longer be able or willing to participate in these groups or alliances, which could have a material adverse effect on our business, financial condition and results of operations.

Risks related to regulatory or legal [removed: challenges][added: challenges.]

As a result, we are subject to environmental, data privacy, export [added: controls] and sanctions, AI technologies, cybersecurity, disclosure and reporting (including reporting of ESG-related data), labor and health and safety laws and regulations in each jurisdiction in which we operate.

In the jurisdictions where we operate, we need to comply with differing standards and varying practices of regulatory, tax, [added: customs,] judicial and administrative bodies.

For example, [added: in the past] we [removed: are] [added: have been] involved in legal proceedings claiming personal injuries to the children of former employees as a result of employees’ alleged exposure to chemicals used in semiconductor manufacturing clean room environments operated by us or our former parent companies, Philips and Motorola.

A judgment against us [added: in these] or [added: other legal proceedings or] material defense cost could harm our business, financial condition and results of operations.

Risks related to cybersecurity and IT [removed: systems][added: systems.]

As of the date of this [removed: filing] [added: filing,] we do not believe that any such misappropriation or theft known to us has resulted in a material adverse effect on our business or any material damage to us.

Further, our proprietary technology, designs and processes and other intellectual property may be vulnerable to disclosure or misappropriation by employees, contractors and other [added: persons.]

Investments in new capacity

In the course of 2023, 2024 and 2025, our end markets experienced softening demand and uncertainty due to macroeconomic factors and geopolitical uncertainty.

on products and services for those areas, which may give them a competitive advantage.

Recently announced and future tariffs and other trade restrictions could materially and adversely affect our business, financial condition and results of operations.

In 2025, the U.S. government announced a series of tariffs, including tariffs targeting a broad range of imports and targeted tariffs on goods from specific countries and industries.

In response, many countries imposed reciprocal tariffs and other trade restrictions on the United States.

Although many of these tariffs, countermeasures and other trade restrictions have since been eased or paused, their initial announcements triggered considerable volatility in global markets and heightened economic uncertainty, and the global trade situation, particularly between the United States and China, continues to be highly dynamic.

Further, throughout 2025 the U.S. government has initiated numerous investigations into products and industries under Section 232 of the Trade Expansion Act of 1962.

For example, in April 2025, the Department of Commerce launched an investigation into the national security impacts of imported semiconductors and semiconductor manufacturing equipment.

While the results of this investigation remain unknown, it is expected to result in additional tariffs and trade restrictions that may adversely impact our business.

Similar investigations on other industries or products, including automotive, copper, steel, aluminum, critical minerals and aircraft, may also adversely impact the semiconductor industry and our business.

These changes have, and similar changes in the future may continue to, increase the cost or reduce the availability of raw materials and supplies we need to operate, cause customers to advance, delay, reduce, or cancel orders, shift buying patterns, impact demand in our end markets, complicate demand forecasting for us and our customers, increase supply chain complexity and contribute to volatility, a broader economic slowdown or recession.

Any of these impacts or changes could materially and adversely affect our business, financial condition and results of operations.

We are exposed to product liability claims if our

In addition, the imposition of tariffs or other trade restrictions may significantly increase the costs, and otherwise adversely impact the availability of certain raw materials and supplies needed for our manufacturing operations.

If flooding, heavy precipitation, a large earthquake, volcanic eruption or, extreme weather event or other natural disaster were to

Additionally, our acquisitions and other strategic investments may require approval by government agencies in applicable jurisdictions in which we operate.

Certain agencies in the past have, and may in the future, deny the transaction or fail to approve in a timely manner, resulting in delays in closing and us not realizing the anticipated benefits of the proposed transactions.

If any of our strategic partners in alliances we currently engage with or may engage with in the future were to encounter financial

that we seek legal or judicial enforcement of our intellectual property rights under the laws of such countries.

Finally, the intellectual property ownership and license rights, including copyrights and patents, surrounding AI technologies, which we are and may in the future continue to build into our products, have not been fully addressed by U.S. or foreign courts, laws or regulations, and the use of AI in the development of our products and services could result in our loss of, or failure to obtain, intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation.

Additionally, and in part due to ongoing uncertainties in the legal framework around AI, our use of AI technologies for productivity and in our products and services may expose us to copyright infringement or other intellectual property misappropriation claims.

Effective October 28, 2025, Kurt Sievers voluntarily retired as our CEO and executive director and Rafael Sotomayor succeeded Mr. Sievers as President and CEO and temporary executive director of the Company.

Any significant leadership change involves inherent risk, including potential disruptions to our operations or relationships with customers, suppliers and key employees, and can be inherently difficult to implement.

If our CEO transition is not successful for any reason, it could have an adverse impact on our business.

on the projected benefit obligations and net periodic pension costs.

However, this legislation could be amended as the OECD is considering a change in the Pillar 2 rules as in June 2025 G7 countries issued a statement setting out the principles for a side-by-side safe harbor, adding that they would pursue parallel workstreams to simplify the pillar 2 compliance framework and consider the favorable treatment of substance-based nonrefundable tax credits under the GLOBE rules.

In the event of a future decline in global

1 The contents of our website, our Corporate Sustainability Report, and our Sustainability Policy are referenced for general information only and are not incorporated by reference into, and do not form a part of, this Form 10-K.

Product life cycles are relatively short, and as a result, products tend to be replaced by more technologically advanced substitutes on a regular basis.

In turn, historically demand for older technology falls, causing the price at which such products can be sold to drop, in some cases precipitously.

leads to high inventory and work-in-progress levels.

or water by governments or regulators which could lead to disruptions of our operation resulting in high costs and global supply chain disruptions.

we will continue to benefit from government support or that sufficient alternative funding will be available if we lose such support.

persons.

December 31, 2024.

It is anticipated that other countries will also introduce Pillar 2 legislation.

These initiatives include recommendations and proposals that, if enacted in countries in which we and our affiliates do business, could adversely affect us and our affiliates.

In addition, the U.S. may enact legislation that would allow a tax payer to deduct domestic R&D expenses in the year that they are expensed, which would adversely affect our tax rate, while beneficial for our cash position.

This section of this Form 10-K generally [removed: discusses*] [added: discusses 2025 and] 2024 [removed: *and* 2023 *items] [added: items] and year-to-year comparisons [removed: between* 2024 *and* 2023*.][added: between 2025 and 2024.]

Discussions [removed: of* 2022 *items] [added: of 2023 items] and year-to-year comparisons [removed: between*] [added: between 2024 and] 2023 [removed: *and* 2022 *that] [added: that] are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year [removed: ended*] [added: ended] December 31, [removed: 2023 *as] [added: 2024 as] filed with the SEC on February [removed: 22, 2024.*][added: 20, 2025.*]

See Note 1 to the consolidated financial statements for more information regarding our [removed: segment.][added: segment reporting.]

*•*Revenue was [removed: $12.6] [added: $12.3] billion, down [removed: 5.0%] [added: 2.7%] year-on-year;

- GAAP gross margin was [removed: 56.4%,] [added: 54.7%,] and GAAP operating margin was [removed: 27.1%;][added: 24.8%;]

- Non-GAAP gross margin was [removed: 58.1%,] [added: 57.4%,] and non-GAAP operating margin was 34.6%;

- Cash flow from operations was [removed: $2,782] [added: $2,820] million, with net capital expenditures on property, plant and equipment of [removed: $693] [added: $395] million, resulting in non-GAAP free cash flow of [removed: $2,089] [added: $2,425] million; and

- During [removed: 2024,] [added: 2025,] NXP returned capital to shareholders with the payment of [removed: $1,038] [added: $1,025] million in cash dividends and the repurchase of [removed: $1,373] [added: $899] million of its common shares, for a total capital return of [removed: $2,411] [added: $1,924] million.

[added: In addition,] NXP has committed to contribute an additional $1,200 million to support the long-term capacity [removed: infrastructure that is expected to be paid through 2026, of which $275 million has been contributed in the year ended December 31, 2024.][added: infrastructure.]

[removed: ][added: ]

[removed: ][added: ]

Revenue for the year ended December 31, [removed: 2024] [added: 2025,] was [removed: $12,614] [added: $12,269] million compared to [removed: $13,276] [added: $12,614] million for the year ended December 31, [removed: 2023,] [added: 2024,] a decrease of [removed: $662] [added: $345] million or [removed: 5.0%] [added: 2.7%] year-on-year.

We continue to generate strong operating cash flows, with [removed: $2,782] [added: $2,820] million in cash flows from operations for [removed: 2024.][added: 2025.]

We returned [removed: $2,411] [added: $1,924] million to our shareholders during the year in dividends and repurchases of common stock.

Our cash position at the end of [removed: 2024] [added: 2025] was [removed: $3,292] [added: $3,267] million.

- Revenue for the fourth quarter of [removed: 2024] [added: 2025] was [removed: $3.1] [added: $3.3] billion, [removed: down 9.1%] [added: up 7.2%] year-on-year;

- GAAP gross margin was [removed: 53.9%,] [added: 54.2%,] and GAAP operating margin was [removed: 21.7%;][added: 22.3%;]

- Non-GAAP gross margin was [removed: 57.5%,] [added: 56.8%,] and non-GAAP operating margin was [removed: 34.2%;][added: 33.1%;]

- Cash flow from operations was [removed: $391] [added: $891] million, with net capital expenditures on property, plant and equipment of [removed: $99] [added: $98] million, resulting in non-GAAP free cash flow of [removed: $292] [added: $793] million;

- During the fourth quarter of [removed: 2024,] [added: 2025,] NXP returned capital to shareholders with the payment of [removed: $258] [added: $254] million in cash dividends and the repurchase of [removed: $455] [added: $338] million of its common shares, for a total capital return of [removed: $713] [added: $592] million.

[removed: ][added: ]

[removed: ][added: ]

Revenue for the three months ended December 31, [removed: 2024] [added: 2025,] was [removed: $3,111] [added: $3,335] million compared to [removed: $3,250] [added: $3,173] million for the three months ended September [removed: 29, 2024, a decrease] [added: 28, 2025, an increase] of [removed: $139] [added: $162] million or [removed: 4.3% quarter-on-quarter.][added: 5.1% quarter-on-quarter, in line with management's expectations.]

[removed: NXP experienced declines in] [added: Within our end markets,] the Industrial & IoT end market [removed: of $47] [added: increased $61] million or [removed: 8.3%, Communication Infrastructure & Other] [added: 10.5%, the Mobile] end market [removed: of $42] [added: increased $55] million or [removed: 9.3%,] [added: 12.8%, the] Automotive end market [removed: of] [added: increased] $39 million or 2.1%, and [removed: Mobile] [added: the Communication Infrastructure & Other] end market [removed: of $11] [added: increased $7] million or [removed: 2.7%.][added: 2.1%.]

When aggregating all end markets together and reviewing sales channel performance, revenue [removed: through NXP’s third party distribution partners] [added: from distributors] was [removed: $1,763] [added: $2,025] million, [removed: a decrease] [added: an increase] of [removed: $134] [added: $159] million or [removed: 7.1%] [added: 8.5%] compared to the previous period.

From a geographic perspective, revenue increased [added: year-on-year] in the [removed: Asia Pacific and] China [removed: regions, partly offset by declines] [added: region and declined] in the [removed: EMEA] [added: APAC, EMEA,] and [removed: the] Americas regions.

The following table presents the [removed: composition of] operating [removed: income] [added: results] for the years ended December 31, [removed: 2024] [added: 2025,] and December 31, [removed: 2023.][added: 2024.]

| ($ in millions, unless otherwise stated) | | | [removed: 2024] [added: 2025] | | | | | | % of Revenue | | | | | | [removed: 2023] [added: 2024] | | | | | | % of Revenue | | |

| Revenue | | | [removed: 12,614] [added: 12,269] | | | | | | | | | | | | [removed: 13,276] [added: 12,614] | | | | | | | | |

| % nominal growth | | | [removed: (5.0)] [added: (2.7)] | | | | | | | | | | | | [removed: 0.5] [added: (5.0)] | | | | | | | | |

| Gross profit | | | [removed: 7,119] [added: 6,716] | | | | | | | | | | | | [removed: 7,553] [added: 7,119] | | | | | | | | |

| Gross margin | | | [removed: 56.4] [added: 54.7] | | % | | | | | | | | | | [removed: 56.9] [added: 56.4] | | % | | | | | | |

| Research and development | | | [removed: (2,347)] [added: (2,360)] | | | | | | [removed: 18.6] [added: 19.2] | | % | | | | [removed: (2,418)] [added: (2,347)] | | | | | | [removed: 18.2] [added: 18.6] | | % |

| Selling, general and administrative | | | [removed: (1,164)] [added: (1,204)] | | | | | | [removed: 9.2] [added: 9.8] | | % | | | | [removed: (1,159)] [added: (1,164)] | | | | | | [removed: 8.7] [added: 9.2] | | % |

| Amortization of acquisition-related intangible assets | | | [removed: (136)] [added: (117)] | | | | | | [removed: 1.1] [added: 1.0] | | % | | | | [removed: (300)] [added: (136)] | | | | | | [removed: 2.3] [added: 1.1] | | % |

| Other income (expense) | | | [removed: (55)] [added: 12] | | | | | | [removed: 0.4] [added: 0.1] | | % | | | | [removed: (15)] [added: (55)] | | | | | | [removed: 0.1] [added: 0.4] | | % |

| Operating income (loss) | | | [removed: 3,417] [added: 3,047] | | | | | | [removed: 27.1] [added: 24.8] | | % | | | | [removed: 3,661] [added: 3,417] | | | | | | [removed: 27.6] [added: 27.1] | | % |

| Financial income (expense) | | | [removed: (318)] [added: (384)] | | | | | | [removed: 2.5] [added: 3.1] | | % | | | | [removed: (309)] [added: (318)] | | | | | | [removed: 2.3] [added: 2.5] | | % |

| Benefit (provision) for income taxes | | | [removed: (545)] [added: (525)] | | | | | | 4.3 | | % | | | | [removed: (523)] [added: (545)] | | | | | | [removed: 3.9] [added: 4.3] | | % |

| Results relating to equity-accounted investees | | | [removed: (12)] [added: (70)] | | | | | | [removed: 0.1] [added: 0.6] | | % | | | | [removed: (7)] [added: (12)] | | | | | | 0.1 | | % |

Kurt Sievers, our former CEO, voluntarily retired as CEO and executive director of the Company, effective October 28, 2025.

The Company's Board of Directors 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.

On June 17, 2025, NXP announced the closing of the acquisition of 100% of TTTech Auto for $766 million in cash ($675 million net of cash acquired).

TTTech Auto is a leader in innovating unique safety-critical systems and middleware for software-defined vehicles (SDVs).

The TTTech Auto acquisition complements and expands NXP’s system and software offerings in the Automotive and Industrial & IoT end markets.

On October 24, 2025, NXP closed the previously announced acquisition of 100% of Aviva Links for $222 million in cash ($202 million net of cash acquired) and $26 million through the settlement of previously held investments in Aviva Links.

Aviva Links is a provider of Automotive SerDes Alliance (ASA) compliant in-vehicle connectivity solutions.

The Aviva Links acquisition complements and expands NXP’s automotive networking solutions in the Automotive and Industrial & IoT end markets.

On October 27, 2025, NXP closed the previously announced acquisition of 100% of Kinara, Inc. for $284 million in cash ($283 million net of cash acquired).

Kinara is an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs).

The Kinara acquisition complements and expands NXP’s solutions for AI-powered edge systems in the Industrial & IoT and Automotive end markets.

See Note 3 to the consolidated financial statements for further information regarding NXP’s acquisition of TTTech Auto, Aviva Links, and Kinara, Inc.

On February 2, 2026, NXP completed the previously announced sale of our MEMS sensors business line for $900 million in cash before closing adjustments and up to an additional $50 million contingent upon the achievement of specified technical milestones.

Our gross profit percentage for 2025 of 54.7% decreased when compared to 2024 (56.4%), mainly driven by price and unfavorable product mix.

*Q4 2025 compared to Q3 2025*

Revenue from direct customers was $1,274 million, an increase of $5 million or 0.4% compared to the previous period.

From a geographic perspective, revenue increased across all regions.

The gross profit percentage for the fourth quarter of 2025 decreased to 54.2% from 56.3% in the third quarter of 2025, primarily due to impairments related to the scaling down of a non-strategic product line.

Operating income for the fourth quarter of 2025 was $744 million compared to $893 million for the third quarter of 2025, a decrease of $149 million or 16.7%.

The sequential decrease was mainly due to higher restructuring costs for specific targeted actions under a new global restructuring program in the fourth quarter of 2025.

Operating cash flows for the fourth quarter of 2025 was $891 million compared to $585 million for the third quarter of 2025, an increase of $306 million or 52.3% quarter-on-quarter.

Revenue for the year ended December 31, 2025, was $12,269 million compared to $12,614 million for the year ended December 31, 2024, a decrease of $345 million or 2.7% year-on-year.

| Automotive | | | 7,116 | | | | | | 7,151 | | | | | | (35) | | | | | | (0.5) | | % |

| Mobile | | | 1,584 | | | | | | 1,497 | | | | | | 87 | | | | | | 5.8 | | % |

| Revenue | | | 12,269 | | | | | | 12,614 | | | | | | (345) | | | | | | (2.7) | | % |

| ($ in millions, unless otherwise stated) | | | 2025 | | | | | | 2024 | | | | | | Increase/(decrease) | | | | | | % | | |

| Distributors | | | 7,051 | | | | | | 7,203 | | | | | | (152) | | | | | | (2.1) | | % |

| Direct | | | 5,084 | | | | | | 5,291 | | | | | | (207) | | | | | | (3.9) | | % |

| Other | | | 134 | | | | | | 120 | | | | | | 14 | | | | | | 11.7 | | % |

| Revenue | | | 12,269 | | | | | | 12,614 | | | | | | (345) | | | | | | (2.7) | | % |

| ($ in millions, unless otherwise stated) | | | 2025 | | | | | | 2024 | | | | | | Increase/(decrease) | | | | | | % | | |

| APAC, excluding China | | | 3,581 | | | | | | 3,794 | | | | | | (213) | | | | | | (5.6) | | % |

| Americas | | | 3,376 | | | | | | 3,471 | | | | | | (95) | | | | | | (2.7) | | % |

| EMEA | | | 3,276 | | | | | | 3,428 | | | | | | (152) | | | | | | (4.4) | | % |

| China 2) | | | 2,036 | | | | | | 1,921 | | | | | | 115 | | | | | | 6.0 | | % |

| Revenue | | | 12,269 | | | | | | 12,614 | | | | | | (345) | | | | | | (2.7) | | % |

| 1) As of December 31, 2025, and applied retrospectively for all the periods presented, the Company revised its methodology for attributing revenue to geographic areas to reflect the location where sales originate, which represents where critical commercial decisions are made. This may differ from the customer's shipped-to location. The change in reporting basis was made to more appropriately reflect how we manage our business. For 2025, the largest impacts from the change were to the Americas region and the China region, which reflected changes of approximately 104.9% and (57.0)%, respectively. | | | | | | | | | | | | | | | | | | | | | | | |

The year-to-date change in revenue was primarily driven by a lower selling mix of products, slightly offset by higher shipment volumes.

The combination of these two effects resulted in a net decrease of $345 million revenue.

Revenue in the Automotive end market was $7,116 million, a decrease of $35 million or 0.5% versus the year ago period.

On January 9, 2024, NXP acquired shares in the newly founded European Semiconductor Manufacturing Company GmbH (ESMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Dresden, Germany.

ESMC is 70% owned by TSMC, with Bosch, Infineon, and NXP each owning 10%.

NXP will invest approximately $550 million (€500 million) for our equity position, of which $80 million has been invested in the year ended December 31, 2024.

On September 4, 2024, NXP acquired shares in the newly founded VisionPower Semiconductor Manufacturing Company Pte.

Ltd. (VSMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Singapore.

VSMC is 60% owned by Vanguard International Semiconductor Corporation and 40% owned by NXP.

NXP will invest $1,600 million for our equity position, of which $140 million has been invested in the year ended December 31, 2024.

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

Our gross profit percentage for 2024 of 56.4% decreased when compared to 2023 (56.9%), reflecting a lower decline of cost of revenue compared with the decreased revenue.

*Q4 2024 compared to Q3 2024*

Revenue through NXP’s third party direct OEM and EMS customers was $1,321 million, consistent with the previous period.

The gross profit percentage for the fourth quarter of 2024 decreased to 53.9% from 57.4% in the third quarter of 2024, primarily due to an impairment of capital assets and higher restructuring costs for specific targeted actions under the new global restructuring programs in the fourth quarter of 2024.

Operating cash flows for the three months ended December 31, 2024 was $391 million compared to $779 million for the three months ended September 29, 2024, a decrease of $388 million or 50.2% quarter-on-quarter.

| Automotive | | | 7,151 | | | | | | 7,484 | | | | | | (333) | | | | | | (4.4) | | % |

| Mobile | | | 1,497 | | | | | | 1,327 | | | | | | 170 | | | | | | 12.8 | | % |

| Revenue | | | 12,614 | | | | | | 13,276 | | | | | | (662) | | | | | | (5.0) | | % |

| Distributors | | | 7,203 | | | | | | 7,195 | | | | | | 8 | | | | | | 0.1 | | % |

| OEM/EMS | | | 5,291 | | | | | | 5,963 | | | | | | (672) | | | | | | (11.3) | | % |

| Other | | | 120 | | | | | | 118 | | | | | | 2 | | | | | | 1.7 | | % |

| China 1) | | | 4,556 | | | | | | 4,366 | | | | | | 190 | | | | | | 4.4 | | % |

| APAC, excluding China | | | 3,541 | | | | | | 3,741 | | | | | | (200) | | | | | | (5.3) | | % |

| EMEA (Europe, the Middle East and Africa) | | | 2,719 | | | | | | 3,096 | | | | | | (377) | | | | | | (12.2) | | % |

| Americas | | | 1,798 | | | | | | 2,073 | | | | | | (275) | | | | | | (13.3) | | % |

Revenue in the Automotive end market was $7,151 million, a decrease of $333 million or 4.4% versus the year ago period, with processor and connectivity products contributing to the decline partly offset with growth in advanced analog and ADAS – Safety products.

Revenue in the Industrial & IoT end market was $2,269 million, a decrease of $82 million or 3.5% versus the year ago period, with processor products contributing to the decline partly offset with growth in advanced analog and connectivity products.

From a geographic perspective, revenue increased in the China region and declined in the EMEA, Americas, and Asia Pacific regions versus the year ago period.

Gross profit for the year ended December 31, 2024 was $7,119 million, or 56.4% of revenue, compared to $7,553 million, or 56.9% of revenue, relatively consistent with revenue and costs, both of which had comparable decreases year on year, with 2024 experiencing a slightly lower year on year utilization.

R&D costs for the year ended December 31, 2024 decreased by $71 million, or 2.9%, when compared to last year primarily driven by lower bonus of $85 million and higher received government assistance due to subsidies and R&D tax credits of $60 million, partly offset by higher engineer salaries and wages of $25 million, higher share-based compensation costs of $22 million and higher licensing fees of $12 million.

SG&A costs for the year ended December 31, 2024 remained relatively flat, an increase of $5 million, or 0.4%, when compared to last year primarily driven by higher personnel salaries and wages, including social securities of $32 million, higher share-based compensation costs of $23 million and higher restructuring costs for specific targeted actions under global restructuring programs of $11 million, offset by lower bonus of $43 million and lower legal expenses of $26 million.

Included in 2024 is a $40 million charge for a vacated deposit on an exited technology.

| | | | 2024 | | | | | | 2023 | | |

The change in financial income (expense) is attributable to a decrease in interest income of $27 million as a result of lower cash level in 2024, partially offset by higher interest rates.

Interest expense decreased by $40 million as a result of redemption of debt.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Rate differential local statutory rates versus statutory rate of the Netherlands | | | (71) | | | | | | (2.3) | | | | | | (77) | | | | | | (2.3) | | |

| Net change in valuation allowance | | | 3 | | | | | | 0.1 | | | | | | (3) | | | | | | (0.1) | | |

[added: We are exposed to counterparty] credit risk in the event of non-performance by counterparties to our derivative agreements.

Additional information [removed: regarding our notes] is provided in Note 2 - Significant Accounting Policies, and Note [removed: 13] [added: 14] - Debt, of our notes to the Consolidated Financial Statements included in Item 8.

At December 31, [removed: 2024] [added: 2025,] our net [removed: asset] [added: liability] related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $3] [added: $6] million.

We may hedge currency exposures associated with certain assets and liabilities denominated in nonfunctional currencies and certain [removed: anticipated nonfunctional currency transactions.]

anticipated nonfunctional currency transactions.

We are exposed to counterparty

For the year ended December 31, [removed: 2024,] [added: 2025,] we generated revenue of [removed: $12,614] [added: $12,269] million, compared to [removed: $13,276] [added: $12,614] million for the year ended December 31, [removed: 2023.][added: 2024.]

We provide leading solutions that leverage our combined portfolio of intellectual property, deep application knowledge, process technology and manufacturing expertise in the domains of [removed: cryptography-security, high-speed interface, radio frequency (RF),] [added: embedded processing,] mixed-signal analog-digital (mixed A/D), power management, digital signal [removed: processing] [added: processing, cryptography-security, high-speed interface, radio frequency (RF),] and embedded system design.

We engage with leading global [removed: original equipment manufacturers (OEMs)] [added: companies] and sell products in all major geographic regions.

The semiconductor market totaled [removed: $627.6] [added: $791.7] billion in [removed: 2024.][added: 2025.]

NXP has one reportable segment representing the entity as a whole, which reflects the way in which our chief operating decision maker, [removed: Kurt Sievers,] [added: Rafael Sotomayor,] executes operating decisions, allocates resources, and manages the growth and profitability of the Company.

The increase of the average semiconductor content is being driven by the proliferation of electronic features throughout the vehicle, especially for [added: advanced] driver assistance [added: system] (ADAS), and by the increasing penetration of electrified vehicles, which have much higher [removed: semiconductors] [added: semiconductor] content.

We believe three mega-trends will drive the semiconductor content increase in the future: Autonomous driving, electrification and [removed: the software defined vehicle.][added: SDVs.]

We expect such consumer demands will lead to new vehicle architectures and eventually to [removed: software defined vehicles (SDV).][added: SDVs.]

Automotive safety features are evolving from passive safety systems to active safety systems with [removed: Advanced Driving Assisted Systems (ADAS)] [added: ADAS] such as radar and vision systems.

[removed: ii.Industrial] [added: ii.Industrial] & IoT

Edge systems reduce the [removed: tendency] [added: dependency] on the cloud, lowering power consumption, strengthening data protection.

In secure edge identification solutions, NXP has extensive experience providing customers with solutions for applications demanding the highest security and reliability [removed: (ePassports,] [added: such as ePassports,] eID credentials, transportation & payment cards.

Included as well [added: in this end market] is the growing RFID market that uses wireless technology for identification and tracking of objects.

We offer customers a broad portfolio of semiconductor [removed: products,] [added: products for building advanced systems,] including microcontrollers, application processors, communication processors, connectivity chipsets, analog and interface devices, RF power amplifiers, security [removed: controllers] [added: controllers, sensors] and [removed: sensors.][added: foundational system middleware.]

Using our strong Automotive & Industrial portfolios, we are enhancing our product offerings by providing [removed: solutions] [added: system solution platforms including safety case enablement and software defined vehicle (SDV) middleware] for the growing ecosystems in & around [removed: the vehicle, in] [added: vehicles,] smart [removed: factories and in] [added: factories, robotics,] homes and buildings.

Together, these products provide a family of applications processors featuring software, power and pin compatibility across single, dual and quad [removed: core implementations.]

In Automotive, our S32x Automotive Processing Platform offers scalability across products and multiple application domains based [added: on Arm Cortex-A, Cortex-R, and Cortex-M cores up to Automotive Safety Integrity Level (ASIL-D) capabilities with software compatibility from the MCUs to SoCs.]

We offer a broad portfolio of connectivity solutions, including [removed: Near Field Communications (NFC), Ultra-wideband (UWB),] [added: NFC, UWB,] Bluetooth low-energy (BLE), Zigbee, Thread as well as Wi-Fi and Wi-Fi/Bluetooth integrated SoCs.

In [removed: automotive] [added: Automotive,] we are the market leader in most of the applications, with integrated 77Ghz Radar solution for ADAS, battery management products for Electrification, audio processing solutions and amplifiers for car entertainment, Controller Area Network (CAN), Local Interconnect Network (LIN), FlexRay [removed: and] Ethernet [added: and SerDes (from the Aviva Links acquisition)] solutions for in-vehicle networking and two-way secure products for secure car access.

We have also successfully engaged with leading [removed: OEMs] [added: global companies] to drive custom and semi-custom products which in turn allow us to refine and accelerate our innovation and product roadmaps.

Nearly all of our security products consist of multi-functional solutions comprised of passive RF connectivity devices facilitating information transfer from the user document to reader infrastructure; secure, tamper-proof microcontroller devices in which information is securely [added: encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.]

We [added: employ a hybrid manufacturing model where we] manufacture semiconductors through a combination of wholly owned manufacturing facilities, a manufacturing facility operated jointly with another semiconductor company and third-party foundries and assembly and test subcontractors.

[removed: 1)] [added: 1] Joint venture with [removed: TSMC.][added: TSMC]

In recent years, as a result of constraints in the semiconductor supply chains, there has been a tendency towards [removed: longer term] [added: longer-term] supply contracts with suppliers in exchange for capacity.

[removed: NXP also has] [added: As part of this consolidation, we have made] equity investments in the following joint venture manufacturing [removed: companies:][added: companies with the aim of facilitating this transition:]

[removed: ESMC is 70% owned by TSMC, with] Bosch, Infineon, and NXP each owning 10%.

Initial production at ESMC is currently targeted to begin in [removed: 2027.][added: 2028.]

Our 10 largest [removed: OEM] end customers, some of whom are supplied by distributors, in alphabetical order, are Apple, Aptiv, [added: Aumovio,] Bosch, [removed: Continental,] Denso, Harman Auto, Hyundai, LGE Automotive, Samsung and Visteon.

Our revenue is primarily the sum of our direct sales [removed: to OEMs, EMSs] plus our [removed: distributors’ resale of NXP products.][added: sales to distributors.]

Avnet accounted for [removed: 22%] [added: 23%] of our revenue in [removed: 2024] [added: 2025] and [removed: 21%] [added: 22%] in [removed: 2023.][added: 2024.]

No [removed: OEM for which we had] direct [removed: sales to] [added: customer] accounted for more than 10% of our revenue in [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

We direct our research and development efforts [removed: largely] to the development of new semiconductor solutions where we see significant opportunities for growth.

We have assembled a global team of highly skilled semiconductor and embedded software design engineers with expertise in RF, analog, power management, interface, [removed: security] [added: security, functional safety,] and digital processing.

In addition, we invest a few percent of our total research and development expenditures in research activities that [removed: develop fundamental new technologies] [added: drive innovative products] or [removed: product categories] [added: technologies] that could contribute significantly to our company's growth in the future.

We annually perform a fundamental review of our business portfolio and our related new product and technology development opportunities [removed: in order] to decide on changes in the allocation of our research and development resources.

For [removed: break-through] [added: breakthrough] technologies and new market opportunities, we look at the strategic fit and synergies with the rest of our portfolio and the size of the potential addressable market.

Our direct grants include those awarded under the European 2nd Important Project of Common European Interest on Microelectronics and Communication Technologies (“IPCEI [removed: ME/CT”).][added: ME/CT”) in multiple EU member states, the duration of which is planned to run until the end of 2029.]

This includes 5nm, advanced driving assistance [removed: and battery management systems] in automotive, [removed: 6G] [added: 6G, Wireless Interface Technology] and [removed: Ultra-Wideband] [added: UWB] as well as [removed: artificial intelligence (AI),] [added: AI,] RISC-V and post-quantum cryptography.

We have a broad portfolio of approximately [removed: 9,600] [added: 9,500] patent families (each patent family includes all patents and patent applications originating from the same invention).

In addition to obtaining our own patents and other intellectual property rights, we have entered into licensing agreements and other arrangements authorizing us to use intellectual property rights, confidential technical [added: information, software and other technology owned by third parties.]

Business CombinationsOn June 17, 2025, NXP announced the closing of the acquisition of 100% of TTTech Auto for $766 million in cash ($675 million net of cash acquired).

TTTech Auto is a leader in innovating unique safety-critical systems and middleware for software-defined vehicles (SDVs).

The TTTech Auto acquisition complements and expands NXP’s system and software offerings in the Automotive and Industrial & IoT end markets.

On October 24, 2025, NXP closed the previously announced acquisition of 100% of Aviva Links for $222 million in cash ($202 million net of cash acquired) and $26 million through the settlement of previously held investments in Aviva Links.

Aviva Links is a provider of Automotive SerDes Alliance (ASA) compliant in-vehicle connectivity solutions.

The Aviva Links acquisition complements and expands NXP’s automotive networking solutions in the Automotive and Industrial & IoT end markets.

On October 27, 2025, NXP closed the previously announced acquisition of 100% of Kinara, Inc. for $284 million in cash ($283 million net of cash acquired).

Kinara is an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs).

The Kinara acquisition complements and expands NXP’s solutions for AI-powered edge systems in the Industrial & IoT and Automotive end markets.

Furthermore, the evolution into new vehicle architectures that allow the implementation of software defined vehicles (SDV) is expected to help contribute to the increase of the semiconductor content per vehicle.

core implementations.

In 2025, NXP acquired Kinara to complement NXP’s existing range of processors.

Kinara brings high-performance, energy-efficient Discrete Neural Processing Units (NPUs), optimized specifically for generative artificial intelligence (AI) and large language models, to the NXP portfolio.

Together with NXP’s existing processors, connectivity, and security solutions, these NPU's help form a scalable platform for AI-powered edge systems.

As part of executing our hybrid manufacturing model, we have initiated the consolidation of our internal wafer fabs to 300 millimeter factories.

We believe this will enable economic and manufacturing efficiencies in the future.

ESMC is 70% owned by TSMC, with

We market our products and solutions worldwide through a combination of direct sales offices (hereafter “direct”) and independent distributors (hereafter “distributors”).

Our regional sales offices enable us to maintain close relationships with customers, provide technical support, and manage strategic accounts.

In addition, we leverage a network of authorized distributors who purchase our products and resell them to a broad range of customers.

This dual-channel approach allows us to extend our market reach, optimize logistics and provide localized service while maintaining flexibility to address diverse customer needs.

Our sales and marketing strategy focuses on key defined verticals in Automotive, Industrial & IoT, Communication Infrastructure, and Mobile.

We aim to deepen relationships with our top direct customers, expand our reach to mass-market customers, startups and distribution partners, and become their preferred supplier.

We believe that this approach helps reduce sales volatility in challenging markets.

We design purpose-built, rigorously tested technologies that enable devices to sense, think, connect and act intelligently to improve people's daily lives.

These dedicated team members are united by a passion to build solutions—not just products—that enhance the capabilities of people, organizations, and society at large.

NXP is uniquely positioned to bring intelligent systems to the edge in Automotive and Industrial & IoT.

With the intent to outpace market growth, we invest in research and development to extend or create leading market

positions, with an emphasis on fast growing sizable market segments, such as Software-Defined Vehicle, Radar, Connected Edge Processing, Wired Networking and Energy Management Solutions to support the successful deployment of AI at the Edge.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

NXP's workforce is a critical enabler of the company's strategy and operating performance.

We depend on a global employee base with the technical expertise, operational discipline, and leadership capability required to execute effectively in a fast-moving and highly competitive industry.

Our approach to human capital management is focused on ensuring the organization has the skills, capacity, and accountability needed to support current and future business priorities.

We manage our team members through policies, practices, and programs designed to support effective execution, continuous improvement, and long-term capability building.

These include efforts related to talent acquisition, leadership and functional development, engagement, inclusion, and competitive total rewards.

Our team member priorities are reviewed and adjusted as needed to reflect business conditions, evolving workforce needs, and regulatory considerations.

As of December 31, 2025, we employed approximately 32,169 employees worldwide, including approximately 1,439 employees within our SSMC joint venture.

Our team members are located across three geographic regions and in more than 30 countries.

Innovation is supported by a substantial portion of our workforce engaged in research and development activities.

Business Combinations

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

on Arm Cortex-A, Cortex-R, and Cortex-M cores up to Automotive Safety Integrity Level (ASIL-D) capabilities with software compatibility from the MCU’s to SoC’s.

encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.

In addition, we increasingly focus our in-house manufacturing on our competitive 8-inch wafer facilities, which predominantly run manufacturing processes in the 140 nanometer, 180 nanometer and 250 nanometer process nodes.

This focus increases our return on invested capital and reduces capital expenditures.

We market our products and solutions worldwide to a variety of OEMs, Electronic Manufacturing Service customers (EMSs) and Distributors.

Our sales and marketing strategy focuses on key defined verticals in Automotive, Industrial & IoT, Communication Infrastructure, and Mobile deepening our relationship with our top OEMs and EMSs, expanding our reach to our mass market customers, startups and our distribution partners and becoming their preferred supplier, which we believe assists us in reducing sales volatility in challenging markets.

With the intent to outpace market growth we invest in research and development to extend or create leading market positions, with an emphasis on fast growing sizable market segments, such as ADAS, in-vehicle networks and power management, as well as Edge computing to support the successful deployment in the IoT with our cross-over processing technology, but also in emerging markets, such as massive MIMO in RF Power and mmWave for 5G.

During 2023 and 2024, the Company was granted IPCEI ME/CT government assistance in multiple EU member states.

The duration of the IPCEI ME/CT grants is planned to run until the end of 2029.

information, software and other technology owned by third parties.

At the heart of NXP's is our talented global employees, referred to as team members, whose creativity and dedication drive the innovation that sets our company apart.

Our purpose is to bring together bright minds to create breakthrough technologies that make the connected world better, safer, and more secure.

Globally, we implement policies and programs designed to attract, engage and retain top talent.

These efforts center around key priorities including team member engagement, thought leadership, inclusion, compensation and benefits, development and growth, future talent, team member retention and community outreach.

At December 31, 2024, we had approximately 33,100 employees, which includes approximately 1,400 employees in our joint venture.

Our NXP global workforce spans three regions encompassing 30+ countries and includes approximately 11,600 team members dedicated to the research and development of our products and solutions (representing 37% of our NXP workforce).

NXP's values are the cornerstone of how we operate, develop our teams, and foster innovation.

Built on trust and respect, these principles guide every aspect of our talent strategy.

To assess and improve engagement, we consistently invite team members to share their feedback through the Winning Culture Survey, which covers various factors such as engagement and ethics.

In our 2024 survey, 87% of our indirect-labor team members participated.

NXP is dedicated to retaining team members and closely monitors voluntary turnover.

During calendar year 2024, our voluntary attrition rate was 5.5%.

We continue to drive programs centered around retention actions for strategic roles and top-performing talent as well as broad-based programs targeting all team members.

At NXP, inclusion is integral to who we are.

We value the unique talents, experiences, and perspectives that each team member brings to the workplace.

Our inclusion approach is centered around the following:

- Leadership commitment and ownership;

- Building and sustaining a qualified talent pipeline and robust processes; and

- Fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

NXP values team member engagement in driving inclusion through our Employee Resource Groups (ERGs).

The Human Resources and Compensation Committee of our Board provides oversight of our policies, programs and initiatives focusing on human capital management, including workforce inclusion.

NXP’s dedication to new-in-career and internship programs plays a vital role in cultivating the next generation of talent.

The information set forth under the “Legal Proceedings” and “Environmental Remediation” captions of Note [removed: 15] [added: 16] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of our ordinary shares on [removed: July 1, 2024] [added: June 27, 2025] as reported on the Nasdaq Global Select Market, was [removed: $67.7] [added: $54.7] billion.

As of February [removed: 14, 2025,] [added: 10, 2026,] the Registrant had [removed: 253,620,117] [added: 252,692,845] outstanding ordinary shares, excluding shares held in treasury.

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2025] [added: 2026] Annual General Meeting of shareholders (the [removed: “2025] [added: “2026] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2025] [added: 2026] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| [Introduction and Forward Looking [removed: Statements](#ib9f13af64520436d9d009d2d6888e2b3_10)] [added: Statements](#if21d4b1c0ee446b59df779c7cd5a73a0_10)] | | | [removed: [1](#ib9f13af64520436d9d009d2d6888e2b3_10)] [added: [1](#if21d4b1c0ee446b59df779c7cd5a73a0_10)] | | |

| [Item 1. [removed: Business](#ib9f13af64520436d9d009d2d6888e2b3_16)] [added: Business](#if21d4b1c0ee446b59df779c7cd5a73a0_16)] | | | [removed: [3](#ib9f13af64520436d9d009d2d6888e2b3_16)] [added: [3](#if21d4b1c0ee446b59df779c7cd5a73a0_16)] | | |

| [Item 1A. Risk [removed: Factors](#ib9f13af64520436d9d009d2d6888e2b3_22)] [added: Factors](#if21d4b1c0ee446b59df779c7cd5a73a0_22)] | | | [removed: [15](#ib9f13af64520436d9d009d2d6888e2b3_22)] [added: [16](#if21d4b1c0ee446b59df779c7cd5a73a0_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ib9f13af64520436d9d009d2d6888e2b3_25)] [added: Comments](#if21d4b1c0ee446b59df779c7cd5a73a0_25)] | | | [removed: [29](#ib9f13af64520436d9d009d2d6888e2b3_25)] [added: [31](#if21d4b1c0ee446b59df779c7cd5a73a0_25)] | | |

| [Item 1C. [removed: Cybersecurity](#ib9f13af64520436d9d009d2d6888e2b3_28)] [added: Cybersecurity](#if21d4b1c0ee446b59df779c7cd5a73a0_28)] | | | [removed: [29](#ib9f13af64520436d9d009d2d6888e2b3_28)] [added: [31](#if21d4b1c0ee446b59df779c7cd5a73a0_28)] | | |

| [Item 2. [removed: Proper](#ib9f13af64520436d9d009d2d6888e2b3_31)[ties](#ib9f13af64520436d9d009d2d6888e2b3_31)] [added: Proper](#if21d4b1c0ee446b59df779c7cd5a73a0_31)[ties](#if21d4b1c0ee446b59df779c7cd5a73a0_31)] | | | [removed: [30](#ib9f13af64520436d9d009d2d6888e2b3_31)] [added: [33](#if21d4b1c0ee446b59df779c7cd5a73a0_31)] | | |

| [Item 3. Legal [removed: Proceedings](#ib9f13af64520436d9d009d2d6888e2b3_34)] [added: Proceedings](#if21d4b1c0ee446b59df779c7cd5a73a0_34)] | | | [removed: [31](#ib9f13af64520436d9d009d2d6888e2b3_34)] [added: [33](#if21d4b1c0ee446b59df779c7cd5a73a0_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ib9f13af64520436d9d009d2d6888e2b3_37)] [added: Disclosures](#if21d4b1c0ee446b59df779c7cd5a73a0_37)] | | | [removed: [31](#ib9f13af64520436d9d009d2d6888e2b3_37)] [added: [33](#if21d4b1c0ee446b59df779c7cd5a73a0_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib9f13af64520436d9d009d2d6888e2b3_43)] [added: Securities](#if21d4b1c0ee446b59df779c7cd5a73a0_43)] | | | [removed: [32](#ib9f13af64520436d9d009d2d6888e2b3_43)] [added: [34](#if21d4b1c0ee446b59df779c7cd5a73a0_43)] | | |

| [Item [removed: 6.](#ib9f13af64520436d9d009d2d6888e2b3_46) [\[Reserved\]](#ib9f13af64520436d9d009d2d6888e2b3_46)] [added: 6.](#if21d4b1c0ee446b59df779c7cd5a73a0_46) [\[Reserved\]](#if21d4b1c0ee446b59df779c7cd5a73a0_46)] | | | [removed: [33](#ib9f13af64520436d9d009d2d6888e2b3_46)] [added: [35](#if21d4b1c0ee446b59df779c7cd5a73a0_46)] | | |

| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [33](#ib9f13af64520436d9d009d2d6888e2b3_1674)] [added: [35](#if21d4b1c0ee446b59df779c7cd5a73a0_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9f13af64520436d9d009d2d6888e2b3_82)] [added: Risk](#if21d4b1c0ee446b59df779c7cd5a73a0_82)] | | | [removed: [51](#ib9f13af64520436d9d009d2d6888e2b3_82)] [added: [55](#if21d4b1c0ee446b59df779c7cd5a73a0_82)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ib9f13af64520436d9d009d2d6888e2b3_103)] [added: Data](#if21d4b1c0ee446b59df779c7cd5a73a0_103)] | | | [removed: [53](#ib9f13af64520436d9d009d2d6888e2b3_85)] [added: [58](#if21d4b1c0ee446b59df779c7cd5a73a0_85)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib9f13af64520436d9d009d2d6888e2b3_175)] [added: Disclosure](#if21d4b1c0ee446b59df779c7cd5a73a0_175)] | | | [removed: [102](#ib9f13af64520436d9d009d2d6888e2b3_175)] [added: [117](#if21d4b1c0ee446b59df779c7cd5a73a0_175)] | | |

| [Item 9A. Controls and [removed: Procedures](#ib9f13af64520436d9d009d2d6888e2b3_178)] [added: Procedures](#if21d4b1c0ee446b59df779c7cd5a73a0_178)] | | | [removed: [102](#ib9f13af64520436d9d009d2d6888e2b3_178)] [added: [117](#if21d4b1c0ee446b59df779c7cd5a73a0_178)] | | |

| [Item 9B. Other [removed: Information](#ib9f13af64520436d9d009d2d6888e2b3_181)] [added: Information](#if21d4b1c0ee446b59df779c7cd5a73a0_181)] | | | [removed: [102](#ib9f13af64520436d9d009d2d6888e2b3_181)] [added: [118](#if21d4b1c0ee446b59df779c7cd5a73a0_181)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib9f13af64520436d9d009d2d6888e2b3_184)] [added: Inspections](#if21d4b1c0ee446b59df779c7cd5a73a0_187)] | | | [removed: [103](#ib9f13af64520436d9d009d2d6888e2b3_184)] [added: [118](#if21d4b1c0ee446b59df779c7cd5a73a0_187)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ib9f13af64520436d9d009d2d6888e2b3_190)] [added: Governance](#if21d4b1c0ee446b59df779c7cd5a73a0_193)] | | | [removed: [104](#ib9f13af64520436d9d009d2d6888e2b3_190)] [added: [119](#if21d4b1c0ee446b59df779c7cd5a73a0_193)] | | |

| [Item 11. Executive [removed: Compensation](#ib9f13af64520436d9d009d2d6888e2b3_193)] [added: Compensation](#if21d4b1c0ee446b59df779c7cd5a73a0_196)] | | | [removed: [104](#ib9f13af64520436d9d009d2d6888e2b3_193)] [added: [119](#if21d4b1c0ee446b59df779c7cd5a73a0_196)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9f13af64520436d9d009d2d6888e2b3_196)] [added: Matters](#if21d4b1c0ee446b59df779c7cd5a73a0_199)] | | | [removed: [104](#ib9f13af64520436d9d009d2d6888e2b3_196)] [added: [119](#if21d4b1c0ee446b59df779c7cd5a73a0_199)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ib9f13af64520436d9d009d2d6888e2b3_199)] [added: Independence](#if21d4b1c0ee446b59df779c7cd5a73a0_202)] | | | [removed: [104](#ib9f13af64520436d9d009d2d6888e2b3_199)] [added: [119](#if21d4b1c0ee446b59df779c7cd5a73a0_202)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#ib9f13af64520436d9d009d2d6888e2b3_202)] [added: Services](#if21d4b1c0ee446b59df779c7cd5a73a0_205)] | | | [removed: [104](#ib9f13af64520436d9d009d2d6888e2b3_202)] [added: [119](#if21d4b1c0ee446b59df779c7cd5a73a0_205)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ib9f13af64520436d9d009d2d6888e2b3_208)] [added: Schedules](#if21d4b1c0ee446b59df779c7cd5a73a0_211)] | | | [removed: [105](#ib9f13af64520436d9d009d2d6888e2b3_208)] [added: [120](#if21d4b1c0ee446b59df779c7cd5a73a0_211)] | | |

| [Item 16. Form 10-K [removed: Summary](#ib9f13af64520436d9d009d2d6888e2b3_211)] [added: Summary](#if21d4b1c0ee446b59df779c7cd5a73a0_214)] | | | [removed: [107](#ib9f13af64520436d9d009d2d6888e2b3_211)] [added: [123](#if21d4b1c0ee446b59df779c7cd5a73a0_214)] | | |

This Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] (the “Annual Report”) and certain information incorporated herein by reference contains forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995.

- [added: recent changes in global] trade [removed: disputes between] [added: policy including tariffs and related trade actions announced by] the [removed: U.S.] [added: U.S., China] and [removed: China,] [added: other countries,] potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains;

[removed: We have based these assumptions on] information currently available to us, including through the market research and industry reports referred to in this Annual Report.

If any one or more of these assumptions turn out to be incorrect, actual market [added: results may differ from those predicted.]

| [Part I](#if21d4b1c0ee446b59df779c7cd5a73a0_13) | | | [2](#if21d4b1c0ee446b59df779c7cd5a73a0_13) | | |

| [Part II](#if21d4b1c0ee446b59df779c7cd5a73a0_40) | | | [34](#if21d4b1c0ee446b59df779c7cd5a73a0_40) | | |

| [PART III](#if21d4b1c0ee446b59df779c7cd5a73a0_190) | | | [119](#if21d4b1c0ee446b59df779c7cd5a73a0_190) | | |

| [Part IV](#if21d4b1c0ee446b59df779c7cd5a73a0_208) | | | [120](#if21d4b1c0ee446b59df779c7cd5a73a0_208) | | |

- our ability to integrate acquired businesses in an efficient and effective manner;

We have based these assumptions on

| [Part I](#ib9f13af64520436d9d009d2d6888e2b3_13) | | | [3](#ib9f13af64520436d9d009d2d6888e2b3_13) | | |

| [Part II](#ib9f13af64520436d9d009d2d6888e2b3_40) | | | [32](#ib9f13af64520436d9d009d2d6888e2b3_40) | | |

| [PART III](#ib9f13af64520436d9d009d2d6888e2b3_187) | | | [104](#ib9f13af64520436d9d009d2d6888e2b3_187) | | |

| [Part IV](#ib9f13af64520436d9d009d2d6888e2b3_205) | | | [105](#ib9f13af64520436d9d009d2d6888e2b3_205) | | |

results may differ from those predicted.

As a leading technology company, we are committed to [removed: helping] [added: help] strengthen internet security and to implementing measures designed to protect our company against illicit activities, including cyberattacks and malware.

[removed: As part of the framework,] we conduct due diligence which covers topics such as data protection, confidentiality, security, business continuity and incident management.

We regularly deploy simulated attacks and [added: related trainings.]

[removed: In exercising its oversight, the] [added: The] Board and, as appropriate, the relevant Board [removed: committees, assesses] [added: committees assess] the material risks facing the Company and evaluate management’s plans for managing material risk exposures.

[removed: The] [added: Additionally, the] Company conducts a formal annual risk assessment to identify, analyze and report on enterprise [removed: risks.][added: risks, the results of which are reported to and discussed with the Board.]

Our [added: Board, and appropriate] Board [removed: performs] [added: committees, perform] this oversight function through [removed: periodic] reports from [removed: management and Board committees.][added: management, which are delivered periodically or as needed.]

[removed: NXP senior leadership] [added: Management] regularly briefs the Audit Committee on cybersecurity matters and briefs the full Board on these issues at least annually or as needed.

As part of the framework,

From time to time, the company engages external cybersecurity assessor and advisors to support risk evaluation, control testing and program maturity benchmarking.

related trainings.

Our Board is responsible for overseeing these risk management processes.

The results of this risk assessment are reported to and discussed with the Board.

As of February [removed: 20, 2025,] [added: 19, 2026,] the Company operates owned manufacturing facilities primarily in the United States, Netherlands, Malaysia, China, Thailand and Taiwan, as well as in Singapore (SSMC) together with our joint venture partner TSMC.

The Company also owns or leases other properties in multiple countries for use as administrative, [added: sales or research and development facilities.]

sales or research and development facilities.

On [removed: February 12, 2025] [added: January 16, 2026,] there were [removed: 16] [added: 17] shareholders of record and [removed: 949,354] [added: 900,391] beneficial shareholders of our common stock.

At December 31, [removed: 2024,] [added: 2025,] there was [removed: approximately $336 million] [added: no amount] remaining under the 2022 Share Repurchase Program and [removed: another $2 billion] [added: $1,585 million] under the 2024 Share Repurchase Program.

The following table provides a summary of share repurchase activity during the three months ended December 31, [removed: 2024:][added: 2025:]

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or [removed: Program (1)] [added: Program1] | | | | | | Number of Shares Purchased as Trade for Tax [removed: (2)] | | |

[removed: (1)] [added: 1] Represents the number of shares that may be purchased under the remaining dollar repurchase authorizations noted above, calculated based on the share closing price at the end of the respective monthly period.

[removed: (2)] [added: 2] Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Company's equity programs.

The following graph shows a comparison, [removed: since] [added: from] December 31, [removed: 2019] [added: 2020,] of cumulative total return for NXP, the Standard & Poor's 500 Index, and the Philadelphia Stock Exchange Semiconductor Index.

The graph assumes $100 (not in millions) invested on December 31, [removed: 2019] [added: 2020,] in our common stock and each of the indices.

[removed: ][added: ]

| | | | 2025 | | | | | | 2024 | | |

| September 29, 2025 – November 2, 2025 | | | | | | 466,725 | | | | | | $220.95 | | | | | | 466,177 | | | | | | 8,055,445 | | | | | | 548 | | |

| November 3, 2025 – November 30, 2025 | | | | | | 956,704 | | | | | | $204.05 | | | | | | 287,670 | | | | | | 8,349,052 | | | | | | 669,034 | | |

| December 1, 2025 – December 31, 2025 | | | | | | 178,295 | | | | | | $224.34 | | | | | | 178,267 | | | | | | 7,300,155 | | | | | | 28 | | |

| Total | | | | | | 1,601,724 | | | | | | | | | | | | 932,114 | | | | | | | | | | | | 669,610 | | |

| | | | 2024 | | | | | | 2023 | | |

| September 30, 2024 – November 3, 2024 | | | | | | 874,964 | | | | | | $236.87 | | | | | | 494,314 | | | | | | 10,557,891 | | | | | | 380,650 | | |

| November 4, 2024 – December 1, 2024 | | | | | | 675,877 | | | | | | $228.50 | | | | | | 395,752 | | | | | | 10,592,322 | | | | | | 280,125 | | |

| December 2, 2024 – December 31, 2024 | | | | | | 425,589 | | | | | | $218.84 | | | | | | 425,697 | | | | | | 11,240,803 | | | | | | (108) | | |

| Total | | | | | | 1,976,430 | | | | | | | | | | | | 1,315,763 | | | | | | | | | | | | 660,667 | | |

| Report of independent registered public accounting firm | | | | | | [removed: [54](#ib9f13af64520436d9d009d2d6888e2b3_88)] [added: [59](#if21d4b1c0ee446b59df779c7cd5a73a0_88)] | | |

| \- EY Accountants B.V.; [removed: Eindhoven,] [added: Amsterdam,] the Netherlands; PCAOB ID: | | | 1396 | | | | | |

| Consolidated Statements of Operations | | | | | | [removed: [58](#ib9f13af64520436d9d009d2d6888e2b3_91)] [added: [64](#if21d4b1c0ee446b59df779c7cd5a73a0_91)] | | |

| Consolidated Statements of Comprehensive Income | | | | | | [removed: [59](#ib9f13af64520436d9d009d2d6888e2b3_94)] [added: [65](#if21d4b1c0ee446b59df779c7cd5a73a0_94)] | | |

| Consolidated Balance Sheets | | | | | | [removed: [60](#ib9f13af64520436d9d009d2d6888e2b3_97)] [added: [66](#if21d4b1c0ee446b59df779c7cd5a73a0_97)] | | |

| Consolidated Statements of Cash Flows | | | | | | [removed: [61](#ib9f13af64520436d9d009d2d6888e2b3_100)] [added: [67](#if21d4b1c0ee446b59df779c7cd5a73a0_100)] | | |

| Consolidated Statements of Changes in Equity | | | | | | [removed: [63](#ib9f13af64520436d9d009d2d6888e2b3_103)] [added: [69](#if21d4b1c0ee446b59df779c7cd5a73a0_103)] | | |

| Notes to the Consolidated Financial Statements | | | | | | [removed: [64](#ib9f13af64520436d9d009d2d6888e2b3_106)] [added: [70](#if21d4b1c0ee446b59df779c7cd5a73a0_106)] | | |

We have audited the accompanying consolidated balance sheets of NXP Semiconductors N.V. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: “(2013 framework)”,] [added: (2013 framework),] and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion [removed: thereon.][added: hereon.]

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| [removed: *Description] [added: Description] of the [removed: Matter*] [added: Matter] | | | As described in Note 2 to the consolidated financial statements, revenue is recorded for customers based on the amount that is expected to be collected, which considers whether the price is subject to a refund or adjustment. This variable consideration is estimated and reflects the impact of distributor incentive programs. The Company’s policy is to estimate such variable consideration using the most likely amount method, which takes into account the contractual terms, historical experience of rebate rates and pricing for distributors who participate in a distributor incentive program. Auditing management’s estimate of variable consideration under the distributor incentive programs is complex, due to the uncertainty inherent to the estimate, the application of management judgment, and the significant assumptions as noted above utilized in estimating the variable consideration. | | |

| [removed: *How] [added: How] We Addressed the Matter in Our [removed: Audit*] [added: Audit] | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for estimating the variable consideration of the distributor incentive programs. For example, we tested controls over management’s review of the assumptions used, results of calculations and assessment of the underlying data. To test management’s estimate of the variable consideration of the distributor incentive programs, our audit procedures included, among others, evaluating the estimation methodology used, the significant assumptions described above, and the underlying data used by the Company. We evaluated the estimation methodology used by management against the requirements of ASC 606. To evaluate the significant assumptions used by management, we compared them to the historical results and practices of the Company. Our audit procedures to test the completeness and accuracy of data inputs used by the Company included vouching distributor inventory on hand, rebate rates used and amounts of unclaimed distributor resales to contractual agreements, external confirmations and historical price and claim data, as appropriate. We [removed: recalculated the estimate using management’s model. We] also assessed the accuracy of management’s estimates by testing a sample of actual claimed allowances subsequent to year-end, against the period-end estimate. | | |

[removed: Eindhoven,] [added: Amsterdam,] the Netherlands

[removed: February 20, 2025][added: 2025]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | [removed: 12,614] [added: 12,269] | | | | | | [removed: 13,276] [added: 12,614] | | | | | | [removed: 13,205] [added: 13,276] | | |

| Cost of revenue | | | [removed: (5,495)] [added: (5,553)] | | | | | | [removed: (5,723)] [added: (5,495)] | | | | | | [removed: (5,688)] [added: (5,723)] | | |

| Gross profit | | | [removed: 7,119] [added: 6,716] | | | | | | [removed: 7,553] [added: 7,119] | | | | | | [removed: 7,517] [added: 7,553] | | |

| Research and development | | | [removed: (2,347)] [added: (2,360)] | | | | | | [removed: (2,418)] [added: (2,347)] | | | | | | [removed: (2,148)] [added: (2,418)] | | |

| Selling, general and administrative | | | [removed: (1,164)] [added: (1,204)] | | | | | | [removed: (1,159)] [added: (1,164)] | | | | | | [removed: (1,066)] [added: (1,159)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (136)] [added: (117)] | | | | | | [removed: (300)] [added: (136)] | | | | | | [removed: (509)] [added: (300)] | | |

| Total operating expenses | | | [removed: (3,647)] [added: (3,681)] | | | | | | [removed: (3,877)] [added: (3,647)] | | | | | | [removed: (3,723)] [added: (3,877)] | | |

| Other income (expense) | | | [removed: (55)] [added: 12] | | | | | | [removed: (15)] [added: (55)] | | | | | | [removed: 3] [added: (15)] | | |

| Operating income (loss) | | | [removed: 3,417] [added: 3,047] | | | | | | [removed: 3,661] [added: 3,417] | | | | | | [removed: 3,797] [added: 3,661] | | |

| Other financial income (expense) | | | [removed: (318)] [added: (384)] | | | | | | [removed: (309)] [added: (318)] | | | | | | [removed: (416)] [added: (309)] | | |

| Income (loss) before income taxes | | | [removed: 3,099] [added: 2,663] | | | | | | [removed: 3,352] [added: 3,099] | | | | | | [removed: 3,363] [added: 3,352] | | |

| Benefit (provision) for income taxes | | | [removed: (545)] [added: (525)] | | | | | | [removed: (523)] [added: (545)] | | | | | | [removed: (529)] [added: (523)] | | |

| Results relating to equity-accounted investees | | | [removed: (12)] [added: (70)] | | | | | | [removed: (7)] [added: (12)] | | | | | | [removed: (1)] [added: (7)] | | |

| Net income (loss) | | | [removed: 2,542] [added: 2,068] | | | | | | [removed: 2,822] [added: 2,542] | | | | | | [removed: 2,833] [added: 2,822] | | |

| Less: Net income (loss) attributable to non-controlling interests | | | [removed: 32] [added: 47] | | | | | | [removed: 25] [added: 32] | | | | | | [removed: 46] [added: 25] | | |

| [removed: Net] [added: Net] income (loss) attributable to [removed: stockholders] [added: stockholders] | | | [removed: 2,510] [added: 2,021] | | | | | | [removed: 2,797] [added: 2,510] | | | | | | [removed: 2,787] [added: 2,797] | | |

| – Basic | | | [removed: 9.84] [added: 8.00] | | | | | | [removed: 10.83] [added: 9.84] | | | | | | [removed: 10.64] [added: 10.83] | | |

| – Diluted | | | [removed: 9.73] [added: 7.95] | | | | | | [removed: 10.70] [added: 9.73] | | | | | | [removed: 10.55] [added: 10.70] | | |

| – Basic | | | [removed: 255,208] [added: 252,703] | | | | | | [removed: 258,381] [added: 255,208] | | | | | | [removed: 261,879] [added: 258,381] | | |

| – Diluted | | | [removed: 257,848] [added: 254,331] | | | | | | [removed: 261,370] [added: 257,848] | | | | | | [removed: 264,053] [added: 261,370] | | |

| Change in fair value cash flow hedges [removed: *] | | | [removed: (6)] [added: 7] | | | | | | [removed: 2] [added: (6)] | | | | | | [removed: (1)] [added: 2] | | |

| | | | Valuation of certain intangible assets acquired in business combinations | | |

| Description of the Matter | | | As described in Notes 2 and 3 to the consolidated financial statements, during 2025, the Company completed the acquisitions of TTTech Auto, Aviva Links and Kinara, Inc., for net considerations of $766 million, $248 million and $284 million, respectively. The fair value of identified intangible assets acquired, totaled $798 million and principally consisted of software, existing technology and in-process research and development (collectively, the “intangible assets”). The Company used the excess earnings method to estimate the fair values of the intangible assets acquired. The significant assumption management used to estimate the fair values of the intangible assets was the revenue growth rate for each acquired business. Auditing the Company’s valuation of the intangible assets was complex and required a high degree of auditor judgment, due to the significant estimation uncertainty inherent in assessing the revenue growth rates used by management, particularly because of the relatively limited market data about software-defined vehicle and AI-powered edge systems, on which to base the revenue growth rates. | | |

| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combination transactions. For example, we tested controls over the identification of intangible assets and the determination of the revenue growth rates. To audit the Company’s valuation of the intangible assets acquired, among other procedures, we read the purchase agreements and involved our valuation specialists to assist with our evaluation of whether the valuation methodology used by the Company was consistent with common valuation practice. Other procedures we performed, included assessing the reasonableness of the revenue growth rates by comparison to relevant third-party industry reports and, where possible, to historical revenues of the acquired business and anticipated and confirmed design-in and contract wins. | | |

February 19, 2026

| Assets held for sale | | | 372 | | | | | | — | | |

| Net income (loss) | | | 2,068 | | | | | | 2,542 | | | | | | 2,822 | | |

| Proceeds from the issuance of commercial paper notes | | | 2,426 | | | | | | — | | | | | | — | | |

| Repayment of commercial paper notes | | | (2,426) | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2025 | | | | | | 252,854 | | | | | | 56 | | | | | | 15,424 | | | | | | (4,283) | | | | | | 213 | | | | | | (1,354) | | | | | | 10,056 | | | | | | 395 | | | | | | 10,451 | | |

appropriate to reflect trends in pricing environments and inventory levels.

If an assessment indicates an investment is

| Year ended December 31, 2025 | | | 1.1738 | | | | | | 1.1242 | | | | | | 1.0400 | | | | | | 1.1745 | | |

| Great Britain pound | | | 27 | | | | | | 21 | | |

| Mexican peso | | | 31 | | | | | | 22 | | |

In December 2025, the FASB issued Accounting Standards Update (ASU) 2025-10, Accounting for Government Grants Received by Business Entities.

The amendments in ASU 2025-10 add guidance on the recognition, measurement, and presentation of government grants, leveraging the principles in IAS 20.

*TTTech Auto acquisition*

On June 17, 2025, NXP announced the closing of the acquisition of 100% of TTTech Auto for $766 million in cash ($675 million net of cash acquired).

TTTech Auto is a leader in innovating unique safety-critical systems and middleware for software-defined vehicles (SDVs).

The TTTech Auto acquisition complements and expands NXP’s system and software offerings in the Automotive and Industrial & IoT end markets.

The fair values of the assets acquired, and liabilities assumed in the TTTech Auto acquisition, by major class, were recognized as follows:

| Cash | | | 91 | | |

| Identified intangible assets | | | 347 | | |

| Goodwill | | | 306 | | |

| Net assets acquired | | | 766 | | |

The purchase price allocation contains valuations related to certain assets and liabilities as some of the estimates and assumptions are subject to change within the measurement period as additional information becomes available.

Goodwill arising from the TTTech Auto acquisition is attributed to the anticipated growth from new product sales, sales to new customers, the assembled workforce, and synergies expected from the combination.

The goodwill recognized is non-deductible for income tax purposes.

The identified intangible assets assumed were recognized as follows:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Fair value | | | | | | Weighted Average Estimated Useful Life (in Years) | | |

| Software | | | | | | 267 | | | | | | 11.5 | | |

| Technology | | | | | | 25 | | | | | | 11.5 | | |

| Customer relationships | | | | | | 50 | | | | | | 8.5 | | |

| Order backlog | | | | | | 5 | | | | | | 3.5 | | |

| Total identified intangible assets | | | | | | 347 | | | | | | 10.9 | | |

The income approach was applied to estimate the fair values of the intangible assets acquired.

Software, technology, customer relationships, and order backlog were valued using the excess earnings method, which reflects the present values of the projected cash flows that are expected to be generated by the software, technology, customer relationships, and order backlog less charges representing the contribution of other assets to those cash flows.

*Aviva Links acquisition*

| Extinguishment of debt | | | — | | | | | | — | | | | | | (18) | | |

* Reclassification adjustments included in Cost of revenue, Selling, general and administrative, Research and development and Results relating to equity-accounted investees in the Consolidated Statements of Operations.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Gain) loss on extinguishment of debt | | | — | | | | | | — | | | | | | 18 | | |

| Purchase of equipment leased to others | | | — | | | | | | — | | | | | | (5) | | |

| Proceeds of short-term deposits | | | 409 | | | | | | — | | | | | | — | | |

| Proceeds from return of equity investments | | | — | | | | | | — | | | | | | 10 | | |

| Balance as of January 1, 2022 | | | | | | 264,950 | | | | | | 56 | | | | | | 13,727 | | | | | | (1,932) | | | | | | 48 | | | | | | (5,371) | | | | | | 6,528 | | | | | | 242 | | | | | | 6,770 | | |

| Change in participation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3) | | | | | | (3) | | | | | | 3 | | | | | | — | | |

With the exception of eight instances (with a combined value of $57 million), the Company’s lease arrangements are all operating leases.

| Year ended December 31, 2022 | | | 1.0670 | | | | | | 1.0559 | | | | | | 0.9694 | | | | | | 1.1325 | | |

| Singapore dollar | | | 20 | | | | | | 110 | | |

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve disclosure requirements on reportable segments, primarily through enhanced disclosures about significant segment expenses.

The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (CODM) and included within each reported measure of segment profit or loss, requires disclosure of the position and title of the CODM, requires that a public entity that has a single reportable segment provide all the disclosures required by this ASU and all existing segment disclosures in Topic 280, and contains other disclosure requirements.

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

2023

2022

On July 19, 2022, we acquired PL Sense for a total consideration of $22.1 million, net of closing adjustments.

| Original Equipment Manufacturers and Electronic Manufacturing Services | | | 5,291 | | | | | | 5,963 | | | | | | 5,775 | | |

The classification of the grants' related assets and liabilities in the Company’s Consolidated Balance Sheets is as follows:

During the years ended December 31, 2024 and December 31, 2023, the Company was granted IPCEI ME/CT government assistance in multiple EU member states.

The duration of the IPCEI ME/CT grants is planned to run until the end of 2029.

| | | | 372 | | | | | | 168 | | |

| | | | | | | | | | | | | 300 | | | | | | | | | | | | 101 | | |

| Other results | | | 1 | | | | | | — | | | | | | (5) | | |

| | | | (12) | | | | | | (7) | | | | | | (1) | | |

| | | | 1,434 | | | | | | 1,855 | | |

During 2022, there was no new significant restructuring program.

The utilization of the restructuring liabilities mainly reflects the execution of ongoing restructuring programs the Company initiated in earlier years.

| Netherlands | | | 1,444 | | | | | | 1,398 | | | | | | 1,520 | | |

| Netherlands | | | (315) | | | | | | (281) | | | | | | (285) | | |

| Foreign | | | (502) | | | | | | (509) | | | | | | (480) | | |

| | | | amount | | | | | | % | | | | | | amount | | | | | | % | | | | | | amount | | | | | | % | | |

| Rate differential between the local statutory rates and the statutory rate of the Netherlands | | | (71) | | | | | | (2.3) | | | | | | (77) | | | | | | (2.3) | | | | | | (80) | | | | | | (2.4) | | |

| Net change in valuation allowance | | | 3 | | | | | | 0.1 | | | | | | (3) | | | | | | (0.1) | | | | | | — | | | | | | 0.0 | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025,] based on the criteria established in “*Internal Control* - *Integrated Framework (2013)*” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The Company’s independent registered public accounting firm, EY Accountants B.V., has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which appears in Part II, Item 8 of this Form 10-K.

[removed: There] [added: Except as described above, there] were no changes in the Company's internal control over financial reporting during the three and twelve month periods ended December 31, [removed: 2024,] [added: 2025,] which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company acquired each of TTTech Auto, Aviva Links and Kinara Inc. during the year ended December 31, 2025, and is currently in the process of integrating the TTTech Auto, Aviva and Kinara operations within the Company's control environment.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, excluded TTTech Auto, Aviva and Kinara, each of which were acquired during the year ended December 31, 2025.

The assets and revenue of TTTech Auto, Aviva and Kinara excluded from management's assessment of internal control over financial reporting each represent less than 3% of the Company's total assets as of December 31, 2025, and less than 1% of the Company's total revenues for the year ended December 31, 2025, respectively.

[removed: During the fourth quarter ended December 31, 2024,] [added: Except as described above,] no directors or Section 16 officers adopted or terminated any [removed: “Rule] [added: "Rule] 10b5-1 trading [removed: arrangement”] [added: arrangement"] or any [removed: “non-Rule] [added: "non-Rule] 10b5-1 trading [removed: arrangement,”] [added: arrangement,"] as each term is defined in Item 408(a) of Regulation [removed: S-K.][added: S-K, during the fourth quarter ended December 31, 2025.]

On December 8, 2025, Christopher Jensen, Executive Vice President and Chief People Officer of the Company, entered into a Rule 10b5-1 Trading Plan (the “Plan”), pursuant to which a maximum amount of 9,677 common shares of the Company may be sold under the Plan from February 2, 2026 through October 31, 2026.

The Plan terminates on the earlier of: (i) October 31, 2026, (ii) the first date on which all trades set forth in the Plan have been executed, or (iii) such date the Plan is otherwise terminated according to its terms.

On December 11, 2025, Andrew Hardy, Chief Sales Officer of the Company, entered into a Rule 10b5-1 Trading Plan (the “Trading Plan”), pursuant to which a maximum amount of 11,778 common shares of the Company, a portion of which are subject to the achievement and vesting of performance restricted stock units, may be sold under the Trading Plan from February 20, 2026 through April 01, 2027.

The Trading Plan terminates on the earlier of: (i) April 01, 2027, (ii) the first date on which all trades set forth in the Trading Plan have been executed, or (iii) such date the Trading Plan is otherwise terminated according to its terms.

Information required by this Item regarding our directors, executive officers and governance, appears under the captions "Item 3: (Re-)appointment of Directors", "Executive Officers", "Corporate Governance" and "How our Board Governs and Is Governed", in the [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2024] [added: 2025] in connection with the solicitation of proxies for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders, and is incorporated herein by reference.

The information under the captions “Executive Compensation” and “How Our Directors Are Compensated” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated herein by reference.

The information under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated herein by reference.

The information under the captions "Certain Relationships and Related Party Transactions," "Item 3: (Re-)appointment of Directors" and "How our Board Governs and Is Governed" in the [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated herein by reference.

The information under the captions "Independent Registered Public Accounting Firm," “Auditors' fees” and "Audit Committee Pre-Approval Policies" in the [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated herein by reference.

| 4.2 | | | | | | [Senior Indenture dated as of [removed: May 23, 2016, between] [added: December 6, 2018, among] NXP [removed: B.V. and] [added: B.V.,] NXP Funding [removed: LLC as Issuers,] [added: LLC,] each of the guarantors party thereto and Deutsche Bank Trust Company Americas as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit [removed: 2] [added: 4.13] of the Form [removed: 6-K] [added: 20-F] of NXP Semiconductors N.V. filed on [removed: August 2, 2016)](https://www.sec.gov/Archives/edgar/data/1413447/000119312516667602/d233873dex2.htm)] [added: March 1, 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] | | |

| 4.3 | | | | | | [Senior Indenture dated as of [removed: December 6, 2018,] [added: June 18, 2019,] among NXP B.V., NXP Funding LLC, [removed: each of the guarantors party thereto] [added: NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor] and Deutsche Bank Trust Company Americas as [removed: trustee] [added: Trustee] (incorporated by reference to Exhibit [removed: 4.13] [added: 4] of the Form [removed: 20-F] [added: 6-K] of NXP Semiconductors N.V. filed on [removed: March 1, 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] [added: July 30, 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] | | |

| 4.4 | | | | | | [Senior [removed: Indenture] [added: Indenture,] dated as of [removed: June 18, 2019,] [added: May 1, 2020,] among NXP B.V., NXP Funding LLC, NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor and Deutsche Bank Trust Company [removed: Americas] [added: Americas,] as Trustee (incorporated by reference to Exhibit [removed: 4 of] [added: 4.1 to] the [added: Company’s Current Report on] Form [removed: 6-K] [added: 8-K] of NXP Semiconductors [removed: N.V.] [added: N.V.,] filed on [removed: July 30, 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] [added: May 1, 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] | | |

| [removed: 4.5] [added: 4.7] | | | | | | [removed: [Senior] [added: [Base] Indenture, dated [removed: as of] May [removed: 1, 2020,] [added: 16, 2022,] among NXP B.V., NXP [removed: Funding] [added: Funding,] LLC, NXP USA, [removed: Inc. as Issuers,] [added: Inc.,] NXP Semiconductors N.V. [removed: as Guarantor] and Deutsche Bank Trust Company [removed: Americas, as Trustee] [added: Americas] (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on May [removed: 1, 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] [added: 16, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Senior Indenture, dated as of May 11, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May 11, 2021)](https://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex41.htm) | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Senior Indenture, dated as of November 30, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on November 30, 2021)](https://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex41.htm) | | |

| 4.8 | | | | | | [removed: [Base] [added: [First Supplemental] Indenture, dated [added: as of] May 16, 2022, among NXP B.V., NXP Funding, LLC, NXP USA, Inc., NXP Semiconductors N.V. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on May 16, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm)] | | |

| 4.9 | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: May 16, 2022,] [added: August 19, 2025,] among NXP [removed: B.V.,] [added: BV,] NXP [removed: Funding,] [added: Funding] LLC, NXP USA, [removed: Inc.,] NXP Semiconductors [removed: N.V.] [added: NV] and Deutsche Bank Trust Company [removed: Americas] [added: Americas, as trustee] (incorporated by reference to Exhibit 4.2 to the [removed: Company’s Current Report on] Form 8-K of NXP Semiconductors [removed: N.V.] [added: NV,] filed on [removed: May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm)] [added: August 19, 2025)](https://www.sec.gov/Archives/edgar/data/1413447/000119312525183440/d95333dex42.htm)] | | |

| [removed: 10.12+] [added: 10.19+] | | | | | | [Form of [added: Performance] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP [removed: Semiconductors] [added: Semiconductors,] N.V., filed on [removed: October 27, 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm)] [added: November 5, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000089/exhibit101formpsuaagreem.htm)] | | |

| [removed: 10.13+] [added: 10.12+] | | | | | | [Employment Agreement dated August 25, 2021 between NXP USA, Inc. and Jennifer Wuamett (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on August 26, 2021)](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm) | | |

| [removed: 10.14+] [added: 10.13+] | | | | | | [Employment Agreement dated October 12, 2021 between NXP USA, Inc. and Bill Betz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on October 12, 2021)](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm) | | |

| [removed: 10.15+] [added: 10.14+] | | | | | | [Employment Agreement dated May 10, 2021 between NXP USA, Inc. and Andy Micallef (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V. filed on May 3, 2022](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm) | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Amended and Restated Revolving Credit Agreement, dated as of August 26, 2022, among NXP B.V., NXP Funding LLC, the several lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on August 29, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex101.htm) | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Amended and Restated Guaranty Agreement, dated as of August 26, 2022, among NXP Semiconductors N.V., NXP USA, Inc. and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on August 29, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex102.htm) | | |

| [removed: 10.18+] [added: 10.17+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V. filed on November 1, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000067/exhibit103formofpsuaward.htm) | | |

| [removed: 10.19+] [added: 10.18+] | | | | | | [Employment Agreement dated July 31, 2020 between NXP USA, Inc. and Christopher Jensen (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors, N.V. filed on May 2, 2023)](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000020/cjensenemplagrm.htm) | | |

| [removed: 10.20+] [added: 10.28+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP [removed: Semiconductors, N.V.,] [added: Semiconductors NV] filed on [removed: November 5, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000089/exhibit101formpsuaagreem.htm)] [added: July 24, 2025)](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000106/formofpsuawardagreement.htm)] | | |

| [removed: 10.21] [added: 10.20] | | | | | | [€640.0 Million Facility A Agreement, dated as of November 22, 2024, between NXP B.V. and European Investment Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors, N.V. filed on November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex101.htm) | | |

| [removed: 10.22] [added: 10.21] | | | | | | [Guaranty, dated as of November 22, 2024, among NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc., as guarantors, and European Investment Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors, N.V. filed on November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex102.htm) | | |

| [removed: 10.23] [added: 10.22] | | | | | | [Form of Commercial Paper Dealer Agreement among NXP B.V., NXP Funding LLC and NXP USA, Inc., as issuers, NXP Semiconductors N.V., as parent guarantor, and the applicable Dealer party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K of NXP Semiconductors, N.V. filed on November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex103.htm) | | |

| 19.1* | | | | | | [Insider Trading Policy effective as of March 1, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a191nxpinsidertradingpol.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a191nxpinsidertradingpol.htm)] | | |

| 21.1* | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a211listofsubsidiaries20.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a211listofsubsidiaries20.htm)] | | |

| 22.1* | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a221nxp-guarantorlist202.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a221nxp-guarantorlist202.htm)] | | |

| 23.1* | | | | | | [Consent [removed: of](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a231consentforincorporat.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a231consentforincorporat.htm)] [EY Accountants [removed: B.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a231consentforincorporat.htm)] [added: B.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a231consentforincorporat.htm)] | | |

| 31.1* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a2025q4exhibit311.htm)] | | |

| 31.2* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a2025q4exhibit312.htm)] | | |

| 32.1* | | | | | | [Section 1350 Certifications of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344726000008/a2025q4exhibit321.htm)] | | |

| 10.24 | | | | | | [€360 Million Facility B Agreement, dated as of January 13, 2025, between NXP BV and the European Union Investment Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors NV filed on January 13, 2025)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413447/000119312525005299/d896442d8k.htm) | | |

| 10.25+ | | | | | | [Management Agreement, dated April 28, 2025, dated April 28, 2025, between the Company and Rafael Sotomayor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of the NXP Semiconductors NV filed on April 28,2025)](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000027/exhibit101rafaelsotomayo.htm) | | |

| 10.26+ | | | | | | [Employment Agreement, dated April 28, 2025 between NXP USA, Inc. and Rafael Sotomayor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors NV filed on April 28, 2025)](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000027/exhibit102rafaelsotomayo.htm) | | |

| 10.27+ | | | | | | [Retirement Agreement, dated April 28, 2025, between NXP Semiconductors Germany GmbH, the Company and Kurt Sievers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K of NXP Semiconductors NV filed on April 28, 2025)](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000027/exhibit103kurtretirement.htm) | | |

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| Date: February [removed: 20, 2025] [added: 19, 2026] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on February [removed: 20, 2025.][added: 19, 2026.]

| /s/RAFAEL SOTOMAYOR | | | | | | /s/WILLIAM J. BETZ | | |

| Rafael Sotomayor | | | | | | William J. Betz | | |

| /s/KURT SIEVERS | | | | | | /s/WILLIAM J. BETZ | | |

| Kurt Sievers | | | | | | William J. Betz | | |