A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Board has approved the purchase of shares from participants in NXP's equity programs to satisfy participants' tax withholding obligations and this authorization will remain in effect until terminated by the Board. In January 2022, the Board approved the repurchase of shares up to a maximum of $2 billion (the Share Repurchase Program"). In August 2024, the Board approved an additional $2 billion authorization to the Share Repurchase Program. Per September 29, 2024, there was approximately $2.6 billion remaining for the repurchase of shares under the Share Repurchase Program.

The following share repurchase activity occurred under these programs during the three months ended September 29, 2024:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareNumber of Shares Purchased as Part of Publicly Announced Buy Back ProgramsMaximum Number of Shares That May Yet Be Purchased Under the Buy Back ProgramNumber of Shares Purchased as Trade for Tax (1)
July 1, 2024 – August 4, 2024448,603$267.08433,6613,450,47014,942
August 5, 2024 – September 1, 2024405,290$247.02401,22710,614,7754,063
September 2, 2024 – September 29, 2024365,142$232.19365,14210,763,975—
Total1,219,0351,200,03019,005

(1) Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Company's equity programs.

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