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, 2024.

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 "2022 Share Repurchase Program"). In August 2024, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2024 Share Repurchase Program") in addition to the 2022 Share Repurchase Program. At March 30, 2025, there was approximately $36 million remaining under the 2022 Share Repurchase Program and another $2 billion under the 2024 Share Repurchase Program.

The following share repurchase activity occurred under these programs during the three months ended March 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid per Share	Number of Shares Purchased as Part of Publicly Announced Buy Back Programs	Maximum Number of Shares That May Yet Be Purchased Under the Buy Back Program	Number of Shares Purchased as Trade for Tax (1)
January 1, 2025 – February 2, 2025	484,186	$212.26	477,700	10,716,860	6,486
February 3, 2025 – March 2, 2025	466,321	$221.42	460,878	9,893,293	5,443
March 3, 2025 – March 30, 2025	462,866	$208.83	462,171	10,718,353	695
Total	1,413,373		1,400,749		12,624

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

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