Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements which include statements regarding the Company’s intended use of proceeds for borrowings under the Facility Agreement, a potential second facility agreement, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from th…

Entry into a Material Definitive Agreement Facility Agreement On September 1, 2026, NXP B.V., a wholly owned, direct subsidiary of NXP Semiconductors N.V. (the “ Company ”), entered into a facility agreement (the “ Facility Agreement ”) with European Investment Bank (“ EIB ”), which provides for a $250.0 million unsecured senior loan facility. The proceeds from borrowings under the Facility Agreement are expected to be used, to fund the design and implementation of an expansion of an existing…

Other Events. On August 28, 2026, the Board of Directors of NXP Semiconductors N.V. (the “Company”) approved the payment of an interim dividend of $1.014 per ordinary share for the third quarter of 2026. The interim dividend will be paid on October 8, 2026 to the Company’s shareholders of record as of September 16, 2026. A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Results of Operations and Financial Condition. On July 28, 2026, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2026. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by referen…

Other Events. On June 11, 2026, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the second quarter of 2026. The interim dividend will be paid on July 9, 2026 to shareholders of record as of June 24, 2026. A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Results of Operations and Financial Condition. On April 28, 2026, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2026. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by referen…

Other Events On April 20, 2026, NXP Semiconductors N.V. ("NXP") issued a press release announcing that its subsidiary, NXP B.V., together with NXP USA Inc. and NXP Funding LLC, has redeemed the principal amount of US$750 million outstanding 3.875% senior notes due June 2026 (the “Notes”), in accordance with the terms of the applicable indenture covering the Notes. A copy of the Company's press release announcing the redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K, an…

Other Events. On March 12, 2026, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the first quarter of 2026. The interim dividend will be paid on April 9, 2026 to shareholders of record as of March 25, 2026. A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

General Counsel and Secretary — Jennifer Wuamett: Ms. Jennifer Wuamett is retiring from her roles as General Counsel and Secretary, with a successor already appointed.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. The information set forth in

Entry into a Material Definitive Agreement. On February 6, 2026 (the “Closing Date”), NXP B.V. (the “Company”), a wholly owned, direct subsidiary of NXP Semiconductors N.V. (“NXP N.V.”), and NXP Funding LLC (together with the Company, the “Borrowers”), a wholly owned, indirect subsidiary of NXP N.V., the lenders and letter of credit issuers party thereto and Barclays Bank PLC, as administrative agent, amended and restated its revolving credit agreement (the “Second Amended and Restated Revolv…

Results of Operations and Financial Condition. On February 2, 2026, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2025. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorp…

Other Events. On November 19, 2025, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the fourth quarter of 2025. The interim dividend will be paid on January 7, 2026 to shareholders of record as of December 10, 2025. A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

CEO — Kurt Sievers: Kurt Sievers retired as CEO and executive director, succeeded by Rafael Sotomayor.

Results of Operations and Financial Condition. On October 27, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third quarter 2025. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by refer…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Entry into a Material Definitive Agreement On August 19, 2025, NXP B.V., NXP Funding LLC, NXP USA, Inc. (the “ Issuers ”) and NXP Semiconductors N.V. (the “ Company ”) completed an underwritten public offering of $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2028 (the “ 2028 Notes ”), $300,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “ 2032 Notes ”) and $700,000,000 aggregate principal amount of 5.250% Senior Notes due 2035 (the “ 2035 Notes ” a…

Other Events. On August 12, 2025, NXP B.V., NXP Funding LLC, NXP USA, Inc. (the “ Issuers ”) and NXP Semiconductors N.V. (the “ Company ”) executed and delivered an underwriting agreement (the “ Underwriting Agreement ”), by and among the Issuers, the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “ Underwriters ”), related to…

Results of Operations and Financial Condition. On July 21, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its second quarter 2025. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by referen…

Other Events. On June 12, 2025, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the second quarter of 2025. The interim dividend will be paid on July 9, 2025 to shareholders of record as of June 25, 2025. A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

CEO — Kurt Sievers: Mr. Kurt Sievers is retiring as CEO and executive director, succeeded by Rafael Sotomayor.

Results of Operations and Financial Condition. On April 28, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first quarter 2025. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by referen…

Other Events. On March 6, 2025, the Board of Directors of NXP Semiconductors N.V. (the "Company") approved the payment of an interim dividend of $1.014 per ordinary share for the first quarter of 2025. The interim dividend will be paid on April 9, 2025 to shareholders of record as of March 19, 2025. A copy of the Company's press release announcing the dividend payment and additional share repurchase authorization is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorpora…

Results of Operations and Financial Condition. On February 3, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its fourth quarter and full-year 2024. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorp…

Entry into a Material Definitive Agreement. Facility Agreement On January 13, 2025, NXP B.V., a wholly owned, direct subsidiary of NXP Semiconductors N.V. (the “ Compan y”), entered into a facility agreement (the “ Facili ty Agreement ”) with the European Investment Bank (“ EIB ”), which provides for a €360.0 million unsecured senior loan facility. The proceeds from borrowings under the Facility Agreement are expected to be used to fund the research, development and innovation of semiconducto…