NXPI / NXP Semiconductors N.V. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhoven Netherlands 5656 AG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Sem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2026 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

NXP Semiconductors Reports First Quarter 2026 Results

NXP Semiconductors Reports First Quarter 2026 Results EINDHOVEN, The Netherlands, April 28, 2026 – NXP Semiconductors N.

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2026 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

NXP Announces Redemption of 3.875% Senior Notes Due 2026

NXP Announces Redemption of 3.875% Senior Notes Due 2026 Eindhoven, The Netherlands, April 20, 2026– NXP Semiconductors N.V. (NASDAQ: NXPI) ("NXP") announced today 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 applicab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ý Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, March 12, 2026 – As part of its ongoing capital return program, NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2026 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

Exhibit 19.1 NXP Semiconductors, High Tech Campus 60, 5656 AG Eindhoven, the Netherlands PUBLIC www.nxp.com NXP SEMICONDUCTORS N.V.'S INSIDER TRADING POLICY INTRODUCTION As an NXP employee or director, this Insider Trading Policy applies to you. This

a191nxpinsidertradingpol Exhibit 19.1 NXP Semiconductors, High Tech Campus 60, 5656 AG Eindhoven, the Netherlands PUBLIC www.nxp.com NXP SEMICONDUCTORS N.V.'S INSIDER TRADING POLICY INTRODUCTION As an NXP employee or director, this Insider Trading Policy applies to you. This Policy is intended to ensure that all NXP employees and members of NXP's Board, as well as consultants, contractors and othe

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2025 Country of incorporation Name legal entity Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH A

a211listofsubsidiaries20 Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2025 Country of incorporation Name legal entity Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH Austria TTTech Auto GmbH Belgium NXP Semiconductors Belgium N.V. Bosnia TTTech Auto d.o.o. Banja Luka Brazil NXP Semicondutore

Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiaries of NXP Semiconductors N.V. (the “Company”) identified in the table below have issued the debt securities listed opposite each such subsidiary issuer. The

a221nxp-guarantorlist202 Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiaries of NXP Semiconductors N.V. (the “Company”) identified in the table below have issued the debt securities listed opposite each such subsidiary issuer. The Company has fully and unconditionally guaranteed all such securities. Subsidiary Issuers Guaranteed Securities NXP B.V. and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 4, 2026 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 4, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 6, 2026 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 6, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

SECOND AMENDED AND RESTATED GUARANTY

EX-4.2 Exhibit 4.2 Execution Version SECOND AMENDED AND RESTATED GUARANTY SECOND AMENDED AND RESTATED GUARANTY, dated as of February 6, 2026 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, this “Guaranty”), made by NXP Semiconductors N.V., with its corporate seat in Eindhoven, the Netherlands (“NXP Semiconductors”) and NXP USA, Inc., a Delaware c

$3,000,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 6, 2026, NXP B.V. NXP FUNDING LLC, as the Borrowers, The Several Lenders From Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent, the Lett

EX-4.1 Exhibit 4.1 Execution Version $3,000,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 6, 2026, among NXP B.V. and NXP FUNDING LLC, as the Borrowers, The Several Lenders From Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent, and the Letter of Credit Issuers BARCLAYS BANK PLC, BNP PARIBAS SA, CITIBANK, N.A., COÖPERATIEVE RABOBANK U.A.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2026 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2026 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Reports Fourth Quarter and Full-year 2025 Results

NXP Semiconductors Reports Fourth Quarter and Full-year 2025 Results EINDHOVEN, The Netherlands, February 2, 2026 – NXP Semiconductors N.

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 19, 2025 – As part of its ongoing capital return program, NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2025 NXP Semiconduct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2025 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Reports Third Quarter 2025 Results

NXP Semiconductors Reports Third Quarter 2025 Results EINDHOVEN, The Netherlands, October 27, 2025 – NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP

144

144 0001341767 XXXXXXXX LIVE 0001413447 NXP SEMICONDUCTORS N.V. 001-34841 60 High Tech Campus Eindhoven P7 5656 AG 31 40 2729999 ANDREW J MICALLEF Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 1000 216210.00 252114595 09/15/2025 NASDAQ Common 08/03/2023 Restricted Stock ISSUER N 533 08/03/2023 Not Applicable Common 11/01/20

NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Companies NXP SEMICONDUCTORS N.V. as Parent Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 19, 2025 TO THE INDENTURE Dated as of May 16, 20

EX-4.2 Exhibit 4.2 NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Companies NXP SEMICONDUCTORS N.V. as Parent Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 19, 2025 TO THE INDENTURE Dated as of May 16, 2022 TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF SUPPLEMENTAL INDENTURE AND DEFINITIONS Section 1.01. Application of this Supplem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 NXP Semiconductors N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.300% SENIOR NOTES DUE 2028 $300,000,000 4.850% SENIOR NOTES DUE 2032 $700,000,000 5.250% SENIOR NOTES DUE 2035 AS GUARANTEED BY NXP SEMICONDUCTORS N.V. UNDERWRITING AGREEMENT August 12, 2025

EX-1.1 Exhibit 1.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.300% SENIOR NOTES DUE 2028 $300,000,000 4.850% SENIOR NOTES DUE 2032 $700,000,000 5.250% SENIOR NOTES DUE 2035 AS GUARANTEED BY NXP SEMICONDUCTORS N.V. UNDERWRITING AGREEMENT August 12, 2025 August 12, 2025 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Goldman Sachs & Co. LLC 200 West Street New York, New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 NXP Semiconductors N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

Security Type

Calculation of Filing Fee Tables S-3 NXP Semiconductors N.V. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Ini

$1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.300% Senior Notes due 2028 $300,000,000 4.850% Senior Notes due 2032 $700,000,000 5.250% Senior Notes due 2035

424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-289512 PROSPECTUS SUPPLEMENT (To Prospectus dated August 12, 2025) $1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.300% Senior Notes due 2028 $300,000,000 4.850% Senior Notes due 2032 $700,000,000 5.250% Senior Notes due 2035 We are offering $500,000,000 aggregate principal amount of our 4.300% senior notes due 2028 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as

Security Type

Calculation of Filing Fee Tables S-3 NXP Semiconductors N.V. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Ini

As filed with the Securities and Exchange Commission on August 12, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

Subject to Completion, dated August 12, 2025

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-289512 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is part of an effective registration statement filed with the U.S. Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not

$1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. August 12, 2025 $500,000,000 4.300% SENIOR NOTES DUE 2028 $300,000,000 4.850% SENIOR NOTES DUE 2032 $700,000,000 5.250% SENIOR NOTES DUE 2035 PRICING TERM SHEET Issuers: NXP B.V., NXP Funding LLC

FWP Filed pursuant to Rule 433 Registration No. 333-289512 Issuer Free Writing Prospectus dated August 12, 2025 Relating to Preliminary Prospectus Supplement dated August 12, 2025 $1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. August 12, 2025 $500,000,000 4.300% SENIOR NOTES DUE 2028 $300,000,000 4.850% SENIOR NOTES DUE 2032 $700,000,000 5.250% SENIOR NOTES DUE 2035 PRICING TERM SHEET Issue

Form of Performance Restricted Stock Unit Award Agreement

formofpsuawardagreement Exhibit 10.1 NXP SEMICONDUCTORS N.V. 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This Performance Restricted Stock Unit Award Agreement (this “PSU Agreement”) is made effective as of the date indicated in the grant summary in the Company’s equity recordkeeping system (the “Date of Grant”), by and between NXP Semiconductors N.V., a public li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semi

NXP Semiconductors Reports Second Quarter 2025 Results

NXP Semiconductors Reports Second Quarter 2025 Results EINDHOVEN, The Netherlands, July 21, 2025 – NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 21, 2025 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 21, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, June 12, 2025 – As part of its ongoing capital return program, NXP Semiconductors N.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 11, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhoven Netherlands 5656 AG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Sem

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

Retirement Agreement dated April 28, 2025 between (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K of NXP Semiconductors N.V., filed on April 28. 2025)

Exhibit 10.3 RETIREMENT AGREEMENT between 1. NXP Semiconductors Germany GmbH, a company registered and incorporated under the laws of Germany having its principal place of business in Hamburg (the “Company”), 2. NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap) with seat in Eindhoven, the Netherlands and address at High Tech Campus 60, 5656 AG Eindho- ven, the Net

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

Employment Agreement dated April 28, 2025 between NXP USA, Inc. and Rafael Sotomayor.

1 Exhibit 10.2 [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT] Rafael Sotomayor (*************************) April 2025 EMPLOYMENT AGREEMENT This agreement (“Agreement”), is entered into as of 28 April 2025 (“Effective Date”), by and between NXP USA, Inc. (“NXP” or “the Company”) and you, Rafael Sotomayor (“You” or “Employee”). In consideration of the mutual promis

NXP Semiconductors Reports First Quarter 2025 Results Announces Management Transition

NXP Semiconductors Reports First Quarter 2025 Results Announces Management Transition EINDHOVEN, The Netherlands, April 28, 2025 – NXP Semiconductors N.

Management Agreement dated April 28, 2025 between the Company and Rafael Sotomayor.

Exhibit 10.1 MANAGEMENT AGREEMENT THIS AGREEMENT IS DATED APRIL 28, 2025 AND MADE BETWEEN: (1) NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap) with seat in Eindhoven, the Netherlands and address at High Tech Campus 60, the Netherlands (“NXP”); and (2) Rafael Sotomayor (“Mr. Sotomayor”). BACKGROUND: (A) Mr. Sotomayor has been designated by the NXP Board of Direct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2025 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, March 6, 2025 – As part of its ongoing capital return program, NXP Semiconductors N.

Subsidiary Guarantors and Issuers of Guaranteed Securities

Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiaries of NXP Semiconductors N.V. (the “Company”) identified in the table below have issued the debt securities listed opposite each such subsidiary issuer. The Company has fully and unconditionally guaranteed all such securities. Subsidiary Issuers Guaranteed Securities NXP B.V. and NXP Funding LLC (Co-Issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

Insider Trading Policy effective as of March 1, 2023

Exhibit 19.1 NXP Semiconductors, High Tech Campus 60, 5656 AG Eindhoven, the Netherlands PUBLIC www.nxp.com NXP SEMICONDUCTORS N.V.'S INSIDER TRADING POLICY INTRODUCTION As an NXP employee or director, this Insider Trading Policy applies to you. This Policy is intended to ensure that all NXP employees and members of NXP's Board, as well as consultants, contractors and others who may be granted acc

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2024 Country of incorporation Name legal entity Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH Belgium NXP Semiconductors Belgium N.V. Brazil NXP Semicondutores Brasil Ltda. Canada NXP Canada Inc. Cayman Islands Brightstar Merger Sub, Inc. China

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 10, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

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NXP Agrees to Acquire Edge AI Pioneer Kinara to Redefine the Intelligent Edge •Enhances NXP's leading processing portfolio with cutting edge NPUs and AI software, driving intelligent system solutions across the industrial and automotive edge markets.

NXP Semiconductors Reports Fourth Quarter and Full-Year 2024 Results

NXP Semiconductors Reports Fourth Quarter and Full-Year 2024 Results EINDHOVEN, The Netherlands, February 3, 2025 – NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

€360.0 Million Facility B Agreement, dated as of January 13, 2025, between NXP B.V. and the European Investment Bank.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. FI N°: 98377 Serapis N°:2024-0024 NXP EUROPEAN SEMICONDUCTOR RDI EUR 360,000,000 Facility B Agreement between European Investment Bank and NXP B.V. 13 Janu

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 NXP SEMICONDUCTORS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands (State or Other Jurisdiction of Incorporation) 001-34841 98-1144352 (Commis

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 7, 2025 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

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NXP Accelerates the Transformation to Software-Defined Vehicles (SDV) with Agreement to Acquire TTTech Auto •NXP strengthens its automotive business with a leading software solution provider specialized in the systems, safety and security required for SDVs •TTTech Auto complements and accelerates the NXP CoreRide platform, enabling automakers to reduce complexity, maximize system performance and shorten time to market •The acquisition is the next milestone in NXP’s strategy to be the leader in intelligent edge systems in automotive and Industrial IoT EINDHOVEN, The Netherlands, January 7, 2025 - NXP Semiconductors N.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

€640.0 Million Facility A Agreement, dated as of November 22, 2024, between NXP B.V. and European Investment Bank.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. FI N°: 97662 Serapis N°:2024-0024 NXP EUROPEAN SEMICONDUCTOR RDI EUR 640,000,000 Facility A Agreement between European Investment Bank and NXP B.V. 22 Nove

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 21, 2024 NXP SEMICONDUCTORS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands (State or Other Jurisdiction of Incorporation) 001-34841 98-1144352 (Commi

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.

Exhibit 10.2 GUARANTY GUARANTY, dated as of 22 November 2024 (this “Guaranty”), made by NXP Semiconductors N.V., a public limited company (naamloze vennootschap) registered with the Dutch trade register under number 34253298, incorporated in the Netherlands, with its official seat (statutaire zetel) in Eindhoven, the Netherlands (“NXP Semiconductors”), NXP USA, Inc., a Delaware corporation (“NXP I

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.

EXHIBIT 10.3* Commercial Paper Dealer Agreement 4(a)(2) Program Among: NXP B.V., NXP Funding LLC, and NXP USA, Inc., jointly, as Issuers, NXP Semiconductors N.V., as Parent Guarantor, and [***], as Dealer Concerning Notes to be issued pursuant to a Commercial Paper Issuing and Paying Agent Agreement, dated as of [***], 2024, among the Issuers, the Parent Guarantor and [***], as Issuing and Paying

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 21, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 21, 2024 – As part of its ongoing capital return program, NXP Semiconductors N.

NXPI / NXP Semiconductors N.V. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GNXPSemicon.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) NXP Semiconductors NV (Title of Class of Sec

NXP Semiconductors Reports Third Quarter 2024 Results

I NXP Semiconductors Reports Third Quarter 2024 Results EINDHOVEN, The Netherlands, November 4, 2024 – NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

Form of Performance Restricted Stock Unit Award Agreement

Exhibit 10.1 NXP SEMICONDUCTORS N.V. 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This Performance Restricted Stock Unit Award Agreement (this “PSU Agreement”) is made effective as of the date indicated in the grant summary in the Company’s equity recordkeeping system (the “Date of Grant”), by and between NXP Semiconductors N.V., a public limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP

NXPI / NXP Semiconductors N.V. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GNXPSemicon.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) NXP Semiconductors NV (Title of Class of Secu

NXPI / NXP Semiconductors N.V. / JPMORGAN CHASE & CO - FILING NXP SEMICONDUCTORS N.V. Passive Investment

SC 13G/A 1 NXPSemiconductorsNV.htm FILING NXP SEMICONDUCTORS N.V. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* NXP Semiconductors N.V. (Name of Issuer) Common shares, EUR 0.20 par value (Title of Class of Securities) N6596X109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing

NXP Semiconductors Announces Quarterly Dividend and Additional Share Repurchase Authorization

NXP Semiconductors Announces Quarterly Dividend and Additional Share Repurchase Authorization EINDHOVEN, The Netherlands, August 29, 2024 – As part of its ongoing capital return program, NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 2024 NXP Semiconductor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semi

NXP Semiconductors Reports Second Quarter 2024 Results

NXP Semiconductors Reports Second Quarter 2024 Results EINDHOVEN, The Netherlands, July 22, 2024 – NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

VIS and NXP to Establish a Joint Venture to Build and Operate a 300mm Fab

VIS and NXP to Establish a Joint Venture to Build and Operate a 300mm Fab Hsinchu, Eindhoven, June 5, 2024 – Vanguard International Semiconductor Corporation (“VIS”, TPEx 5347) and NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2024 NXP Semiconductors N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 29, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, May 30, 2024 – As part of its ongoing capital return program, NXP Semiconductors N.

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1, 202

Exhibit 1.01 NXP Semiconductors N.V. Conflict Minerals Report For the reporting period from January 1, 2023 to December 31, 2023 This Conflict Minerals Report (the “Report”) of NXP Semiconductors N.V. has been prepared under Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2023 to December 31, 2023. NXP Semic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhoven Netherlands 5656 AG

NXP Semiconductors Reports First Quarter 2024 Results

NXP Semiconductors Reports First Quarter 2024 Results EINDHOVEN, The Netherlands, April 29, 2024 – NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Sem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ý Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

NXPI / NXP Semiconductors N.V. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.8 NXP SEMICONDUCTORS NV COMMON STOCK Cusip #N6596X109 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N6596X109 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 24,347,653 Item 6: 0 Item 7: 25,743,024 Item 8: 0 Ite

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, March 7, 2024 – As part of its ongoing capital return program, NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2024 NXP Semiconductors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2022 Country of incorporation Name legal entity Australia Cohda Wireless Pty Ltd. (27%)* Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH Belgium NXP Semiconductors Belgium N.V. Brazil NXP Semicondutores Brasil Ltda. Canada NXP Canada Inc. China NX

Subsidiary Guarantors and Issuers of Guaranteed Securities

Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiaries of NXP Semiconductors N.V. (the “Company”) identified in the table below have issued the debt securities listed opposite each such subsidiary issuer. The Company has fully and unconditionally guaranteed all such securities. Subsidiary Issuers Guaranteed Securities NXP B.V. and NXP Funding LLC (Co-Issue

Clawback Policy effective as of May 24, 2023

1 Exhibit 97.1 NXP SEMICONDUCTORS N.V. CLAWBACK POLICY The Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NXP Semiconductors N.V. (the “Company”) believes it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and such other individuals as determined by the Commit

NXPI / NXP Semiconductors N.V. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.7 NXP SEMICONDUCTORS NV COMMON STOCK Cusip #N6596X109 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N6596X109 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 24,327,524 Item 6: 0 Item 7: 25,750,144 Item 8: 0 Item 9: 25,750,144 Item 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2024 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXPI / NXP Semiconductors N.V. / BlackRock Inc. Passive Investment

SC 13G/A 1 nl0009538784020524.txt nl0009538784020524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) NXP Semiconductors N.V. - (Name of Issuer) Common Stock - (Title of Class of Securities) B505PN7 - (SEDOL Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

NXP Semiconductors Reports Fourth Quarter and Full-year 2023 Results

NXP Semiconductors Reports Fourth Quarter and Full-year 2023 Results EINDHOVEN, The Netherlands, February 5, 2024 – NXP Semiconductors N.

NXPI / NXP Semiconductors N.V. / JPMORGAN CHASE & CO - FILING NXP SEMICONDUCTORS N.V. Passive Investment

SC 13G/A 1 NXPSemiconductorsNV.htm FILING NXP SEMICONDUCTORS N.V. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* NXP Semiconductors N.V. (Name of Issuer) Common shares, EUR 0.20 par value (Title of Class of Securities) N6596X109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing o

LETTER

United States securities and exchange commission logo November 21, 2023 William J.

Three months ended

CORRESP1filename1.htm November 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Andrew Blume and Kevin Woody Re: NXP Semiconductors N.V. Form 10-K for the Fiscal Year Ended December 31, 2022 Form 8-K Filed July 25, 2023 File No. 001-34841 Dear Mr. Blume and Mr. Woody: On

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 15, 2023 – As part of its ongoing capital return program, NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2023 NXP Semiconduct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

LETTER

United States securities and exchange commission logo November 8, 2023 William J. Betz Chief Financial Officer NXP Semiconductors N.V. 60 High Tech Campus Eindhoven, Netherlands 5656 AG Re: NXP Semiconductors N.V. Form 10-K for the Fiscal Year Ended December 31, 2022 Form 8-K Filed July 25, 2023 File No. 001-34841 Dear William J. Betz: We have limited our review of your filings to the financial st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2023 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Se

NXP Semiconductors Reports Third Quarter 2023 Results

NXP Semiconductors Reports Third Quarter 2023 Results EINDHOVEN, The Netherlands, November 6, 2023 – NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2023 NXP Semiconductor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, August 24, 2023 – As part of its ongoing capital return program, NXP Semiconductors N.

NXPI / NXP Semiconductors NV / FMR LLC Passive Investment

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semic

NXP Semiconductors Reports Second Quarter 2023 Results

NXP Semiconductors Reports Second Quarter 2023 Results EINDHOVEN, The Netherlands, July 24, 2023 – NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhoven Netherlands 5656 AG

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1, 2022 to December 31, 2022.

EX-1.01 2 exhibit1012022.htm EX-1.01 Exhibit 1.01 NXP Semiconductors N.V. Conflict Minerals Report For the reporting period from January 1, 2022 to December 31, 2022 This Conflict Minerals Report (the “Report”) of NXP Semiconductors N.V. has been prepared under Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1,

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, May 25, 2023 – As part of its ongoing capital return program, NXP Semiconductors N.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 1, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission file

NXP Semiconductors Reports First Quarter 2023 Results

NXP Semiconductors Reports First Quarter 2023 Results EINDHOVEN, The Netherlands, May 1, 2023 – NXP Semiconductors N.

Employment Agreement dated July 13, 2020 between NXP USA, Inc. and Christopher Jensen

cjensenemplagrm 1 JV CJ Exhibit 10.1 Christopher Jensen [email protected] July 2020 EMPLOYMENT AGREEMENT This agreement (“Agreement”), is entered into as of the date of the last signature provided below (“Effective Date”), by and between NXP USA, Inc. (“NXP” or “the Company”) and you, Christopher Jensen (“You” or “Employee”). In consideration of the mutual promises and covenants set forth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

ARS

a2022annualreport

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ý Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Subsidiary Guarantors and Issuers of Guaranteed Securities

a221nxp-guarantorlist Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiaries of NXP Semiconductors N.V. (the “Company”) identified in the table below have issued the debt securities listed opposite each such subsidiary issuer. The Company has fully and unconditionally guaranteed all such securities. Subsidiary Issuers Guaranteed Securities NXP B.V. and NXP

List of Subsidiaries of the Registrant

a211listofsubsidiaries Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2022 Country of incorporation Name legal entity Australia Cohda Wireless Pty Ltd. (27%)* Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH Belgium NXP Semiconductors Belgium N.V. Brazil NXP Semicondutores Brasil Ltda. Canada N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

NXPI / NXP Semiconductors N.V. / BlackRock Inc. Passive Investment

SC 13G/A 1 nl0009538784021323.txt nl0009538784021323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) NXP Semiconductors N.V. - (Name of Issuer) Common Stock - (Title of Class of Securities) B505PN7 - (SEDOL Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

NXPI / NXP Semiconductors N.V. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.5 NXP SEMICONDUCTORS NV COMMON STOCK Cusip #N6596X109 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N6596X109 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 21,801,740 Item 6: 0 Item 7: 23,391,863 Item 8: 0 Ite

NXPI / NXP Semiconductors N.V. / JPMORGAN CHASE & CO - FILING NXP SEMICONDUCTORS N.V. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* NXP Semiconductors N.V. (Name of Issuer) Common shares, EUR 0.20 par value (Title of Class of Securities) N6596X109 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2023 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2023 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Reports Fourth Quarter and Full-year 2022 Results Announces Increase of Quarterly Dividend

NXP Semiconductors Reports Fourth Quarter and Full-year 2022 Results Announces Increase of Quarterly Dividend EINDHOVEN, The Netherlands, January 30, 2023 – NXP Semiconductors N.

NXPI / NXP Semiconductors N.V. / JPMORGAN CHASE & CO - FILING NXP SEMICONDUCTORS N.V. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* NXP Semiconductors N.V. (Name of Issuer) Common shares, EUR 0.20 par value (Title of Class of Securities) N6596X109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

1 NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 16, 2022 – As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payme

1 NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 16, 2022 ? As part of its ongoing capital return program, NXP Semiconductors N.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

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)

exhibit103formofpsuaward Exhibit 10.3 NXP SEMICONDUCTORS N.V. 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This Performance Restricted Stock Unit Award Agreement (this “PSU Agreement”) is made effective as of the date indicated in the grant summary in the Company’s equity recordkeeping system (the “Date of Grant”), by and between NXP Semiconductors N.V., a public l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2022 NXP Semiconducto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Se

NXP Semiconductors Reports Third Quarter 2022 Results

NXP Semiconductors Reports Third Quarter 2022 Results EINDHOVEN, The Netherlands, October 31, 2022 – NXP Semiconductors N.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2022 NXP SEMICONDUCTORS N.V. (Exact Name of Registrant as Specified in Charter) Netherlands (State or Other Jurisdiction of Incorporation) 001-34841 98-1144352 (Commission

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)

Exhibit 10.1 Execution Version $2,500,000,000 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of August 26, 2022, among NXP B.V. and NXP FUNDING LLC, as the Borrowers, The Several Lenders From Time to Time Parties Hereto, Barclays Bank PLC, as Administrative Agent, and the Letter of Credit Issuers Barclays Bank PLC, Credit Suisse Loan Funding LLC, Bank of America Europe Designated Activit

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)

Exhibit 10.2 Execution Version AMENDED AND RESTATED GUARANTY AMENDED AND RESTATED GUARANTY, dated as of August 26, 2022 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, this ?Guaranty?), made by NXP Semiconductors N.V., with its corporate seat in Eindhoven, the Netherlands (?NXP Semiconductors?) and NXP USA, Inc., a Delaware corporation (?NXP USA?

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, August 25, 2022 ? As part of its ongoing capital return program, NXP Semiconductors N.

greement dated July 24, 2022 between NXP Semiconductors N.V. and Steve Owen (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V. filed on July 26, 2022)

EX-1.01 2 exhibit101transitionagre.htm EX-1.01 1/5 [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT] Steve Owen Per email: [************] Eindhoven, 24 July 2022 Date Re.: Transition Agreement Dear Steve, This letter agreement (“Agreement”) confirms the conditions that apply in connection with the termination of your employment contract (the “Contract”) with NXP Sem

NXP Semiconductors Reports Second Quarter 2022 Results

NXP Semiconductors Reports Second Quarter 2022 Results EINDHOVEN, The Netherlands, July 25, 2022 ? NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semic

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fi

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, June 2, 2022 ? As part of its ongoing capital return program, NXP Semiconductors N.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1, 2021 to December 31, 2021.

Exhibit 1.01 NXP Semiconductors N.V. Conflict Minerals Report For the reporting period from January 1, 2021 to December 31, 2021 This Conflict Minerals Report (the ?Report?) of NXP Semiconductors N.V. has been prepared under Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2021 to December 31, 2021. NXP Semic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhoven Netherlands 5656 AG

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission file n

Base Indenture, dated 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 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on May 16, 2022)

Exhibit 4.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Issuers NXP SEMICONDUCTORS N.V. as Parent Guarantor INDENTURE Dated as of May 16, 2022 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ? 310(a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b),

Underwriting Agreement, dated as of May 12, 2022, among the Issuers, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein.

Exhibit 1.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.400% SENIOR NOTES DUE 2027 $1,000,000,000 5.000% SENIOR NOTES DUE 2033 AS GUARANTEED BY NXP SEMICONDUCTORS N.V. UNDERWRITING AGREEMENT May 12, 2022 May 12, 2022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 Goldman Sachs & Co. LLC

First Supplemental Indenture, dated 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 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on May 16, 2022)

Exhibit 4.2 NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Companies NXP SEMICONDUCTORS N.V. as Parent Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 16, 2022 TO THE INDENTURE Dated as of May 16, 2022 TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF SUPPLEMENTAL INDENTURE AND DEFINITIONS Section 1.01. Application of this Supplemental Inden

NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.400% Senior Notes due 2027 $1,000,000,000 5.000% Senior Notes due 2033

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-263733 PROSPECTUS SUPPLEMENT (To Prospectus dated March 21, 2022) $1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. $500,000,000 4.400% Senior Notes due 2027 $1,000,000,000 5.000% Senior Notes due 2033 We are offering $500,000,000 million aggregate principal amount of our 4.400% senior notes due 2027 (the ?2027 Notes?) and

Calculation of Filing Fee Tables(1) Form 424B5 (Form Type) NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC NXP USA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 d323821dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables(1) Form 424B5 (Form Type) NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC NXP USA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Ma

$1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. May 12, 2022 $500,000,000 4.400% SENIOR NOTES DUE 2027 $1,000,000,000 5.000% SENIOR NOTES DUE 2033 Issuers: NXP B.V., NXP Funding LLC and NXP USA, Inc. (collectively, the ?Issuers? or ?we?) Notes:

Filed Pursuant to Rule 433 Registration No. 333-263733 Issuer Free Writing Prospectus dated May 12, 2022 Relating to Preliminary Prospectus Supplement dated May 12, 2022 $1,500,000,000 NXP B.V. NXP FUNDING LLC NXP USA, INC. May 12, 2022 $500,000,000 4.400% SENIOR NOTES DUE 2027 $1,000,000,000 5.000% SENIOR NOTES DUE 2033 Issuers: NXP B.V., NXP Funding LLC and NXP USA, Inc. (collectively, the ?Issu

Subject to Completion, dated May 12, 2022

Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

NXP Semiconductors Reports First Quarter 2022 Results

NXP Semiconductors Reports First Quarter 2022 Results EINDHOVEN, The Netherlands, May 2, 2022 ? NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semi

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

1 Exhibit 10.1 [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT] Andrew Micallef [*********************] 4 May 2021 EMPLOYMENT AGREEMENT This agreement (?Agreement?), is entered into as of the date of the last signature provided below (?Effective Date?), by and between NXP USA, Inc. (?NXP? or ?the Company?) and you, Andrew Micallef (?You? or ?Employee?). In consider

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 2, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission file

NXP B.V. NXP FUNDING LLC Offers to Exchange

Table of Contents FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO.: 333-263731 NXP B.V. NXP FUNDING LLC Offers to Exchange Up to $1,000,000,000 4.875% Senior Notes due 2024 (the ?Outstanding 2024 Notes?) for up to $1,000,000,000 4.875% Senior Notes due 2024 (the ?New 2024 Notes?) that have been registered under the Securities Act of 1933, as amended (the ?Securities Act?) Up to $500,000,000 5.350

NXP B.V. NXP FUNDING LLC NXP USA, Inc. Offers to Exchange Up to $500,000,000 2.700% Senior Notes due 2025 (the “Outstanding 2025 Notes”) for up to $500,000,000 2.700% Senior Notes due 2025 (the “New 2025 Notes”) that have been registered under the Se

Table of Contents FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO.: 333-263732 NXP B.V. NXP FUNDING LLC NXP USA, Inc. Offers to Exchange Up to $500,000,000 2.700% Senior Notes due 2025 (the ?Outstanding 2025 Notes?) for up to $500,000,000 2.700% Senior Notes due 2025 (the ?New 2025 Notes?) that have been registered under the Securities Act of 1933, as amended (the ?Securities Act?) Up to $750,000

NXP SEMICONDUCTORS N.V. 60 High Tech Campus 5656AG Eindhoven

CORRESP 1 filename1.htm NXP SEMICONDUCTORS N.V. 60 High Tech Campus 5656AG Eindhoven Netherlands April 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: NXP Semiconductors N.V. Registration Statement on Form S-4 File No. 333-263732 Filed March 21, 2022 Ladies and Gentlemen: Pursuant to Rule

NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC 60 High Tech Campus 5656AG Eindhoven NXP USA, INC. 251 Little Falls Drive Wilmington, DE 19808

NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC 60 High Tech Campus 5656AG Eindhoven Netherlands NXP USA, INC. 251 Little Falls Drive Wilmington, DE 19808 April 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NXP SEMICONDUCTORS N.V. NXP B.V. NXP Funding LLC NXP USA, Inc. Registration Statement filed on Form S-4 Fi

NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC 60 High Tech Campus 5656 AG Eindhoven

CORRESP 1 filename1.htm NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC 60 High Tech Campus 5656 AG Eindhoven Netherlands April 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NXP SEMICONDUCTORS N.V. NXP B.V. NXP Funding LLC Registration Statement filed on Form S-4 File No. 333-263731 Filed March 21, 2022 Ladies a

NXP SEMICONDUCTORS N.V. 60 High Tech Campus 5656AG Eindhoven

NXP SEMICONDUCTORS N.V. 60 High Tech Campus 5656AG Eindhoven Netherlands April 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: NXP Semiconductors N.V. Registration Statement on Form S-4 File No. 333-263731 Filed March 21, 2022 Ladies and Gentlemen: Pursuant to Rule 461 under the Securitie

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

LETTER

United States securities and exchange commission logo March 25, 2022 Tim Shelhamer Chief Corporate Counsel NXP Semiconductors N.

LETTER

United States securities and exchange commission logo March 25, 2022 Tim Shelhamer Chief Corporate Counsel NXP Semiconductors N.

Filing Fee table

Exhibit 107: Calculation of Filing Fee Tables Form S-3 (Form Type) NXP SEMICONDUCTORS N.

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated June 18, 2019 for the 3.875% Senior Notes due 2026 and the 4.300% Senior Notes due 2029

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified

Statement of Eligibility on Form T-1 of trustee under the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi

Filing Fees

Calculation of Filing Fee Tables Form S-4 (Form Type) NXP SEMICONDUCTORS N.V. NXP B.V. NXP FUNDING LLC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Reg

Filing Fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NXP SEMICONDUCTORS N.

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated November 30, 2021, for the 2.650% Senior Notes due 2032, the 3.125% Senior Notes due 2042 and the 3.250% Senior Notes due 2051

Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified

As filed with the Securities and Exchange Commission on March 21, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 21, 2022 Registration Statement No.

As filed with the Securities and Exchange Commission on March 21, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 21, 2022 Registration Statement No.

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated May 1, 2020 for the 2.700% Senior Notes due 2025, the 3.150% Senior Notes due 2027 and the 3.400% Senior Notes due 2030.

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified

As filed with the Securities and Exchange Commission on March 21, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 21, 2022 Registration No.

Form of Indenture for debt securities by and among the Issuers, the Parent, as guarantor and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Issuers NXP SEMICONDUCTORS N.V. as Parent Guarantor INDENTURE Dated as of , DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ? 310(a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 ? 311

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated May 11, 2021, for the 2.500% Senior Notes due 2031 and the 3.250% Senior Notes due 2041

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated December 6, 2018, relating to the issuance of the Company’s 4.875% Senior Notes due 2026, 5.350% Senior Notes due 2026 and 5.550% Senior Notes Due 2028.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi

List of Subsidiaries of NXP Semiconductors N.V. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K of NXP Semiconductors N.V.)

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT. List of direct and indirect subsidiaries as of December 31, 2021 Country of incorporation Name legal entity Australia Cohda Wireless Pty Ltd. (27%)* Austria NXP Semiconductors Austria GmbH & Co KG Austria NXP Semiconductors Austria GmbH Belgium NXP Semiconductors Belgium N.V. Brazil NXP Semicondutores Brasil Ltda. Canada NXP Canada Inc. China NX

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semicond

NXPI / NXP Semiconductors N.V. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) NXP Semiconductors N.V. (Name of Issuer) COMMON STOCK (Title of Class of Securities) N6596X109 (CUSIP NUMBER) December 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Sched

NXPI / NXP Semiconductors N.V. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 4 NXP SEMICONDUCTORS NV COMMON STOCK Cusip #N6596X109 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N6596X109 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,803,913 Item 6: 0 Item 7: 19,543,266 Item 8: 0 Item 9: 19,543,266 Item 1

NXPI / NXP Semiconductors N.V. / BlackRock Inc. Passive Investment

nl0009538784020222.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) NXP Semiconductors N.V. - (Name of Issuer) Common Stock - (Title of Class of Securities) B505PN7 - (SEDOL Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

NXP Semiconductors Reports Fourth Quarter and Full-year 2021 Results Announces Increase of Quarterly Dividend and New 2022 Share Repurchase Program

NXP Semiconductors Reports Fourth Quarter and Full-year 2021 Results Announces Increase of Quarterly Dividend and New 2022 Share Repurchase Program EINDHOVEN, The Netherlands, January 31, 2022 ? NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2022 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXPI / NXP Semiconductors N.V. / JPMORGAN CHASE & CO - FILING NXP SEMICONDUCTORS N.V. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NXP Semiconductors N.V. (Name of Issuer) Common shares, EUR 0.20 par value (Title of Class of Securities) N6596X109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

Registration Rights Agreement, dated November 30, 2021, among the Issuers, the Company and BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as Representatives.

EX-4.2 3 d114195dex42.htm EX-4.2 Exhibit 4.2 NXP B.V. NXP Funding LLC NXP USA, Inc. Registration Rights Agreement $1,000,000,000 2.650% Senior Notes Due 2032 $500,000,000 3.125% Senior Notes Due 2042 $500,000,000 3.250% Senior Notes Due 2051 November 30, 2021 This Registration Rights Agreement dated November 30, 2021 (this “Agreement”) is entered into by and among NXP B.V., a private limited liabi

Indenture, dated as of November 30, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee.

EX-4.1 2 d114195dex41.htm EX-4.1 Exhibit 4.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. as Issuers NXP SEMICONDUCTORS N.V. as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $1,000,000,000 2.650% SENIOR NOTES DUE 2032 $500,000,000 3.125% SENIOR NOTES DUE 2042 $500,000,000 3.250% SENIOR NOTES DUE 2051 SENIOR INDENTURE Dated as of November 30, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definit

NXP Semiconductors Announces Quarterly Dividend

EX-99.1 2 dividendprfinal11-16x21.htm EX-99.1 NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, November 18, 2021 – As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payment of an interim dividend. The actions are based on the continued and significant strength of the NXP capi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

NXP Announces Pricing of Senior Unsecured Notes Offering

Exhibit 99.2 NXP Announces Pricing of Senior Unsecured Notes Offering EINDHOVEN, The Netherlands, November 15, 2021 ? NXP Semiconductors N.V. (NASDAQ:NXPI) (together with its subsidiaries, ?NXP?) announced today the pricing of the previously announced offering by its subsidiaries NXP B.V., NXP Funding LLC and NXP USA, Inc. (together, the ?Issuers?) of $1,000 million aggregate principal amount of s

NXP Announces Launch of Senior Unsecured Notes Offering

EX-99.1 2 d261689dex991.htm EX-99.1 Exhibit 99.1 NXP Announces Launch of Senior Unsecured Notes Offering EINDHOVEN, The Netherlands, November 15, 2021 — NXP Semiconductors N.V. (NASDAQ: NXPI) (together with its subsidiaries, “NXP”) announced today that its subsidiaries NXP B.V., NXP Funding LLC and NXP USA, Inc. (together, the “Issuers”) intend to commence a private offering of senior unsecured no

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 2, 2021)

Exhibit 10.3 NXP SEMICONDUCTORS N.V. 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This Performance Restricted Stock Unit Award Agreement (this ?PSU Agreement?) is made effective as of the date indicated in the grant summary in the Company?s equity recordkeeping system (the ?Date of Grant?), by and between NXP Semiconductors N.V., a public limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 3, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Se

NXP Semiconductors Reports Third Quarter 2021 Results

NXP Semiconductors Reports Third Quarter 2021 Results EINDHOVEN, The Netherlands, November 1, 2021 ? NXP Semiconductors N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Names Bill Betz as Executive Vice President and Chief Financial Officer

NXP Semiconductors Names Bill Betz as Executive Vice President and Chief Financial Officer EINDHOVEN, The Netherlands?October 12, 2021 ? NXP Semiconductors N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 12, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

Employment Agreement dated October 12, 2021 between NXP USA, Inc. and Bill Betz (incorporated by reference to 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on October 12, 2021)

EX-10.1 2 executiveemploymentagreeme.htm EX-10.1 [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT] William “Bill” Betz [********] October 12, 2021 EMPLOYMENT AGREEMENT This agreement (“Agreement”), is entered into as of the date of the last signature provided below (“Effective Date”), by and between NXP USA, Inc. (“the Company”) and you, Bill Betz (“You” or “Employe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission

NXP Semiconductors Announces Quarterly Dividend and Expansion of the 2021 Share Repurchase Program

EX-99.1 3 dividendandbuybackauthoriz.htm EX-99.1 Exhibit 99.1 NXP Semiconductors Announces Quarterly Dividend and Expansion of the 2021 Share Repurchase Program EINDHOVEN, The Netherlands, August 26, 2021 – As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payment of an interim dividend and the expansi

Employment Agreement dated August 25, 2021 between NXP USA, Inc. and Jennifer Wuamett (incorporated by reference to 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on August 26, 2021)

EX-10.1 2 jenniferwuamettemploymenta.htm EX-10.1 Exhibit 10.1 [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT] Jennifer Wuamett [********] August 2021 EMPLOYMENT AGREEMENT This agreement (“Agreement”), is entered into as of the date of the last signature provided below (“Effective Date”), by and between NXP USA, Inc. (“NXP” or “the Company”) and you, Jennifer Wuame

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

NXP Semiconductors Reports Second Quarter 2021 Results

EX-99.1 2 nxp2q21exhibit991.htm EX-99.1 NXP Semiconductors Reports Second Quarter 2021 Results EINDHOVEN, The Netherlands, August 2, 2021 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the second quarter 2021, ended July 4, 2021. "NXP delivered second-quarter revenue of $2.6 billion, an increase of 43 percent versus the year-ago period, and better than the mid-point

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semic

LETTER

United States securities and exchange commission logo June 16, 2021 Peter Kelly Chief Financial Officer NXP Semiconductors N.

Date: June 4, 2021

Date: June 4, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SD 1 formsd2020.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 . FORM SD SPECIALIZED DISCLOSURE REPORT NXP Semiconductors N.V. (Exact Name of the Registrant as Specified in its Charter) Netherlands 001-34841 98-1144352 (State or other Jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 60 High Tech Campus Eindhov

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1,

EX-1.01 2 exhibit1012020.htm EX-1.01 Exhibit 1.01 NXP Semiconductors N.V. Conflict Minerals Report For the reporting period from January 1, 2020 to December 31, 2020 This Conflict Minerals Report (the “Report”) of NXP Semiconductors N.V. has been prepared under Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1,

NXP Semiconductors Announces Quarterly Dividend

NXP Semiconductors Announces Quarterly Dividend EINDHOVEN, The Netherlands, May 27, 2021 ? NXP Semiconductors N.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 26, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

LETTER

United States securities and exchange commission logo May 25, 2021 Peter Kelly Chief Financial Officer NXP Semiconductors N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Transition Services Agreement

EX-10.1 2 davidreedtransitionservice.htm EX-10.1 May 2021 VIA E-MAIL David Reed 2400 Portofino Ridge Drive Austin, TX 78735 United States of America RE: Transition Services Agreement Dear David: This Transition Services Agreement (the “Agreement”) memorializes the agreement reached between you and NXP USA, Inc. (“NXP”) related to your transition and retirement from NXP as the Executive Vice Presid

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission fil

Indenture, dated as of May 11, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee.

EX-4.1 2 d59898dex41.htm EX-4.1 Exhibit 4.1 NXP B.V. NXP FUNDING LLC NXP USA, INC. as Issuers NXP SEMICONDUCTORS N.V. as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $1,000,000,000 2.500% SENIOR NOTES DUE 2031 $1,000,000,000 3.250% SENIOR NOTES DUE 2041 SENIOR INDENTURE Dated as of May 11, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions and Incorporation by Reference 1 SECTION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO RULE 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 (May 11, 2021) NXP Semiconductors N.V. (Exact name of registrant as specified in its charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation)

Registration Rights Agreement, dated May 11, 2021, among the Issuers, the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives.

Exhibit 4.2 NXP B.V. NXP Funding LLC NXP USA, Inc. Registration Rights Agreement $1,000,000,000 2.500% Senior Notes Due 2031 $1,000,000,000 3.250% Senior Notes Due 2041 May 11, 2021 This Registration Rights Agreement dated May 11, 2021 (this ?Agreement?) is entered into by and among NXP B.V., a private limited liability company (besloten vennootschap) incorporated and existing under the laws of th

NXP Semiconductors Reports First Quarter 2021 Results

EX-99.1 2 nxp1q21exhibit991.htm EX-99.1 NXP Semiconductors Reports First Quarter 2021 Results EINDHOVEN, The Netherlands, April 26, 2021 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the first quarter 2021, ended April 4, 2021. “NXP delivered first quarter revenue of $2.6 billion, an increase of 27 percent versus the year-ago period, and better than the mid-point of

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34841 NXP Semi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2021 NXP Semiconductors N.V. (Exact name of Registrant as specified in charter) Netherlands 001-34841 98-1144352 (State or other jurisdiction of incorporation) (Commission f

Definitive Proxy Statement

DEF 14A 1 d73007ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

NXP Resumes Operations at Austin, Texas Facilities Following Weather-Related Shutdown and Provides Revenue Update

EX-99 2 nxpaustinproductionupdate2.htm EX-99.1 NXP Resumes Operations at Austin, Texas Facilities Following Weather-Related Shutdown and Provides Revenue Update EINDHOVEN, The Netherlands & AUSTIN, TX – March 11, 2021 – NXP Semiconductors N.V. (NASDAQ: NXPI) today announced it has resumed initial operations at its manufacturing facilities in Austin, Texas following the severe winter storm and corr