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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
file number)
(IRS employer
identification number)
60 High Tech Campus
Eindhoven
Netherlands5656 AG
(Address of principal executive offices)
(Zip code)
+31
40
2729999
(Registrant’s telephone number, including area code)
 
NA
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))






Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Number of each exchange on which registered
Common shares, EUR 0.20 par value
NXPI
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
                                            Emerging growth company  ☐       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act      ☐     

Item 2.02    Results of Operations and Financial Condition.

On April 28, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its first 
quarter 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 23, 2025, Mr. Kurt Sievers, the CEO and President of NXP Semiconductors N.V. (the “Company”), provided notice that he would voluntarily retire as CEO and executive director of the Company on October 28, 2025. Following its CEO succession planning process, NXP’s Board of Directors has unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company effective as of October 28, 2025, the date of retirement of Mr. Sievers from his CEO and executive director role. Mr. Sotomayor previously served as the Company’s executive vice president and general manager of Secure Connected Edge and a member of the Company’s executive management team since 2020. Upon Mr. Sotomayor’s appointment as CEO, Mr. Sievers will serve as a strategic advisor to the Company through December 31, 2025 to assist in the leadership transition. Mr. Sievers’ departure is a purely personal decision and not related to any disagreement with the Board of Directors, or any issues relating to the strategic or financial performance of the company.

In connection with Mr. Sotomayor’s appointment, Mr. Sotomayor and the Company entered into a Management Agreement (the “Management Agreement”) and NXP USA, Inc., a wholly owned indirect subsidiary of the Company, and Mr. Sotomayor entered into an employment agreement (the “Employment Agreement”). The Management Agreement provides that Mr. Sotomayor has been designated by the Board as President of NXP as of April 28, 2025 and CEO and temporary executive director of the Company in accordance with article 18.7 of the Company’s articles of association as of the retirement of Mr. Sievers on October 28, 2025. Furthermore, the Management Agreement provides that the Board intends to nominate Mr. Sotomayor for appointment by the general meeting of NXP as executive director and member of the Board with effect from the date of the annual general meeting of NXP to be held in 2026. Under the Management Agreement, Mr. Sotomayor will receive an annual gross fixed cash fee for his service as executive director (including his service as temporary executive director) according to such amounts as may be determined by the Human Resources and Compensation Committee (the “HRCC”) of the Board. The Employment Agreement provides that Mr. Sotomayor will receive, effective April 28, 2025, a gross annual base salary of $800,000, provided that amounts received under the Employment Agreement will be reduced by remuneration received by Mr. Sotomayor from any other NXP group companies. Mr. Sotomayor will be eligible for a cash bonus under the Company’s annual incentive plan with the target annual incentive amount of 110% of his base salary. The actual amount payable to Mr. Sotomayor as an annual cash bonus will be dependent upon the achievement of performance targets which are established by the HRCC and may range from 0 to 200% of the stated target bonus. In connection with Mr. Sotomayor’s appointment as President, Mr. Sotomayor will be awarded long term incentive equity awards with a total grant value of $2 million, 30% in the form of restricted share units and 70% in the form of performance restricted share units, subject to substantially the same terms and conditions (including vesting and performance conditions) as established for other executive officers of the Company.

The Employment Agreement provides that in the event that Mr. Sotomayor’s employment is terminated at the initiative of the Company and other than for cause, Mr. Sotomayor will be entitled to a severance amount of two times the gross annual base salary and a pro-rata payment of the annual cash bonus, depending on achievement of the pay-out conditions and the period in which Mr.


Sotomayor has performed actual work for the Company. In the event that Mr. Sotomayor’s employment is terminated without cause within 12 months after a change in control, the change of control arrangements approved by the HRCC from time to time will apply.

In connection with the announced transition, Mr. Sievers has entered into a retirement agreement with the Company and NXP Semiconductors Germany GmbH, a wholly owned indirect subsidiary of the Company (the “Retirement Agreement”) to amend his existing employment agreement, secondment addendum and management agreement to reflect his impending retirement. Under the Retirement Agreement, upon Mr. Sievers’ retirement from the role of CEO and executive director on October 28, 2025, he will serve as strategic advisor to the Company’s Chief Executive Officer until December 31, 2025. Mr. Sievers’ current salary and benefits will continue through December 31, 2025. His outstanding equity awards will continue vesting through December 31, 2025, and he will be fully eligible for the 2025 annual incentive program bonus payment (to be paid in 2026), subject to the achievement of applicable performance metrics. No other payments or compensation are due by the Company to Mr. Sievers.

The foregoing descriptions are qualified by reference to the terms of the Management Agreement, the Employment Agreement and the Retirement Agreement, which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
 
10.1
10.2
10.3
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 28, 2025
 
NXP Semiconductors N.V.
/s/ Timothy Shelhamer
Name: Timothy Shelhamer, SVP and Chief Corporate Counsel
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 Directors (the “Board”) as President of NXP as per April 28, 2025. Furthermore, the Board has designated him as Chief Executive Officer ("CEO") of NXP and as temporary Executive Director of NXP in accordance with article 18.7 of NXP's articles of association of NXP as per the retirement of the current CEO on October 28, 2025 (the “Commencement Date”). The Board will nominate Mr. Sotomayor for appointment by the general meeting of NXP as Executive Director and member of the Board with effect from the date of the annual general meeting of NXP to be held in 2026. (B) In this agreement, NXP and Mr. Sotomayor wish to set out the provisions relating to Mr. Sotomayor's performance of his duties and obligations as CEO and temporary Executive Director of NXP as per the Commencement Date and as CEO and Executive Director of NXP as per his appointment by the general meeting of NXP. (C) This agreement is conditional on and will only be effective after the designation of Mr. Sotomayor as CEO and temporary Executive Director of NXP, as set out in (A). (D) The parties acknowledge and expressly determine that for Dutch civil law purposes their legal relationship is not deemed to be an employment agreement. (E) This agreement is an agreement for services as referred to in article 7:400 et seq. BW. (F) The parties wish to set out the terms of their legal relationship in this agreement, it being understood that Mr. Sotomayor will continue his employment relation with NXP USA, Inc. (“NXP USA”) under his employment contract with NXP USA (the “Employment Contract”) of April [ ], 2025, as amended from time to time. THE PARTIES AGREE AS FOLLOWS:

 
1 DURATION OF THIS AGREEMENT 1.1 Duration 1.1.1 This agreement takes effect on the Commencement Date. 1.1.2 This agreement is entered into for a fixed period up to and including the date of NXP’s general meeting to be held in the next financial year after the Commencement Date, and ends automatically at the close of that general meeting without prior notice being required (and without any compensation being due in respect of such termination). 1.2 Appointment and reappointment as Executive Director of NXP Notwithstanding article 1.1.2, if NXP's general meeting appoints or reappoints Mr. Sotomayor as Executive Director of NXP, this agreement will be extended for the period of that appointment or reappointment and end automatically without prior notice being required (and without any compensation being due in connection with such termination) at the close of NXP’s general meeting to be held in the next financial year after NXP’s general meeting which resolved to appoint or reappoint Mr. Sotomayor as Executive Director of NXP. 2 NOTICE 2.1 Notice period Either party may terminate this agreement at any time by giving written notice to the other party before the end of a calendar month, with each party being required to give three months’ notice. No compensation will be due in connection with such termination. Mr. Sotomayor shall resign as temporary Executive Director or Executive Director, as applicable, of NXP with effect from the date on which this agreement ends or has ended in accordance with this Clause 2.1. 2.2 Urgent cause If this agreement is terminated in writing for urgent cause, then, notwithstanding Clause 2.1 (Notice period), the terminating party will not be bound by a notice period and this agreement will end with immediate effect (and without any compensation being due in connection with such termination). For the definition of ‘urgent cause’, reference is made by way of analogy to articles 7:678 and 7:679 BW. Mr. Sotomayor shall resign as temporary Executive Director or Executive Director, as applicable, of NXP with effect from the date on which this agreement ends or has ended in accordance with this Clause 2.2 (Urgent cause). 3 TERMINATION 3.1 Dismissal/resignation If Mr. Sotomayor is dismissed or resigns as temporary Executive Director or Executive Director, as applicable, of NXP, this agreement will end automatically without prior notice being required

 
(and without any compensation being due in respect of the termination). This termination will take effect (a), in case of dismissal, immediately upon the general meeting adopting the resolution to dismiss Mr. Sotomayor from his role as temporary Executive Director or Executive Director, as applicable, or (b), in case of resignation, three months after the date on which Mr. Sotomayor tenders his resignation as either (i) temporary Executive Director or Executive Director, as applicable, or (ii) President and CEO of NXP. 4 SERVICES 4.1 Duties and obligations 4.1.1 Mr. Sotomayor will perform the duties and obligations of CEO and temporary Executive Director with effect from the Commencement Date. As per and with effect from the appointment as Executive Director, Mr. Sotomayor will be a member of the Board. In his capacity as temporary Executive Director or Executive Director, as applicable, and CEO of NXP, Mr. Sotomayor has all the rights and obligations assigned to and imposed on him by law or under NXP’s articles of association and other applicable rules and regulations. By signing this agreement, Mr. Sotomayor declares that he has received a copy of NXP’s articles of association and a copy of the Rules governing the Board, and that he is aware of their contents. 4.1.2 Mr. Sotomayor shall perform his duties and obligations as temporary Executive Director or Executive Director, as applicable, properly and shall do his utmost to manage NXP and its affiliates as responsibly as possible. 4.1.3 Parties acknowledge and agree that the non-compete provision set out in section 8 of the Employment Contract, is incorporated by reference in this agreement and shall apply mutatis mutandis between NXP and Mr. Sotomayor, whereby the reference "your employment" and the end thereof shall be read as "your services under this agreement" and the end thereof. 4.2 Services for a group company Mr. Sotomayor may also be asked to act as managing director, general manager or supervisory director of one or more of the companies belonging to the group to which NXP belongs, without receiving any additional pay. Mr. Sotomayor shall resign from these positions no later than on the date on which his service as Executive Director ends, regardless of the reason for this, or at an earlier date if NXP so wishes, without any payment being due to Mr. Sotomayor. The obligation to resign from these positions also applies to Mr. Sotomayor in case his service as temporary Executive Director ends, unless in case his service ends solely due to his subsequent appointment as an Executive Director. For the avoidance of doubt, this Section 4.2 excludes any payments due to Mr. Sotomayor under the Employment Contract.

 
5 FEES 5.1 Fees 5.1.1 Mr. Sotomayor shall be remunerated an annual gross fixed cash fee (excl. VAT if applicable), for his services as temporary Executive Director or Executive Director, as applicable, according to such amounts as may be determined by the Human Resources and Compensation Committee, with due observance of the compensation policy adopted by the general meeting of NXP in accordance with the remuneration policy of NXP. 5.2 Tax NXP shall be entitled to withhold any applicable taxes (including wage withholding tax and social security premiums) from any payments to Mr. Sotomayor under this agreement, as determined by NXP in its sole discretion. Mr. Sotomayor shall bear any personal income tax, wage withholding tax, the employee part of any social security contributions, any withholding taxes, and any other related or similar taxes, levies, contributions or duties related to any payments received or any (deemed) benefits granted under this agreement, whether in the Netherlands, the United States or elsewhere, and Mr. Sotomayor shall indemnify and hold harmless NXP, and as an irrevocable third-party stipulation (onherroepelijk derdenbeding), any of NXP's affiliates, directors, managers and officers, against any such taxes, levies, contributions or duties, including those levied by means of an additional tax assessment (naheffingsaanslag). 6 MISCELLANEOUS 6.1 Amendments Any amendments or additions to this agreement must be agreed in writing between the parties. 7 APPLICABLE LAW AND JURISDICTION 7.1 Applicable law Dutch law applies to this agreement. 7.2 Jurisdiction All disputes arising out of or in connection with this agreement, including disputes concerning its existence and its validity, will in first instance be submitted to the competent courts in Amsterdam, the Netherlands. [SIGNATURES FOLLOW ON THE NEXT PAGE]

 
THIS AGREEMENT WAS SIGNED ON THE DATE STATED ON THE FIRST PAGE BY: NXP Semiconductors N.V. /s/ Julie Southern /s/ Greg Summe Julie Southern Greg Summe Chair of the Board Chair of the Human Resources and Compensation Committee of the Board /s/ Rafael Sotomayor 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 promises and covenants set forth herein and for good and valuable consideration, the receipt of which you hereby acknowledge, NXP hereby agrees to the employment of Employee on the following terms and conditions and, except to the extent specifically superseded by this Agreement, subject to all NXP policies and procedures regarding its employees: 1. Position. Subject to the terms and conditions below, NXP hereby agrees to employ you, and you hereby agree to accept such employment, as provided below. As of the Commencement Date (defined below) and continuing until October 28, 2025, you shall serve as the President of the NXP group of companies, report to Kurt Sievers and shall perform such duties and responsibilities as may from time to time be assigned to you by the CEO of NXP. On October 28, 2025, you will be promoted to the position of President and CEO of the NXP group. 2. Employment Scope. Your employment pursuant to this Agreement shall begin on April 28, 2025 (the “Commencement Date”) and shall continue through and until such time it is terminated pursuant to Section 4 below, or otherwise agreed in writing. Notwithstanding any term or provision in this Agreement, Employee’s employment with the Company or its affiliates is presently and shall remain solely at-will; provided, however, that the provisions of Section 8 through 9 of this Agreement shall survive the termination of the Employee’s employment with the Company, for any reason. 3. Compensation and Benefits.

 
2 a. Base Salary. Effective April 28, 2025, your gross base annual salary shall be $800,000, (“Base Salary”), subject to federal, state, and/or local withholding as applicable, and shall be paid in accordance with the same payroll schedule applicable to all executives of NXP USA, Inc. From time to time after the effective date of this Agreement, the Human Resources and Compensation Committee (“HRCC”) of the Board of Directors (“Board”) of NXP Semiconductors N.V., will review whether any increase in the Base Salary shall be made. Although you shall be informed in writing of any salary increases awarded to you through this process, nothing in this Agreement shall be construed to require any such increases or at any specific periods of time. If and to the extent that you are also remunerated by other companies part of the NXP group of companies for any services provided to such company or the group, your Base Salary shall be reduced accordingly (on a gross basis). b. Incentive Bonus Compensation. You will continue to participate in NXP’s Annual Incentive Plan. Effective April 28, 2025 (and applying for the full year AIP 2025) your target annual incentive amount is 110% of your Base Salary. For incomplete calendar years the annual incentive will be prorated. The actual incentive payout will be based upon performance measures established for any given year and approved by the HRCC. The current maximum annual incentive opportunity is equal to 200% of the at-target annual incentive opportunity. The annual incentive target is reviewed annually by the HRCC. Any changes in the target annual incentive opportunity approved by the HRCC shall automatically apply to the Agreement and will be deemed to form part hereof. c. Employee Benefits. You shall continue to remain eligible to participate in all employee benefit plans, policies, and programs applicable to other NXP executives or officers, including NXP’s Long Term Incentive Plan(s). The terms and conditions of your participation in any NXP benefit plans, policies, or programs shall be governed by the terms of each such plan, policy, or program. d. Equity Grant. In view of your appointment as President, you will receive a long-term incentive equity grant with a total grant value of US $2,000,000 under the Omnibus Plan, 30% in the form of restricted share units and 70% in the form of performance restricted share units, subject to substantially the same terms and conditions (including vesting and performance conditions) as established for other executive officers of the Company. The number of shares will be determined

 
3 using the closing price of NXP Semiconductors N.V. on the NASDAQ on the first trading day after the publication of NXP Semiconductors N.V.’s Q1 2025 quarterly earnings release (“Date of Grant”). You will be notified of the official grant and related terms and conditions, and further actions to take in accepting the grant as soon as possible after the Date of Grant. Future equity grants may be awarded from time to time in accordance with the NXP 2019 Omnibus Incentive Plan (“NXP Omnibus Plan”), or the then current plan governing equity awards, under the discretion of the HRCC. 4. Termination of Employment. Your employment with NXP may be terminated in accordance with any of the following provisions: a. Termination by Employee. You may terminate employment with NXP at any time during the course of this Agreement by giving three (3) months’ notice in writing to the Chair of the Board of NXP, which notice may be waived in whole or in part, and without any obligation to pay, by the Company without affecting the voluntary nature of your resignation. During the notice period, or unless otherwise instructed in writing by the Chair of the Board of NXP, you must continue to fulfill all duties and responsibilities of your role with NXP, and you shall remain subject to all policies and procedures of NXP and the terms of this Agreement. Your salary and benefits shall remain unchanged during the notice period provided you remain actively employed, but failure to comply with this notice requirement shall result in a material breach of this Agreement. b. Termination by the Company with Notice. NXP may terminate your employment at any time during the course of this Agreement by giving you three (3) months’ notice in writing to you. NXP also may elect to provide payment in lieu of the notice requirement without affecting this provision. During the notice period, unless otherwise instructed in writing by the Chair of the Board of NXP, you must continue to fulfill all duties and responsibilities of your role with NXP, and you shall remain subject to all policies and procedures of NXP and the terms of this Agreement. Your salary and benefits will remain unchanged during the notice period unless NXP has already made payment in lieu of notice. This Agreement shall not require NXP to maintain you in active employment for any portion of the notice period. c. Termination by the Company Without Notice. NXP may, at any time and without notice, terminate your employment for such reasons that shall

 
4 include but not be limited to the following grounds: (a) failure to perform the duties of your position in a satisfactory manner as determined by the Board of NXP; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of a felony involving moral turpitude or in any way relating to the business or activities of the Company or its affiliates; (d) indictment for, conviction of, or plea of nolo contendere (or similar plea) to a failure to contest prosecution for, or commission of any act which is a felony, or any act which is a misdemeanor involving moral turpitude, fraud or misrepresentation or otherwise would have been reasonably likely to be detrimental to the business, reputation, character or standing of the Company or its affiliates or your ability to perform your job duties; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of your duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; and (h) breach of any of the material terms of this Agreement. d. Termination By Death or Disability. Your employment and rights to compensation under this Agreement shall terminate automatically if you are unable to perform the duties of your position due to death or disability lasting continuously more than 90 days, and your heirs, beneficiaries, successors, or assigns shall not be entitled to any of the compensation or benefits to which you may be entitled under this Agreement, except: (a) to the extent specifically provided in this Agreement (b) to the extent required by law; or (c) to the extent that such benefit plans or policies under which you are covered provide a benefit to your heirs, beneficiaries, successors, or assigns. e. Severance Payment. If NXP terminates your employment for any reason other than that provided in Section 4(c) or 4(d) of this Agreement, and provided you fully execute and do not revoke a separation and general release agreement in a form satisfactory to NXP within 60 days following such termination, then NXP will pay you a lump sum cash severance payment of two (2) year’s Base Salary, less any gross payments or benefits paid during the notice period above unless you have performed or will perform actual work during the notice period. f. Change in Control. If (i) your employment is terminated by NXP at any time and for any reason other than that provided in Section 4(c) of this

 
5 Agreement, and without you being a Bad Leaver or by you for Good Reason (as defined in the NXP Omnibus Plan), (ii) such termination occurs within twelve months following a Change of Control and (iii) you execute and deliver to NXP (and do not revoke) a general release of claims in a form satisfactory to NXP within sixty (60) days following such termination (or such shorter period as may be specified by NXP in accordance with applicable law), then the change of control (CoC) arrangement as approved from time to time by the HRCC will apply to you. As per the date hereof, the current CoC arrangement applicable to you is attached as Exhibit A to this Agreement. Defined terms used in this paragraph have the same meaning as defined in the NXP Omnibus Plan. g. Annual Incentive Plan Bonus Payout Upon Termination. In case of termination of your employment for any reason other than that provided in Section 4(a) or 4(c) of this Agreement, the Company will pay a pro rata payment of the bonus for the financial year in which, or shortly after which, your employment is terminated, provided that the conditions for bonus payout under the applicable Plan document are met, which payment will be prorated for the period that you have performed actual work for the Company and whereby the pro rata bonus shall not be paid to you until the financial results for the relevant year have been determined. In all other situations in which the Agreement ends, no (pro rata) payment of the bonus will be considered and/or made. Without prejudice to the previous paragraph, any bonus (if conditions for bonus pay-out are met) shall be paid pro rata only for the period(s) in the financial year during which you have performed actual work. For the purposes of this provision "actual work" shall be deemed to include periods of holiday leave and periods of incapacity to work on account of illness or disablement, in so far as such period(s) do not exceed three (3) months in total. 5. Share Ownership Requirement and Insider Trading Policy. You are subject to the Executive Share Ownership Policy (the “EOP”), as approved by the HRCC. Under the current requirements of the EOP, you are required to own at any moment at least six times your base salary in NXP shares. Subject to a five year compliance window, as long as you have not met the six times base salary threshold, you need to retain 100% of the net shares received from vesting equity awards until the EOP holding requirement is met. Shares counted towards the EOP holding requirement are NXP shares directly or beneficially owned, and any unvested time-based restricted stock units (RSUs). Further details are attached as Exhibit B to this Agreement.

 
6 You are subject to the NXP Insider Trading Policy as approved and amended from time to time by the NXP Board of Directors. In view of your function, you are designated as a Section 16 Insider under the NXP Insider Trading Policy. In Section VI of the NXP Insider Trading Policy, you will find specific rules for you as a Section 16 Insider. Below is a summary of the most relevant requirements for you as a Section 16 Insider (in addition to the restrictions applicable to all employees under the NXP Insider Trading Policy), with which you acknowledge you shall comply: i. You as a Section16 Insider are prohibited from trading during closed trading periods (irrespective of whether you have inside information at that time); ii. You as a Section 16 Insider must pre-clear any potential trades of NXP securities in advance with the Compliance Officer; iii. You as a Section 16 Insider must notify the Compliance Officer of any trade in NXP securities immediately after the transaction, sot that the Compliance Officer, on your behalf, can make the required SEC filing within two business days; iv. You as a Section 16 Insider are prohibited from short-swing transactions in NXP securities; and v. You as a Section 16 Insider are prohibited from executing call or put options and similar derivatives of NXP securities. 6. Outside Directorship/Additional Occupation. You shall refrain from accepting any remuneration or time consuming non-remunerated work activities with or for third parties or from doing business for your own account without the prior written consent of the Chair of the Board of NXP. You further acknowledge and agree to be bound by the terms of NXP’s Code of Conduct with respect to any outside employment or conflicts of interest and that you may only take up positions in organizations outside NXP, provided the following criteria are met: a. The external function shall not create a conflict of interest with NXP’s interests; b. You notify the Chair of the Board of NXP in advance, and the Chair has approved the position/function in writing; c. The duties involved in the position will not interfere with your responsibilities at work, as determined in NXP’s sole discretion; and d. Approval for the receipt of any compensation for the external position is first obtained in writing by the Chair of the Board of NXP.

 
7 7. Tax Assistance. NXP will provide you with tax assistance in the preparation of your annual tax returns. 8. Non-Competition and Non-Solicitation. During your employment with the Company and for twelve (12) months following the termination of such employment for any reason (the “Restricted Period”), you shall not, anywhere within the United States of America (the “Restricted Territory”), directly or indirectly (A) engage in for your own benefit or for the benefit of any third party (B) otherwise own, manage, operate, control, advise, be employed by, or participate in the ownership, management, operation or control of, or provide competitive services to, any person or entity that is engaged in, in either case, a business that is in the same or similar business and competitive with the business conducted by, or actively planned to be conducted by, or otherwise competitive with that of the Company (or any of its affiliates engaged in the same business) (any such business, a “Competing Business”). Notwithstanding the foregoing, your passive ownership solely as an investor of three percent (3%) or less of the outstanding securities of any class of any publicly-traded securities of any company shall not, by itself, be considered to be competition with the Company. During the Restricted Period, you also shall not, directly or indirectly: (i) persuade or attempt to persuade any customer or client, or any potential customer or client to which you have (or an employee who reports to you has or had) made a presentation or with respect to which you had access to confidential or proprietary information, (A) not to hire, engage or purchase products or services from the Company or its affiliates or (B) to hire, engage or purchase products or services from another entity or person in connection with a Competing Business within the Restricted Territory; or (ii) solicit for employment or hire (or solicit for engagement as an independent contractor or engage as an independent contractor) any employee (or independent contractor) of the Company or its affiliates (or any person who was employed (or engaged) by the Company or its affiliates within the 12- month period prior to such solicitation, hiring or engagement, as applicable (or, if following the termination of your employment, the 12-month period prior to such termination), or otherwise encourage any employee of, or independent contractor with, the Company or its affiliates to terminate his or her employment with or engagement by the Company or its affiliates or accept employment or a consulting relationship with any entity or person other than the Company or its affiliates. 9. Confidential Information. During your employment, you will have access to or become familiar with information of confidential or proprietary nature that

 
8 pertains to the business operations of the Company and its affiliates. Such information includes, but is not limited to, (i) information relating to the Company’s or its affiliates’ business, operations, customers, clients, suppliers and vendors, including, but not limited to, information received from third parties under confidential conditions, business plans, financial information, cost, pricing and profit figures, customer files, products and services offered or in development, strategic direction, marketing strategies and plans, software, designs, procedures, formulas, processes, financial data and results of operations; and (ii) other know- how, ideas, concepts, trade secrets, and methodologies and technical, business or financial information relating to the business of the Company or its affiliates (collectively, “Confidential Information”). You acknowledge that the Confidential Information is, among other things, not readily available to the public and extremely valuable to the Company’s and/or its affiliates’ operations. Without limiting any other confidentiality obligations you may owe to the Company or its affiliates, you agree not to disclose any Confidential Information, directly, or use it in any way, either during your employment with the Company or any time thereafter, except (a) required in the course of this employment for the Company, (b) for information that is or becomes public other than through his breach of any confidentiality obligations (unless such information became public as a result of a violation of any other person or other person or entity’s confidentiality obligations) or (c) as required by legal process (provided that, in the event of legal process, you must provide prompt notice to the Company prior to responding to such legal process and cooperate with the Company or its affiliates if either elects to contest such legal process). You further agree not to copy or record or allow to be copied or recorded any such Confidential Information, except as required in the course of your employment. You further agree that you have continuing obligations pursuant to NXP’s Assignment & Confidentiality Agreement and/or Employee Ethics and Intellectual Property Agreement signed by you (and incorporated herein by reference). Nothing herein shall prevent you from using and availing yourself of your general technical, engineering and inventive skill, knowledge and experience, including that pertaining to or derived from the non-secret and non-confidential aspects of the activities of NXP. 10. Successors and Assigns. This Agreement shall bind and insure to the benefit of and be enforceable by the Company and its successors and assigns and you and your heirs, executors, administrators, and successors. Provided that your services to the Company are of a personal nature and that you cannot sell, convey, assign, delegate, transfer or otherwise dispose of, directly or indirectly, any of your rights, or obligations under this Agreement (and any such

 
9 purported action by you shall be null and void); provided further that the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary or affiliate if the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company or its subsidiaries by purchase, merger, consolidation or otherwise. 11. Notices. All notices, requests, demands, claims, consents and other communication which are required, permitted or otherwise delivered pursuant or related to this Agreement shall in every case be in writing and shall be deemed properly served if: (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, or (c) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below: If to the Company: SVP Total Rewards NXP Semiconductors 6501 William Cannon Dr West, Austin, Texas 78735 If to the Employee: Rafael Sotomayor [******************] Alternatively, notices may be provided to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party. Date of service of any such notices or other communication shall be: (a) the date such notice is personally delivered, (b) three days after the date of mailing if sent by certified or registered mail, or (c) one business day after date of delivery to the overnight courier of sent by overnight courier. 12. NXP Policies. You will be subject to all NXP policies currently in effect for the Company’s employees and as may be established or amended from time to time, including but not limited to, all terms and conditions in any Code of Conduct applicable to the Company’s employees. Your employment (and continued employment) with the Company is contingent upon you obtaining and maintaining and authorization to be employed in the United States commensurate with the business needs of the Company. 13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth herein, the Company and the Employee agree that such provision shall be modified to

 
10 make it enforceable to maximum extent possible under applicable law. If any provision of this Agreement is declared invalid, illegal or unenforceable for any reason and cannot be modified to be enforceable, such provision shall immediately become null and void leaving the remainder of this Agreement in full force and effect. 14. Survival. This Agreement shall continue for so long as any obligations remain under this Agreement. Without limiting the foregoing, the provisions of Sections 8-9 of this Agreement shall survive and shall continue to be binding upon you notwithstanding the termination of your employment with the Company for any reason. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will be deemed one and the same instrument. 15. Governing Law and Forum. This Agreement is governed by and construed in accordance with the laws of the State of Texas without giving effect to the conflict of law principles thereof. The parties agree to the exclusive personal jurisdiction and venue of the State and Federal courts located in Travis County, Texas for any legal action relating to this Agreement. 16. Voluntary Execution of this Agreement. You understand and agree that you have executed this Agreement voluntarily and without any duress or undue influence on the part of or on behalf of the Company or any third party.

 
11 IN WITNESS WHEREOF, NXP and Rafael Sotomayor have executed and delivered this Agreement as of the Effective Date. /s/ Rafael Sotomayor Rafael Sotomayor NXP USA, Inc. /s/ Christoper L. Jensen Christopher L. Jensen EVP, Chief People Officer

 
11 Exhibit A CHANGE IN CONTROL BENEFITS FOR CEO Severance Benefits Continuation Accelerated Vesting CoC Protection of Terms 24 months Base + 24 months Target Bonus 12 months (US only) Per equity agreements 12 months post- close

 
12 Exhibit B 2020 SHARE OWNERSHIP POLICY ELEMENT REQUIREMENT Required Holding * 6.0x base salary Compliance Window * 5 years Policy if Required Holding Not Met within Compliance Window * Retain 100% of net shares received from LTI grants until SOG is met, with * Committee to retain discretion to assess special situations on a case-by-case basis Shares Counted Toward Required Holding * Shares directly or beneficially owned * Unvested time-based restrictive stock (RSUs) Measurement * Measured at year end

 
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 Netherlands (“NXP”), and 3. Mr. Kurt Sievers (“Mr. Sievers”), together the "Parties”. Preamble Mr. Sievers is employed by the Company on the basis of the employment contract dated October 23, 2009 between Mr. Sievers and the Company (the “Employment Contract”) and a secondment ad- dendum dated March 5, 2020 between Mr. Sievers and the Company (the “Secondment Adden- dum”). Separately, Mr. Sievers and NXP entered into a management agreement dated March 5, 2020 to serve as executive director of the board of directors of NXP (“Executive Director”) and CEO of NXP (the “Management Agreement”). By letter dated April 23, 2025 (the “Resignation Notice”), Mr. Sievers has duly provided notice of his retirement from the Company and NXP and thereby (i) terminated the employment relationship with the Company effective as of December 31, 2025, (ii) terminated the Management Agreement effective as of October 28, 2025 and (iii) resigned as Executive Director and CEO of NXP effective as of October 28, 2025. The Parties have agreed to settle the terms and conditions in connection with the above by mutual consent in this agreement (the “Retirement Agreement”). Now, therefore, the Parties agree as follows: 1. DUTIES 1.1 Until the resignation as Executive Director and CEO on October 28, 2025, Mr. Sievers will continue to provide his services as Executive Director and CEO under the Management Agree- ment. 1.2 Upon Mr. Sievers’ resignation as Executive Director and CEO on October 28, 2025, the Se- condment Addendum is extended through December 31, 2025, during which period Mr.

 
Retirement Agreement – April 28, 2025 2 / 4 Sievers will render strategic advice to the Chief Executive Officer of NXP and assist in the transition of duties and other tasks as needed and requested by the Chief Executive Officer of NXP. 2. TERMINATION 2.1 The Management Agreement will terminate on October 28, 2025 upon Mr. Sievers' initiative as set out in the Resignation Notice. 2.2 Subject to section 2.1, the employment relationship between Mr. Sievers and the Company, including the Employment Contract and the Secondment Addendum, as well as any other ex- isting service or employment relationship between Mr. Sievers and the Company or another company affiliated with the Company pursuant to sec. 15 of the German Stock Corporation Act (Aktiengesetz – AktG) (“Affiliated Company”), including NXP, will end on December 31, 2025 (hereinafter the “Termination Date”) upon Mr. Sievers' initiative as set out in the Resignation Notice. 3. SETTLEMENT OF ACCOUNTS 3.1 The Company will continue to process Mr. Sievers’ gross monthly base salary and other ben- efits in effect at the time of this Retirement Agreement under the Employment Contract and the Secondment Addendum until the Termination Date, and under the Management Agreement until October 28, 2025, and will pay out the resulting net amounts to Mr. Sievers. No additional payments or compensation are due by NXP to Mr. Sievers. 3.2 The Company acknowledges that outstanding equity awards will continue to vest through the Termination Date. Any outstanding equity awards or entitlements that have not yet vested at the Termination Date will be forfeited at such date. Mr. Sievers will be fully eligible for the 2025 annual incentive program bonus payment (to be paid in 2026 in line with documented company performance for first and second half 2025), subject to the achievement of applicable perfor- mance metrics. 3.3 No other remuneration (allowances, premiums, commissions, gratuities or similar) or sever- ance is owed to Mr. Sievers. 3.4 The Company will process and reimburse to Mr. Sievers in the usual manner any travel ex- penses and other expenses incurred by him until the Termination Date. 4. TAX 4.1 The Company will continue to provide tax filing support for Mr. Sievers relating to tax years in which he receives income in connection with his employment under the Employment Contract and the Secondment Addendum. 5. ADDITIONAL RESIGNATIONS/VACATION/RELEASE 5.1 Mr. Sievers will resign from all offices which he holds at Affiliated Companies on the Termina- tion Date or on any earlier date as requested by the Company. He will execute all documents relating to such resignation in the form that the Company deems necessary or expedient for the resignations to take effect or for their disclosure. 5.2 The vacation for the previous years has been granted and taken by the time this Retirement Agreement is signed. Any remaining vacation for the current year will be granted and taken prior to the Termination Date.

 
Retirement Agreement – April 28, 2025 3 / 4 6. COMPANY PENSION SCHEME Any vested pension rights of Mr. Sievers under the company pension scheme remain unaffected by this Retirement Agreement. 7. FINAL DISCHARGE Except where it concerns compliance with this Retirement Agreement, the Parties hereby grant each other full and final discharge in relation to the Employment Contract, the Secondment Addendum and the Management Agreement, and waive any rights that they may have against each other. The final discharge also relates to any claims concerning Affiliated Companies. 8. CONFIDENTIALITY 8.1 The parties acknowledge that the confidentiality provisions of the Employment Agreement and Secondment Addendum continue to apply, subject, however, that to the extent the duty of confidentiality therein unduly hinders the advancement of the Employee's career, the Em- ployee can request the Company to restrict the duty of confidentiality. The Employee's right to use his acquired knowledge shall remain unaffected, provided that this does not require re- course to documents, in particular notes, presentations, minutes, reports, correspondence and similar documents, all data carriers/data as well as copies or other - including electronic - re- productions thereof, which contain confidential matters of the Company. 9. FINAL PROVISIONS 9.1 No oral side agreements exist. Amendments or additions to this Retirement Agreement, includ- ing to this provision, require written form to be valid unless it can be proven that they have been individually agreed between the Parties. 9.2 This Retirement Agreement is subject to German law, provided that the termination of the Man- agement Agreement is governed by Dutch law and all disputes relating to the termination of the Management Agreement will be submitted to the competent Dutch courts. 9.3 Should any provision of this Retirement Agreement be or become invalid in whole or in part, the validity of the remaining provisions of this Retirement Agreement will not be affected thereby. If a provision is found to be invalid, the Parties undertake to negotiate a valid and reasonable replacement provision that comes closest to the economic purpose pursued by the invalid provision. The same applies in case of a contractual gap.

 
Retirement Agreement – April 28, 2025 4 / 4 April 28, 2025 date NXP Semiconductors Germany GmbH /s/ Greg Summe Greg Summe, NXP Semiconductors Germany GmbH NXP Semiconductors N.V. /s/ Julie Southern Julie Southern, Chair of the Board of Directors. NXP Semiconductors N.V. /s/ Greg Summe Greg Summe, Chair of the Human Resources and Compensation Committee of the Board of Directors April 28, 2025 date /s/ Kurt Sievers Kurt Sievers

 


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NXP Semiconductors Reports First Quarter 2025 Results
Announces Management Transition
EINDHOVEN, The Netherlands, April 28, 2025 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the first quarter, which ended March 30, 2025. “NXP delivered quarterly revenue of $2.84 billion, in-line with the midpoint of guidance. NXP's first-quarter results and guidance for the second quarter underpin a cautious optimism that NXP continues to effectively navigate through a challenging set of market conditions. We are operating in a very uncertain environment influenced by tariffs with volatile direct and indirect effects. Considering these external factors, we are redoubling our efforts to manage what is in our direct control, enabling NXP to drive solid profitability and earnings,” said Kurt Sievers, NXP President and Chief Executive Officer.

The company announced that Mr. Sievers has informed the Board of Directors of his intention to retire from NXP at the end of 2025. “Kurt has been a dynamic, visionary, and highly effective CEO of NXP since May 2020,” said Julie Southern, NXP’s Chair of the Board of Directors. “He has been instrumental in leading the definition and implementation of NXP’s strategy to be the leader in intelligent systems at the edge within the Automotive and Industrial & IoT end markets. After a successful 30-year career with NXP, we are saddened to see Kurt retire. We and the entire NXP community thank him for his leadership and wish him the absolute best in his retirement.”

Following a comprehensive and thorough succession planning process, NXP’s Board of Directors announced that it has unanimously approved Mr. Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025. Messrs. Sievers and Sotomayor will work closely to orchestrate a smooth leadership transition until October 28, 2025, when Mr. Sotomayor will assume the role of President and Chief Executive Officer. “Rafael has been an integral part of creating and shaping NXP’s strategy and enabling the company’s success. We are confident he is ideally suited to assume the role of President and CEO at NXP, and to execute the company’s vision for leadership in the intelligent systems at the edge within the Automotive and Industrial & IoT end markets,” said Ms. Southern.

Mr. Sievers’ departure is a purely personal decision and is not related to any disagreement with the Board of Directors, or any issues relating to the strategic or financial performance of the company.

Key Highlights for the First Quarter 2025:
•Revenue was $2.84 billion, down 9 percent year-on-year;
•GAAP gross margin was 55.0 percent, GAAP operating margin was 25.5 percent and GAAP diluted Net Income per Share was $1.92;
•Non-GAAP gross margin was 56.1 percent, non-GAAP operating margin was 31.9 percent, and non-GAAP diluted Net Income per Share was $2.64;
•Cash flow from operations was $565 million, with net capex investments of $138 million, resulting in non-GAAP free cash flow of $427 million;
•Capital return during the quarter was $561 million, representing 131 percent of first quarter non-GAAP free cash flow. Share buybacks were $303 million and dividends paid during the quarter were $258 million. After the end of the first quarter, between March 31, 2025, and April 25, 2025, NXP executed via a 10b5-1 program additional share repurchases totaling $90 million;
•On January 7, 2025, NXP announced the MCX L14x and MCX L25x, the first families in the ultra-low-power L Series of the MCX microcontroller portfolio. The MCX L series features a dual-core architecture with an independent ultra-low-power sense domain to enable challenging battery-limited applications, such as sensors for industrial monitoring, building management, and flow metering;
•On January 8, 2025, Honeywell and NXP announced an expansion of its partnership that will accelerate aviation product development and chart the path for autonomous flight. The Honeywell Anthem cockpit is powered by
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NXP’s i.MX 8 applications processors to help improve operational efficiency, safety and unlock value for pilots and operators. This builds on the companies’ existing relationship, which is focused on helping optimize how building management systems sense and securely control energy consumption;
•On January 15, 2025 NXP announced it has secured a €1 billion loan from the European Investment Bank (EIB) to advance the company’s RDI investments across its broad portfolio of semiconductor solutions.The €1 billion loan facility carries a weighted average interest rate of 4.54 percent when drawn in dollar denominated tranches, under the current market conditions and has a duration of six years;
•On February 10, 2025, NXP announced the agreement to acquire Kinara Inc., an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs) to enable intelligence at the edge solutions. The all-cash transaction was valued at $307 million and is expected to close in the first half of 2025, subject to customary closing conditions, including regulatory clearances;
•On March 11, 2025, NXP announced the new S32K5 family of automotive microcontrollers (MCU), the automotive industry's first 16nm FinFET MCU with embedded magnetic RAM (MRAM). The S32K5 MCU family will extend the NXP CoreRide platform with pre-integrated zonal and electrification system solutions for scalable software-defined vehicle (SDV) architectures.

Summary of Reported First Quarter 2025 ($ millions, unaudited) (1)
Q1 2025Q4 2024Q1 2024Q - QY - Y
Total Revenue$2,835 $3,111 $3,126 -9%-9%
GAAP Gross Profit$1,560 $1,678 $1,783 -7%-13%
Gross Profit Adjustments (i)
$(31)$(111)$(35)
Non-GAAP Gross Profit$1,591 $1,789 $1,818 -11%-12%
GAAP Gross Margin55.0 %53.9 %57.0 %
Non-GAAP Gross Margin56.1 %57.5 %58.2 %
GAAP Operating Income (Loss)$723 $675 $856 7%-16%
Operating Income Adjustments (i)
$(181)$(390)$(224)
Non-GAAP Operating Income$904 $1,065 $1,080 -15%-16%
GAAP Operating Margin25.5 %21.7 %27.4 %
Non-GAAP Operating Margin31.9 %34.2 %34.5 %
GAAP Net Income (Loss) attributable to Stockholders$490 $495 $639 -1%-23%
Net Income Adjustments (i)
$(183)$(322)$(201)
Non-GAAP Net Income (Loss) Attributable to Stockholders$673 $817 $840 -18%-20%
GAAP diluted Net Income (Loss) per Share (ii)
$1.92 $1.93 $2.47 —%-22%
Non-GAAP diluted Net Income (Loss) per Share (ii)
$2.64 $3.18 $3.24 -17%-19%
Additional information
Q1 2025Q4 2024Q1 2024Q - QY - Y
Automotive$1,674 $1,790 $1,804 -6%-7%
Industrial & IoT$508 $516 $574 -2%-11%
Mobile$338 $396 $349 -15%-3%
Comm. Infra. & Other$315 $409 $399 -23%-21%
DIO169151144
DPO 626565
DSO343026
Cash Conversion Cycle141116105
Channel Inventory (weeks)987
Gross Financial Leverage (iii)
2.4x2.1x1.9x
Net Financial Leverage (iv)
1.6x1.5x1.3x
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1.Additional Information for the First Quarter 2025:
i.For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.
ii.Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.
iii.Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.
iv.Net financial leverage is defined as net debt divided by trailing twelve months adjusted EBITDA.
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Guidance for the Second Quarter 2025: ($ millions, except Per Share data) (1)
GAAPReconciliationnon-GAAP
LowMidHighLowMidHigh
Total Revenue$2,800$2,900$3,000$2,800$2,900$3,000
Q-Q-1%2%6%-1%2%6%
Y-Y-10%-7%-4%-10%-7%-4%
Gross Profit$1,533$1,604$1,675$(29)$1,562$1,633$1,704
Gross Margin54.8%55.3%55.8%55.8%56.3%56.8%
Operating Income (loss)$680$741$802$(182)$862$923$984
Operating Margin24.3%25.6%26.7%30.8%31.8%32.8%
Financial Income (expense)$(100)$(100)$(100)$(12)$(88)$(88)$(88)
Tax rate18.5%-19.5%17.0%-18.0%
Equity-accounted investees$(8)$(8)$(8)$(6)$(2)$(2)$(2)
Non-controlling interests$(9)$(9)$(9)$(9)$(9)$(9)
Shares - diluted255.0255.0255.0255.0255.0255.0
Earnings Per Share - diluted$1.78$1.97$2.16$2.46$2.66$2.86

Note (1) Additional Information:

1.GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(7) million; Share-based Compensation, $(15) million; Other Incidentals, $(7) million;
2.GAAP Operating Income (loss) is expected to include PPA effects, $(33) million; Share-based Compensation, $(115) million; Restructuring and Other Incidentals, $(34) million;
3.GAAP Financial Income (expense) is expected to include Other financial expense $(12) million;
4.GAAP Results relating to equity-accounted investees is expected to include results relating to non-foundry equity-accounted investees $(6) million;
5.GAAP diluted EPS is expected to include the adjustments noted above for PPA effects, Share-based Compensation, Restructuring and Other Incidentals in GAAP Operating Income (loss), the adjustment for Other financial expense, the adjustment for results relating to non-foundry equity-accounted investees and the adjustment on Tax due to the earlier mentioned adjustments.

NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP's control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding "Non-GAAP Financial Measures" below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding "Forward-looking Statements." We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.

Non-GAAP Financial Measures

In managing NXP's business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures, that are not in accordance with, nor an alternative to, U.S. generally accepted accounting principles (“GAAP”). In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting NXP’s business. We believe that they enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to core operating performance, certain non-cash expenses and share-based compensation expense, which may obscure trends in NXP's underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management.

These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The presentation of these and other similar items in NXP’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).” Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at https://investors.nxp.com for additional information related to our rationale for using these non-GAAP financial measures, as well as the impact of these measures on the presentation of NXP's operations.

In addition to providing financial information on a basis consistent with GAAP, NXP also provides the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and development, (iv) Selling, general and administrative, (v) Amortization of acquisition-
4



related intangible assets, (vi) Other income, (vii) Operating income (loss), (viii) Operating margin, (ix) Financial Income (expense), (x) Income tax benefit (provision), (xi) Results relating to non-foundry equity-accounted investees, (xii) Net income (loss) attributable to stockholders, (xiii) Earnings per Share - Diluted, (xiv) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xv) free cash flow, trailing 12 month free cash flow and trailing 12 month free cash flow as a percent of Revenue. The non-GAAP information excludes, where applicable, the amortization of acquisition related intangible assets, the purchase accounting effect on inventory and property, plant and equipment, merger related costs (including integration costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, extinguishment of debt, foreign exchange gains and losses, income tax effect on adjustments described above and results from non-foundry equity-accounted investments.

The difference in the benefit (provision) for income taxes between our GAAP and non-GAAP results relates to the income tax effects of the GAAP to non-GAAP adjustments that we make and the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).
Conference Call and Webcast Information

The company will host a conference call with the financial community on Tuesday, April 29, 2025 at 8:00 a.m. U.S. Eastern Daylight Time (EDT) to review the first quarter 2025 results in detail.

Interested parties may preregister to obtain a user-specific access code for the call here.

The call will be webcast and can be accessed from the NXP Investor Relations website at www.nxp.com. A replay of the call will be available on the NXP Investor Relations website within 24 hours of the actual call.

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP's "Brighter Together" approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $2.84 billion in 2024. Find out more at www.nxp.com.

Forward-looking Statements

This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP's established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; increasing and evolving cybersecurity threats and privacy risks, including theft of sensitive or confidential data; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP's debt service and research and development and capital investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; the ability to maintain good relationships with NXP's suppliers; and a change in tax laws could have an effect on our estimated effective tax rate. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

For further information, please contact:

Investors:                                    Media:
Jeff Palmer                                    Paige Iven
jeff.palmer@nxp.com                                paige.iven@nxp.com
+1 408 205 0687                                +1 817 975 0602

NXP-CORP


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NXP Semiconductors
Table 1: Condensed consolidated statement of operations (unaudited)
($ in millions except share data) Three months ended
March 30, 2025December 31, 2024March 31, 2024
Revenue$2,835 $3,111 $3,126 
Cost of revenue(1,275)(1,433)(1,343)
Gross profit1,560 1,678 1,783 
Research and development(547)(612)(564)
Selling, general and administrative(281)(323)(306)
Amortization of acquisition-related intangible assets(27)(28)(51)
Total operating expenses(855)(963)(921)
Other income (expense)18 (40)(6)
Operating income (loss)723 675 856 
Financial income (expense):
Other financial income (expense)(92)(91)(70)
Income (loss) before income taxes631 584 786 
Benefit (provision) for income taxes(130)(77)(141)
Results relating to equity-accounted investees(4)(2)(1)
Net income (loss)497 505 644 
Less: Net income (loss) attributable to non-controlling interests7 10 5 
Net income (loss) attributable to stockholders490 495 639 
Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic$1.93 $1.95 $2.49 
Diluted$1.92 $1.93 $2.47 
Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic253,709 254,349 256,567 
Diluted255,018 256,628 258,954 
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NXP Semiconductors
Table 2: Condensed consolidated balance sheet (unaudited)
($ in millions)As of
March 30, 2025December 31, 2024March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$3,988 $3,292 $2,908 
Short-term deposits— — 400 
Accounts receivable, net1,060 1,032 881 
Inventories, net2,350 2,356 2,102 
Other current assets627 625 603 
Total current assets8,025 7,305 6,894 
Non-current assets:
Deferred tax assets1,284 1,251 1,048 
Other non-current assets1,942 1,796 1,290 
Property, plant and equipment, net 3,210 3,267 3,304 
Identified intangible assets, net777 836 839 
Goodwill9,942 9,930 9,945 
Total non-current assets17,155 17,080 16,426 
Total assets25,180 24,385 23,320 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable 863 1,017 954 
Restructuring liabilities-current75 147 68 
Other current liabilities 1,412 1,434 1,906 
Short-term debt1,499 500 — 
Total current liabilities3,849 3,098 2,928 
Non-current liabilities:
Long-term debt10,226 10,354 10,178 
Restructuring liabilities4 10 9 
Other non-current liabilities1,424 1,392 1,055 
Total non-current liabilities11,654 11,756 11,242 
Non-controlling interests355 348 321 
Stockholders’ equity9,322 9,183 8,829 
Total equity9,677 9,531 9,150 
Total liabilities and equity25,180 24,385 23,320 
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NXP Semiconductors
Table 3: Condensed consolidated statement of cash flows (unaudited)
($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
Cash flows from operating activities:
Net income (loss)$497 $505 $644 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization209 259 235 
Share-based compensation127 117 115 
Amortization of discount (premium) on debt, net1 1 1 
Amortization of debt issuance costs1 2 2 
Net (gain) loss on sale of assets(22)(1)(2)
Results relating to equity-accounted investees4 2 1 
(Gain) loss on equity securities, net6 6 2 
Deferred tax expense (benefit)(27)(145)(64)
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets(29)(25)(25)
(Increase) decrease in inventories6 (122)32 
Increase (decrease) in accounts payable and other liabilities(110)16 (102)
(Increase) decrease in other non-current assets(106)(218)6 
Exchange differences4 (1)3 
Other items4 (5)3 
Net cash provided by (used for) operating activities565 391 851 
Cash flows from investing activities:
Purchase of identified intangible assets(25)(36)(32)
Capital expenditures on property, plant and equipment(139)(130)(226)
Insurance recoveries received for equipment damage— — 2 
Proceeds from the disposals of property, plant and equipment1 1 2 
Advance payment from sale of property, plant and equipment— 30 — 
Proceeds of short-term deposits— 400 9 
Purchase of investments(53)(67)(34)
Proceeds from the sale of investments— — 5 
Net cash provided by (used for) investing activities(216)198 (274)
Cash flows from financing activities:
Repurchase of long-term debt— — (1,000)
Proceeds from the issuance of long-term debt370 670 — 
Cash paid for debt issuance costs— (1)— 
Proceeds from the issuance of commercial paper notes646 — — 
Repayment of commercial paper notes(146)— — 
Dividends paid to common stockholders(258)(258)(261)
Proceeds from issuance of common stock through stock plans37 3 37 
Purchase of treasury shares and restricted stock unit withholdings(303)(455)(303)
Other, net(1)— (1)
Net cash provided by (used for) financing activities345 (41)(1,528)
Effect of changes in exchange rates on cash positions2 (4)(3)
Increase (decrease) in cash and cash equivalents696 544 (954)
Cash and cash equivalents at beginning of period3,292 2,748 3,862 
Cash and cash equivalents at end of period3,988 3,292 2,908 
Net cash paid during the period for:
Interest41 92 38 
Income taxes, net of refunds96 280 198 
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets31 1 2 
Book value of these assets(9)— — 
Non-cash investing activities:
Non-cash capital expenditures108 161 223 
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NXP Semiconductors
Table 4: Financial Reconciliation of GAAP to non-GAAP Results (unaudited)
($ in millions except share data)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP Gross Profit$1,560 $1,678 $1,783 
PPA Effects(8)(11)(12)
Restructuring(4)(21)(3)
Share-based compensation(16)(15)(15)
Other incidentals(3)(64)(5)
Non-GAAP Gross Profit$1,591 $1,789 $1,818 
GAAP Gross margin55.0 %53.9 %57.0 %
Non-GAAP Gross margin56.1 %57.5 %58.2 %
GAAP Research and development$(547)$(612)$(564)
Restructuring(7)(50)(3)
Share-based compensation(64)(60)(58)
Other incidentals(1)(5)(1)
Non-GAAP Research and development$(475)$(497)$(502)
GAAP Selling, general and administrative$(281)$(323)$(306)
Restructuring(3)(41)(1)
Share-based compensation(47)(42)(42)
Other incidentals(20)(12)(29)
Non-GAAP Selling, general and administrative$(211)$(228)$(234)
GAAP Operating income (loss)$723 $675 $856 
PPA effects(40)(39)(63)
Restructuring(14)(112)(7)
Share-based compensation(127)(117)(115)
Other incidentals— (122)(39)
Non-GAAP Operating income (loss)$904 $1,065 $1,080 
GAAP Operating margin25.5 %21.7 %27.4 %
Non-GAAP Operating margin31.9 %34.2 %34.5 %
GAAP Income tax benefit (provision)$(130)$(77)$(141)
Income tax effect13 87 30 
Non-GAAP Income tax benefit (provision)$(143)$(164)$(171)
GAAP Net income (loss) attributable to stockholders$490 $495 $639 
PPA Effects(40)(39)(63)
Restructuring(14)(112)(7)
Share-based compensation(127)(117)(115)
Other incidentals— (122)(39)
Other adjustments:
Adjustments to financial income (expense)(12)(17)(6)
Income tax effect13 87 30 
Results relating to equity-accounted investees, excluding Foundry investees1
(3)(2)(1)
Non-GAAP Net income (loss) attributable to stockholders$673 $817 $840 
Additional Information:
1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.
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($ in millions except share data)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP net income (loss) per common share attributable to stockholders - diluted$1.92 $1.93 $2.47 
PPA Effects(0.16)(0.15)(0.24)
Restructuring(0.05)(0.44)(0.03)
Share-based compensation(0.50)(0.46)(0.44)
Other incidentals— (0.47)(0.15)
Other adjustments:
Adjustments to financial income (expense)(0.05)(0.07)(0.02)
Income tax effect0.05 0.34 0.11 
Results relating to equity-accounted investees, excluding Foundry investees1
(0.01)— — 
Non-GAAP net income (loss) per common share attributable to stockholders - diluted$2.64 $3.18 $3.24 
Additional Information:
1.Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.

NXP Semiconductors
Table 5: Financial Reconciliation of GAAP to non-GAAP Financial income (expense) (unaudited)
($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP Financial income (expense)$(92)$(91)$(70)
Foreign exchange loss(3)3 (1)
Other financial expense(9)(20)(5)
Non-GAAP Financial income (expense)$(80)$(74)$(64)
NXP Semiconductors
Table 6: Financial Reconciliation of GAAP to non-GAAP Other income (expense) (unaudited)

($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP Other income (expense)$18 $(40)$(6)
PPA effects(5)— — 
Other incidentals24 (41)(4)
Non-GAAP Other income (expense)$(1)$1 $(2)

NXP Semiconductors
Table 7: Financial Reconciliation of GAAP to non-GAAP Results relating to equity-accounted investees (unaudited)

($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP Results relating to equity-accounted investees$(4)$(2)$(1)
Results of equity-accounted investees, excluding Foundry investees1
(3)(2)(1)
Non-GAAP Results relating to equity-accounted investees$(1)$— $— 
Additional Information:
1.We adjust our results relating to equity-accounted investees for those results from investments over which NXP has significant influence, but not control, and whose business activities are not related to the core operating performance of NXP. Our equity-investments in foundry partners are part of our long-term core operating performance and accordingly those results comprise the Non-GAAP Results relating to equity-accounted investees.

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NXP Semiconductors
Table 8: Adjusted EBITDA and Free Cash Flow (unaudited)
($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
GAAP Net income (loss)$497 $505 $644 
Reconciling items to EBITDA (Non-GAAP)
Financial (income) expense92 91 70 
(Benefit) provision for income taxes130 77 141 
Depreciation and impairment143 190 145 
Amortization66 69 90 
EBITDA (Non-GAAP)$928 $932 $1,090 
Reconciling items to adjusted EBITDA (Non-GAAP)
Results of equity-accounted investees, excluding Foundry investees1
3 2 1 
Purchase accounting effect on asset sale5 — — 
Restructuring14 112 7 
Share-based compensation127 117 115 
Other incidental items2
(4)77 39 
Adjusted EBITDA (Non-GAAP)$1,073 $1,240 $1,252 
Trailing twelve month adjusted EBITDA (Non-GAAP)$4,885 $5,064 $5,395 
Additional Information:
1.Refer to Table 7 above for further information regarding the results relating to equity-accounted investees.
2. Excluding from total other incidental items, charges included in depreciation, amortization or impairment reconciling items:
–other incidental items
4 45 — 
($ in millions)Three months ended
March 30, 2025December 31, 2024March 31, 2024
Net cash provided by (used for) operating activities$565 $391 $851 
Net capital expenditures on property, plant and equipment(138)(99)(224)
Non-GAAP free cash flow$427 $292 $627 
Trailing twelve month non-GAAP free cash flow$1,889 $2,089 $2,933 
Trailing twelve month non-GAAP free cash flow
 as percent of Revenue		15 %17 %22 %


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