Every material Form 8-K NXP Semiconductors has filed with the SEC since July 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NXP Semiconductors reported third-quarter 2026 revenue of $3.8 billion, representing a 19 percent increase year-on-year, driven by growth in automotive, industrial, and data center markets. Alongside the earnings release, the company announced a $5 billion increase to its share repurchase authorization.
Total revenue for the third quarter ended September 27, 2026, reached $3.79 billion.
GAAP diluted net income per share was $3.48, and non-GAAP diluted net income per share was $4.20.
The board authorized a $5 billion share repurchase program in October 2026.
Fourth-quarter 2026 revenue is guided to be in the range of $3.75 billion to $3.95 billion.
NXP B.V., a wholly owned subsidiary of NXP Semiconductors, signed a $250.0 million unsecured senior loan facility with the European Investment Bank on September 1, 2026. Proceeds are expected to fund an expansion of an existing back-end semiconductor assembly and test facility in Kuala Lumpur, Malaysia, and the loan is guaranteed by the parent company and two indirect subsidiaries.
Facility size: $250.0 million unsecured senior loan from European Investment Bank, signed September 1, 2026
Use of proceeds: expansion of an existing assembly and test facility in Kuala Lumpur, Malaysia
Borrowings may be in U.S. dollars or euros, at fixed or floating rates, with a maximum tenor of six years
A potential second facility agreement may be entered into in due course
NXP reported second-quarter 2026 revenue of $3.50 billion, up 19% from a year earlier and 10% from the first quarter, with non-GAAP diluted EPS of $3.61 versus $2.72 a year earlier. The company guided third-quarter 2026 revenue to $3.65 billion to $3.85 billion and non-GAAP diluted EPS to $3.89 to $4.32, which shareholders may weigh against the $3.02 GAAP EPS reported for the quarter.
Q2 2026 revenue was $3.50 billion, up 19% year-on-year and 10% sequentially; GAAP diluted EPS was $3.02, down from $4.43 in Q1 2026 and up from $1.75 in Q2 2025.
Non-GAAP diluted EPS was $3.61, up from $3.05 in Q1 2026 and $2.72 in Q2 2025.
Third-quarter 2026 guidance: revenue of $3.65 billion to $3.85 billion and non-GAAP diluted EPS of $3.89 to $4.32.
Capital return in Q2 2026 was $360 million, including $256 million in dividends and $104 million in share buybacks.
NXP reported first quarter 2026 revenue of $3.18 billion, up 12% from a year earlier, and non-GAAP diluted earnings of $3.05 per share, up from $2.64. GAAP diluted EPS was $4.43, helped by a one-time $627 million gain on the sale of its MEMS Sensors business. The company guided second quarter 2026 revenue to $3.35 billion to $3.55 billion, which would be up 14% to 21% from a year earlier.
Revenue was $3.18 billion, up 12% year over year and down 5% from the fourth quarter of 2025.
Non-GAAP diluted EPS was $3.05, up 16% from $2.64; GAAP diluted EPS was $4.43 including the $627 million gain on the MEMS Sensors sale.
Second quarter 2026 guidance: revenue of $3.35 billion to $3.55 billion and non-GAAP diluted EPS of $3.29 to $3.72.
Capital return was $358 million in the quarter, or 50.1% of non-GAAP free cash flow of $714 million.
NXP Semiconductors said its General Counsel and Secretary, Jennifer Wuamett, will retire from that role on June 30, 2026, and Michael Hoffmann, currently SVP, Chief Commercial Counsel and Deputy General Counsel, will be appointed General Counsel at that time. Ms. Wuamett will remain Chief Sustainability Officer and a strategic advisor to the CEO until her employment ends on December 31, 2026, with her pay, benefits and equity vesting continuing through that date.
Jennifer Wuamett gave notice on February 4, 2026 that she will voluntarily retire as General Counsel and Secretary on June 30, 2026
Michael Hoffmann, currently SVP, Chief Commercial Counsel and Deputy General Counsel, will be appointed General Counsel upon her retirement from that role
Ms. Wuamett's salary, benefits and equity vesting continue through December 31, 2026, and she remains eligible for the 2026 annual incentive bonus, paid in 2027, subject to performance metrics
The filing states no other payments or compensation are due to Ms. Wuamett
On February 6, 2026, NXP B.V. and NXP Funding LLC amended and restated their revolving credit agreement with Barclays Bank PLC as administrative agent, providing $3 billion of senior unsecured revolving credit commitments. The facility matures February 6, 2031, and is guaranteed by NXP Semiconductors N.V. and NXP USA, Inc. For shareholders, the filing describes a renewed committed credit line with a 3.00 to 1.00 minimum interest coverage covenant, but it does not state whether any amount has been drawn.
Facility: $3 billion senior unsecured revolving commitments, including a $200 million letters of credit sub-facility
Maturity: February 6, 2031
Pricing: Term SOFR plus 0.75% to 1.25%, or base rate plus 0.0% to 0.25%, based on senior unsecured credit rating; commitment fee 0.065% to 0.15% on undrawn amounts
Covenant: consolidated interest coverage ratio of at least 3.00 to 1.00 at each fiscal quarter end
NXP Semiconductors reported fourth-quarter 2025 revenue of $3.34 billion, up 7% from a year earlier, and full-year revenue of $12.27 billion, down 3%. GAAP diluted earnings per share were $1.79, down from $1.93, while non-GAAP diluted EPS rose to $3.35 from $3.18. The company also gave first-quarter 2026 revenue guidance of $3.05 billion to $3.25 billion and said it completed the $900 million sale of its MEMS sensors business on February 2, 2026.
Q4 2025 revenue was $3.34 billion, up 7% year-on-year; full-year 2025 revenue was $12.27 billion, down 3%.
Q4 GAAP diluted EPS was $1.79, down from $1.93 a year earlier; non-GAAP diluted EPS was $3.35, up from $3.18.
Q1 2026 revenue guidance is $3.05 billion to $3.25 billion, with non-GAAP diluted EPS guidance of $2.77 to $3.17.
The MEMS sensors business sale closed February 2, 2026 for $900 million in cash before closing adjustments, plus up to $50 million contingent on technical milestones.
NXP reported third-quarter 2025 revenue of $3.17 billion, down 2% from a year earlier but up 8% from the second quarter, and GAAP diluted earnings per share of $2.48, down 11% year on year. Its fourth-quarter revenue guidance of $3.2 billion to $3.4 billion is above the third-quarter level, and CEO Kurt Sievers retired effective October 28, 2025, with Rafael Sotomayor succeeding him.
Q3 2025 revenue $3.17 billion versus $3.25 billion in Q3 2024 and $2.93 billion in Q2 2025; non-GAAP diluted EPS $3.11 versus $3.45 a year earlier
Q4 2025 guidance: revenue $3.2 billion to $3.4 billion; non-GAAP diluted EPS $3.07 to $3.49
Capital return in Q3 was $310 million, or 60.9% of non-GAAP free cash flow of $509 million
Sotomayor's base salary is $1,050,000 with a 170% target annual incentive and a $10,500,000 long-term equity award
NXP and its subsidiaries completed an underwritten public offering of $1.5 billion in senior unsecured notes on August 19, 2025, in three series maturing in 2028, 2032 and 2035, with the Company guaranteeing the notes. The company intends to use the net proceeds to redeem $1.25 billion of outstanding notes due in 2026, which replaces near-term debt with longer-dated obligations.
Offering includes $500 million of 4.300% notes due August 19, 2028; $300 million of 4.850% notes due 2032; and $700 million of 5.250% notes due 2035.
Net proceeds are intended to redeem $500 million of 5.350% notes and $750 million of 3.875% notes, both due 2026, plus premiums, interest and costs.
Interest is paid semi-annually on February 19 and August 19, starting February 19, 2026; the notes were sold under a shelf registration effective August 12, 2025.
NXP Semiconductors reported second-quarter 2025 results, with revenue of $2.93 billion, down 6% from a year earlier but up 3% from the first quarter. GAAP diluted earnings per share fell to $1.75 from $2.54 a year earlier, while non-GAAP EPS was $2.72 versus $3.20. The company guided third-quarter revenue to $3.05 billion to $3.25 billion, which shareholders will weigh against the year-on-year declines in the quarter just reported.
GAAP diluted EPS $1.75 vs. $2.54 in Q2 2024; non-GAAP diluted EPS $2.72 vs. $3.20
Q3 2025 revenue guidance $3.05 billion to $3.25 billion; non-GAAP EPS guidance $2.89 to $3.30
Capital return of $461 million, equal to 66% of $696 million non-GAAP free cash flow
NXP reported first-quarter 2025 revenue of $2.84 billion, down 9% year-on-year, with non-GAAP diluted earnings per share of $2.64, down 19% year-on-year. The company also said CEO Kurt Sievers will retire on October 28, 2025, and Rafael Sotomayor will succeed him as President now and as CEO on that date.
Q1 2025 non-GAAP diluted EPS was $2.64 versus $3.24 a year earlier; GAAP diluted EPS was $1.92 versus $2.47.
Q2 2025 revenue guidance is $2.8 billion to $3.0 billion, with a midpoint of $2.9 billion, or 7% below the prior year at the midpoint.
Sotomayor's base salary is $800,000 from April 28, 2025, with a target bonus of 110% of salary and a $2 million long-term equity grant.
Sievers will serve as strategic advisor through December 31, 2025, and the company states his departure is not related to any disagreement or to company performance.
NXP reported fourth-quarter 2024 revenue of $3.11 billion, down 9% year-on-year, and full-year revenue of $12.61 billion, down 5%. Fourth-quarter GAAP diluted EPS was $1.93, compared with $2.68 a year earlier, and non-GAAP diluted EPS was $3.18, compared with $3.71. Guidance for first-quarter 2025 revenue has a midpoint of $2.825 billion, which is 10% below the prior year, so the decline in sales is expected to continue.
Q4 2024 revenue $3.11 billion, down 9% year-on-year; full-year 2024 revenue $12.61 billion, down 5%
Q4 2024 GAAP diluted EPS $1.93 vs $2.68 in Q4 2023; non-GAAP diluted EPS $3.18 vs $3.71
NXP B.V., a subsidiary of NXP Semiconductors N.V., entered into a €360.0 million unsecured senior loan facility with the European Investment Bank on January 13, 2025. The proceeds are expected to fund research, development and innovation of semiconductor devices, technologies and solutions in five European countries, and the loans carry a maximum tenor of six years.
Facility size: €360.0 million unsecured senior loan from the European Investment Bank, signed January 13, 2025
Borrowings may be in U.S. dollars or euros, at fixed or floating rates with a floor of zero
Obligations fully guaranteed by NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc.
Maximum loan tenor of six years; covenants and events of default are generally consistent with the company's August 26, 2022 revolving credit agreement
NXP B.V., a subsidiary of NXP Semiconductors, signed a €640.0 million unsecured senior loan facility with the European Investment Bank on November 22, 2024, to help fund semiconductor research and development in five European countries. The company also set up a commercial paper program capped at $2.0 billion, with no notes issued as of the filing date. The filing adds borrowing capacity and debt obligations but does not report results or changes to earnings.
Facility Agreement with European Investment Bank: €640.0 million unsecured senior loan, with a second €360.0 million facility expected in January 2025
Loans may be in U.S. dollars or euros, at fixed or floating rates, with a maximum tenor of six years
Commercial paper program of up to $2.0 billion outstanding at any time; notes may mature in up to 397 days
No notes had been issued under the commercial paper program as of the filing date
NXP reported third quarter 2024 revenue of $3.25 billion, down 5% from a year earlier but up 4% from the second quarter. GAAP diluted earnings per share were $2.79, compared with $3.01 a year earlier, and it guided fourth quarter revenue to $3.0 billion to $3.2 billion, below the third quarter level, citing broader macro weakness in Europe and the Americas.
Q3 2024 revenue $3.25 billion, down 5% year over year and up 4% from Q2 2024
GAAP diluted EPS $2.79 vs. $3.01 in Q3 2023; non-GAAP diluted EPS $3.45 vs. $3.70
Q4 2024 revenue guidance $3.0 billion to $3.2 billion; non-GAAP diluted EPS guidance $2.93 to $3.33
Q3 capital return of $564 million, including $305 million in share repurchases; board authorized an additional $2.0 billion for buybacks on August 29
NXP Semiconductors reported second-quarter 2024 revenue of $3.13 billion, down 5% from a year earlier and essentially flat from the first quarter. Non-GAAP diluted earnings per share were $3.20, compared with $3.43 a year earlier and $3.24 in the first quarter. The company guided third-quarter 2024 revenue to $3.15 billion to $3.35 billion, which is below the prior-year quarter, so shareholders face continued year-over-year declines in the near term.
Q2 2024 revenue was $3.13 billion, down 5% year-on-year and flat versus Q1 2024 ($3.126 billion)
GAAP diluted EPS was $2.54 versus $2.67 in Q2 2023; non-GAAP diluted EPS was $3.20 versus $3.43
Q3 2024 guidance: revenue of $3.15 billion to $3.35 billion; non-GAAP diluted EPS of $3.21 to $3.63
Q2 2024 capital return totaled $570 million, including $260 million in dividends and $310 million in share repurchases
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