N6596XAA7

• GAAP gross margin was 57.3%, GAAP operating margin 30.6%, GAAP diluted EPS $3.02; non-GAAP gross margin 58.0%, non-GAAP operating margin 35.1%, non-GAAP diluted EPS $3.61.
• Cash flow from operations was $860 million; non-GAAP free cash flow was $791 million (22.6% of revenue).
• Capital return in Q2 was $360 million (dividends $256M, buybacks $104M); additional $32M buybacks executed post-quarter via 10b5-1 program.
• Q3 2026 guidance: revenue $3.65B-$3.85B (mid $3.75B), non-GAAP diluted EPS $3.89-$4.32 (mid $4.11).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All 10 director re-appointments passed, including executive director Rafael Sotomayor and non-executive directors Annette Clayton, Anthony Foxx, Moshe Gavrielov, Chunyuan Gu, Lena Olving, Julie Southern, Jasmin Staiblin, Gregory L. Summe, and Karl-Henrik Sundström.
• Shareholders approved authorizations for the Board to issue shares, restrict pre-emption rights, repurchase shares, and cancel shares.
• E&Y Accountants B.V. was re-appointed as independent auditor for fiscal year 2026; non-executive director remuneration and NEO compensation (advisory) were approved.
• On June 11, 2026, the Board approved an interim dividend of $1.014 per ordinary share for Q2 2026, payable July 9, 2026 to shareholders of record as of June 24, 2026.
• Cash dividends will be subject to 15% Dutch dividend withholding tax, potentially reduced or refundable in certain circumstances.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events

• GAAP gross margin was 56.2% and GAAP operating margin was 47.3%; non-GAAP gross margin was 57.1% and non-GAAP operating margin was 33.1%.
• Cash flow from operations was $793 million, with non-GAAP free cash flow of $714 million (22.4% of revenue).
• Capital return in Q1 was $358 million, including $102 million in buybacks and $256 million in dividends; additional $32 million in buybacks executed through April 24, 2026.
• Q2 2026 guidance: revenue $3.35-3.55 billion, non-GAAP diluted EPS $3.29-3.72.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 20, 2026, NXP Semiconductors N.V. announced the redemption of US$750 million principal amount of its 3.875% senior notes due June 2026.
• NXP CFO Bill Betz stated the redemption reflects the company's commitment to effective capital allocation, alongside ongoing share repurchases and cash dividends.
• The press release announcing the redemption was filed as Exhibit 99.1 to the Form 8-K.
• The event was reported under Item 8.01 (Other Events) as a material corporate action not otherwise required to be reported.

8.01 Other Events

• On March 12, 2026, NXP Semiconductors N.V.'s board approved an interim dividend of $1.014 per ordinary share for Q1 2026.
• The dividend will be paid in cash on April 9, 2026, to shareholders of record as of March 25, 2026.
• The company cited the strength of its capital structure and confidence in long-term growth and cash flow as reasons for the dividend.
• The announcement was made via a press release attached as Exhibit 99.1 to the Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Jennifer Wuamett, EVP, General Counsel, Secretary and Chief Sustainability Officer, will 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 Wuamett's retirement.
• Her salary, benefits, and equity vesting continue through December 31, 2026; she remains eligible for the 2026 annual incentive bonus (paid in 2027).
• No other payments or compensation are due to Wuamett.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The facility provides $3.0 billion in senior unsecured revolving credit commitments, including a $200 million letter of credit sub-facility.
• The credit agreement matures on February 6, 2031, with interest based on Term SOFR or base rate plus margins tied to NXP's credit rating.
• NXP Semiconductors N.V. and NXP USA, Inc. guarantee all obligations under the facility.
• The facility includes a financial covenant requiring a consolidated interest coverage ratio of at least 3.00 to 1.00.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Q4 2025 revenue was $3.34 billion, up 7% year-on-year; full-year revenue was $12.27 billion, down 3%.
• Q4 non-GAAP free cash flow was $793 million, or 23.8% of revenue.
• Completed acquisitions of Aviva Links ($243M) and Kinara ($307M) in October 2025; sold MEMS sensors business for $900M on Feb 2, 2026.
• Q1 2026 guidance: revenue midpoint $3.15 billion, non-GAAP EPS midpoint $2.97.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits