NXP Semiconductors N.V. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
$NXPI
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 27, 2025
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Item 2.02 Results of Operations and Financial Condition.
On October 27, 2025, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third
quarter 2025. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following the previous announcement on April 28, 2025, Kurt Sievers has voluntarily retired as CEO and executive director of NXP Semiconductors N.V. (the “Company”), effective October 28, 2025. The Company’s Board of Directors (the “Board”) has unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President and CEO and temporary executive director of the Company effective as of October 28, 2025. A description of the Employment Agreement and Management Agreement related to Mr. Sotomayor’s service as President and CEO and temporary executive director as well as copies of these agreements can be found on the Current Report on Form 8-K filed by the Company on April 28, 2025. In connection with Mr. Sotomayor’s appointment, the Human Resources and Compensation Committee of the Board has determined that Mr. Sotomayor will receive a gross annual base salary of $1,050,000, with a target annual incentive amount of 170% of his base salary under the Company’s annual incentive plan. In connection with Mr. Sotomayor’s appointment as President and CEO, Mr. Sotomayor will be awarded long term incentive equity awards with a total grant value of $10,500,000, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 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: October 28, 2025
| NXP Semiconductors N.V. | ||
| /s/ William J. Betz | ||
| Name: William J. Betz, CFO | ||