[8-K] NXP Semiconductors N.V. Reports Material Event

Rhea-AI Filing Summary

NXP Semiconductors completed a $1.5 billion underwritten offering of senior notes in three series to finance corporate needs. The company sold $500,000,000 of 4.300% Senior Notes due 2028, $300,000,000 of 4.850% Senior Notes due 2032 and $700,000,000 of 5.250% Senior Notes due 2035. Interest on each series is payable semi-annually beginning February 19, 2026, with maturities on August 19 of the respective years. The notes were issued under the company’s Form S-3ASR shelf registration and are governed by the existing Indenture as supplemented by a second supplemental indenture dated August 19, 2025. Legal opinions and trustee arrangements are referenced in the filing.

Positive

• Raised $1.5 billion through an underwritten offering consisting of three senior note series
• Staggered maturities (2028, 2032, 2035) provide a spread of repayment dates
• Issued under an effective Form S-3ASR, indicating prior SEC registration clearance and standardized documentation
• Standard indenture and trustee arrangements and accompanying legal opinions are in place

Negative

• Increases consolidated funded debt by $1.5 billion, creating fixed interest and principal repayment obligations
• Fixed coupon obligations of 4.300%, 4.850% and 5.250% add recurring financing cost commitments

Insights

Corporate Finance Analyst

TL;DR: NXP raised $1.5B via staggered senior notes, extending debt maturities across 2028–2035.

The company issued three fixed-rate senior note series totaling $1.5 billion under its effective shelf registration. The staggered maturities provide predictable repayment dates in 2028, 2032 and 2035, and all series pay interest semi-annually starting February 19, 2026. The issuance follows standard indenture and trustee arrangements and includes counsel consents. This transaction increases NXP’s funded debt by $1.5 billion and establishes fixed interest obligations at stated coupon rates.

Debt Capital Markets Specialist

TL;DR: A conventional underwritten bond offering with clear terms and legal documentation in place.

The offering comprised three capped principal amounts with explicit coupon rates and payment schedules, issued pursuant to the company’s Form S-3ASR and an existing Indenture plus a second supplemental indenture dated August 19, 2025. Trustee and legal opinions are documented, and redemption mechanics (including par call provisions) are specified. From a markets perspective, the structure is straightforward and consistent with typical corporate note issuances.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO RULE 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 19, 2025

NXP Semiconductors N.V.

(Exact name of Registrant as specified in charter)

Netherlands		001-34841		98-1144352
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification number)

High Tech Campus 60 Eindhoven The Netherlands				5656 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-4(c))

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01 Entry into a Material Definitive Agreement

On August 19, 2025, NXP B.V., NXP Funding LLC, NXP USA, Inc. (the “Issuers”) and NXP Semiconductors N.V. (the “Company”) completed an underwritten public offering of $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2028 (the “2028 Notes”), $300,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of 5.250% Senior Notes due 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2032 Notes, the “Notes”). The Notes were offered and sold pursuant to the Issuers’ and the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-289512), which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on August 12, 2025.

The Company and the Issuers intend to use the net proceeds from the offering of the Notes to redeem the $500 million aggregate principal amount of outstanding dollar-denominated 5.350% senior unsecured notes due 2026 and the $750 million aggregate principal amount of outstanding dollar-denominated 3.875% senior unsecured notes due 2026, in accordance with the terms of the applicable indenture governing such notes, including all premiums, accrued interest and costs and expenses related to such redemptions. Pending such application, such proceeds and the excess net proceeds from the Notes will be temporarily held as cash and other short-term securities or used for general corporate purposes, which may include capital expenditures or short-term debt repayment.

The Notes were issued pursuant to an indenture, dated as of May 16, 2022 (the “Base Indenture”), among the Issuers, the Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of August 19, 2025, among the Issuers, the Company, as guarantor, and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Interest is payable on the 2028 Notes semi-annually in arrears at an annual rate of 4.300% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2028 Notes will mature on August 19, 2028. Interest is payable on the 2032 Notes semi-annually in arrears at an annual rate of 4.850% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2032 Notes will mature on August 19, 2032. Interest is payable on the 2035 Notes semi-annually in arrears at an annual rate of 5.250% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2035 Notes will mature on August 19, 2035.

At any time prior to (i) July 19, 2028 (the date one month prior to the maturity date of the 2028 Notes) for the 2028 Notes, (ii) June 19, 2032 (the date two months prior to the maturity date of the 2032 Notes) for the 2032 Notes and (iii) May 19, 2035 (the date three months prior to the maturity date of the 2035 Notes) for the 2035 Notes (collectively, the “Par Call Dates”), the Issuers may redeem the applicable series of Notes, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest to the applicable Par Call Date discounted to the applicable date of redemption (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 10 basis points in case of the 2028 Notes, 15 basis points in case of the 2032 Notes and 15 basis points in case of the 2035 Notes, plus, in each case, any accrued and unpaid interest thereon. The Issuers may redeem a series of Notes, in whole or in part, at any time and from time to time, on or after the applicable Par Call Date for such series of Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

If the Issuers experience specific kinds of changes of control, they will be required to offer to purchase each series of the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Notes will be senior unsecured obligations of the Issuers and will be guaranteed by the Company on a senior unsecured basis (the “Guarantee”). The Notes and the Guarantee will rank equal in right of payment with all of the Issuers’ and Company’s existing and future senior unsecured indebtedness, but will be effectively junior to all of the Issuers’ and the Company’s future secured indebtedness to the extent of the value of the assets securing such indebtedness and effectively junior in certain circumstances to indebtedness incurred under NXP B.V. and NXP Funding LLC’s Revolving Credit Facility with respect to certain assets of NXP B.V. and its subsidiaries in the event that such assets may secure such indebtedness in the future. The Notes and the Guarantee will rank senior in right of payment to the Issuers’ and the Company’s existing and future subordinated indebtedness and will be structurally subordinated to all of the liabilities, including trade payables, of their subsidiaries.

The Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in principal amount of the then outstanding Notes to accelerate the amounts due under the Notes.

The foregoing description of the Indenture does not purport to be a complete summary of the parties’ rights and obligations under the Indenture and is qualified in its entirety by reference to the full text of the Indenture. The Indenture and the forms of global notes for the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

The following exhibits are attached with this current report on Form 8-K:

(d) Exhibits.

4.1		Indenture, dated May 16, 2022, among the Issuers, the Company, as guarantor and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of NXP Semiconductors N.V., filed on May 16, 2022).
4.2		Second Supplemental Indenture, dated as of August 19, 2025, among the Issuers, the Company, as guarantor, and the Trustee.
4.3		Form of Note for 4.300% Senior Notes due 2028, included as part of Exhibit 4.2 hereto.
4.4		Form of Note for 4.850% Senior Notes due 2032, included as part of Exhibit 4.2 hereto.
4.5		Form of Note for 5.250% Senior Notes due 2035, included as part of Exhibit 4.2 hereto.
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
5.2		Opinion of De Brauw Blackstone Westbroek N.V.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
23.2		Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.2).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

NXP Semiconductors N.V.
By:		/s/ Timonthy Shelhamer
Name:		Timothy Shelhamer
Title:		Senior Vice President and Chief Corporate Counsel

Date: August 19, 2025

FAQ

What debt did NXP (NXPI) issue in this 8-K?

NXP issued three series of senior notes totaling $1.5 billion: $500,000,000 4.300% due 2028; $300,000,000 4.850% due 2032; $700,000,000 5.250% due 2035.

When do the new NXP notes begin paying interest?

Interest for all series is payable semi-annually beginning February 19, 2026, on February 19 and August 19 of each year thereafter.

Under what registration was the offering made?

The notes were offered and sold pursuant to NXP’s automatic shelf registration on Form S-3ASR (Registration No. 333-289512), effective August 12, 2025.

What legal and trustee arrangements are referenced in the filing?

The offering is governed by the Base Indenture and a Second Supplemental Indenture dated August 19, 2025, with Deutsche Bank Trust Company Americas as trustee and legal opinions/consents from Skadden and De Brauw included.

What are the maturity dates for each note series?

Maturities are August 19, 2028; August 19, 2032; and August 19, 2035, for the 2028, 2032 and 2035 notes respectively.