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NXP Semiconductors (NASDAQ: NXPI) retires $750M 3.875% 2026 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NXP Semiconductors N.V. announced that subsidiaries NXP B.V., NXP USA Inc. and NXP Funding LLC have redeemed the full US$750 million principal amount of its 3.875% senior notes due June 2026, in line with the governing indenture.

The company describes this early redemption as part of a disciplined capital allocation strategy alongside ongoing open‑market share repurchases, regular cash dividends and active management of its capital structure. NXP also notes it generated $12.27 billion of revenue in 2025 across automotive, industrial & IoT, mobile and communications infrastructure markets.

Positive

  • Early retirement of US$750 million notes: NXP redeemed the full principal amount of its 3.875% senior notes due June 2026, which reduces outstanding debt and removes an upcoming maturity.
  • Capital allocation discipline: Management highlights a balanced approach that combines debt management with ongoing open‑market share repurchases and predictable cash dividends.

Negative

  • None.

Insights

NXP uses cash to retire $750M of 2026 notes, modestly de‑levering its balance sheet.

NXP has redeemed the full principal amount of US$750 million in 3.875% senior notes due June 2026. Retiring this debt removes an upcoming maturity and eliminates associated interest payments under the existing indenture.

Management frames the move within a broader capital allocation approach that also includes share repurchases and regular dividends. The filing does not quantify leverage or interest savings, but paying down a sizeable bond ahead of maturity is generally consistent with maintaining balance sheet flexibility.

NXP reported $12.27 billion of revenue in 2025, suggesting the redeemed notes represent a meaningful but manageable portion of its capital structure. Future disclosures in periodic reports can provide more detail on cash balances, remaining debt profile and any new issuance activity.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Redeemed senior notes US$750 million principal 3.875% senior notes due June 2026 fully redeemed
Coupon rate 3.875% Interest rate on senior notes redeemed in April 2026
Maturity date of notes June 2026 Original maturity of redeemed 3.875% senior notes
Annual revenue $12.27 billion Company revenue in 2025 across core end markets
3.875% senior notes financial
"has redeemed the principal amount of US$750 million outstanding 3.875% senior notes due June 2026"
indenture regulatory
"in accordance with the terms of the applicable indenture covering the Notes"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
capital allocation strategy financial
"an example of NXP’s consistent commitment to an effective capital allocation strategy"
A capital allocation strategy is a plan for deciding how a company distributes its financial resources among various needs, such as investing in growth, paying dividends, or reducing debt. For investors, it signals how effectively a company manages its money to create value and sustain long-term success, much like a person deciding how to divide their budget for savings, expenses, and investments.
forward-looking statements regulatory
"This document includes forward-looking statements which include statements regarding NXP’s business strategy"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
tariffs financial
"recent changes in global trade policy including tariffs and related trade actions announced by the U.S., China and other countries"
Tariffs are taxes imposed by a government on goods imported from other countries. They increase the cost of those goods, which can lead to higher prices for consumers and impact international trade. For investors, tariffs matter because they can influence the profitability of companies, affect supply chains, and shift economic stability across different regions.
0001413447false00014134472026-04-202026-04-20

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 20, 2026
 
 
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 8.01    Other Events

On April 20, 2026, NXP Semiconductors N.V. ("NXP") issued a press release announcing that its subsidiary, NXP B.V., together with NXP USA Inc. and NXP Funding LLC, has redeemed the principal amount of US$750 million outstanding 3.875% senior notes due June 2026 (the “Notes”), in accordance with the terms of the applicable indenture covering the Notes.

A copy of the Company's press release announcing the redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
 
99.1
Press release dated April 20, 2026 entitled: "NXP Announces Redemption of 3.875% Senior Notes Due 2026."
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 20, 2026
 
NXP Semiconductors N.V.
/s/ Timothy Shelhamer
Name: Timothy Shelhamer    
Title: SVP and Chief Corporate Counsel

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NXP Announces Redemption of 3.875% Senior Notes Due 2026

Eindhoven, The Netherlands, April 20, 2026– NXP Semiconductors N.V. (NASDAQ: NXPI) ("NXP") announced today that its subsidiary, NXP B.V., together with NXP USA INC. and NXP Funding LLC, has redeemed the principal amount of US$750 million outstanding 3.875% senior notes due June 2026 (the “Notes”), in accordance with the terms of the applicable indenture covering the Notes.

“Our action today is an example of NXP’s consistent commitment to an effective capital allocation strategy, which we believe benefits all our shareholders. We will continue to actively allocate capital in a balanced manner through our ongoing open market share repurchases, predictable cash dividends as well as proactive management of our capital structure,” said Bill Betz, NXP Chief Financial Officer.

This announcement is for informational purposes only.

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 $12.27 billion in 2025. 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 our products are incorporated; recent changes in global trade policy including tariffs and related trade actions announced by the U.S., China and other countries, potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains; the impact of government actions and regulations, including as a result of executive orders, including restrictions on the export of products and technology; increasing and evolving cybersecurity threats and privacy risks; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers; our access to production from third-party outsourcing partners, and any events that might affect their business or our 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 successfully cooperate with our strategic alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in our customers’ equipment and products; our 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 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; our ability to maintain good relationships with our suppliers; our ability to integrate acquired businesses in an efficient and effective manner; our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet our debt service, research and development and capital investment requirements; and a change in tax laws could have an effect on our estimated effective tax rates. 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


FAQ

What did NXP Semiconductors (NXPI) announce regarding its 2026 senior notes?

NXP redeemed the full US$750 million principal of its 3.875% senior notes due June 2026. The redemption was carried out by subsidiaries under the terms of the governing indenture, eliminating this specific bond and its future interest payments.

What is the size and coupon of NXP’s redeemed 2026 bond issue?

The redeemed bond issue had a principal amount of US$750 million and carried a 3.875% interest rate. These senior notes were scheduled to mature in June 2026 before NXP chose to redeem them in full ahead of that maturity.

How does this debt redemption fit NXP Semiconductors’ capital allocation strategy?

NXP’s CFO described the redemption as part of an effective capital allocation strategy. The company plans to keep balancing proactive debt management with ongoing open‑market share repurchases and predictable cash dividends for shareholders over time.

Which NXP entities were involved in redeeming the 3.875% senior notes?

Subsidiary NXP B.V., together with NXP USA Inc. and NXP Funding LLC, carried out the redemption. These entities acted in accordance with the applicable indenture that governs the 3.875% senior notes due June 2026 mentioned in the disclosure.

What recent annual revenue did NXP Semiconductors report alongside this announcement?

NXP reported revenue of $12.27 billion for 2025 in the same communication. This figure highlights the company’s scale across automotive, industrial & IoT, mobile and communications infrastructure markets as it manages its capital structure and debt profile.

Does the 8-K filing include NXP’s press release on the note redemption?

Yes. The filing lists a press release titled “NXP Announces Redemption of 3.875% Senior Notes Due 2026” as Exhibit 99.1. That press release provides the public communication details for the completed US$750 million senior note redemption.

Filing Exhibits & Attachments

4 documents