[6-K] STMicroelectronics N.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

STMicroelectronics reported repurchases of 300,000 ordinary shares on the Euronext Paris market during the period September 29, 2025 to October 03, 2025.

The shares were bought at a weighted average price of EUR 24.2820 for a total cash outlay of EUR 7,284,600.00. The stated purpose was to satisfy obligations from share option programmes and other share allocations to employees and board members; repurchased shares may be held in treasury or used for other lawful purposes if not needed for those obligations.

Following these transactions the company holds 19,248,318 treasury shares, representing approximately 2.1% of issued share capital. A full trade breakdown is posted on the company website.

Positive

• 300,000 shares repurchased to cover employee/share‑plan obligations
• Weighted average purchase price disclosed: EUR 24.2820
• Total cash deployed clearly stated: EUR 7,284,600.00
• Treasury holdings increased to 19,248,318 shares (~2.1) providing flexibility to satisfy awards without immediate issuance

Negative

• None.

Insights

Corporate Finance Analyst

Small, targeted buyback to cover employee/share-plan needs.

The company executed 300,000 share purchases for EUR 7.28M, specifically to meet obligations from option and allocation programmes rather than a broad capital-return campaign. This is an internal-liability management action that reduces the need to issue new shares when option awards vest.

The transaction modestly increases treasury stock to 19.25M shares (~2.1) which preserves future flexibility to satisfy plans without immediate dilution; monitor quarterly disclosures for cumulative program usage and remaining authorization.

Market Compliance Specialist

Repurchase reported in line with EU market-abuse and disclosure rules.

Trades were executed on the regulated Euronext Paris market and disclosed with weighted-average price and total amount as required under Regulation (EU) 596/2014 and delegated rules. The filing specifies the legal purpose under article 5(2) and points investors to a full breakdown on the issuer site.

Investors should note the stated purpose limits immediate signaling of broad buyback intent; any change in purpose or material increase in repurchases would require updated disclosures in forthcoming periods.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2025

Commission File Number: 1-13546

STMicroelectronics N.V.

(Name of Registrant)

WTC Schiphol Airport
Schiphol Boulevard 265
1118 BH Schiphol Airport
The Netherlands

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒               Form 40-F ☐

Enclosure: A press release dated October 6, 2025, announcing the results of trading in STMicroelectronics’ own shares as part of the previously announced share buy-back program for the period from September 29, 2025, to October 3, 2025.

 

PR N°C3360C

STMicroelectronics announces status
of common share repurchase program

Disclosure of transactions in own shares – Period from September 29, 2025 to October 03, 2025

AMSTERDAM – October 06, 2025 -- STMicroelectronics N.V. (the “Company” or “STMicroelectronics”), a global semiconductor leader serving customers across the spectrum of electronics applications, announces full details of its common share repurchase program (the “Program”) disclosed via a press release dated June 21, 2024. The Program was approved by a shareholder resolution dated May 22, 2024 and by the supervisory board.

STMicroelectronics N.V. (registered with the trade register under number 33194537) (LEI: 213800Z8NOHIKRI42W10) announces the repurchase (by a broker acting for the Company) on the regulated market of Euronext Paris, in the period between September 29, 2025 to October 03, 2025 (the “Period”), of 300,000 ordinary shares (equal to 0.03% of its issued share capital) at the weighted average purchase price per share of EUR 24.2820 and for an overall price of EUR 7,284,600.00.

The purpose of these transactions under article 5(2) of Regulation (EU) 596/2014 (the Market Abuse Regulation) was to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company.

The shares may be held in treasury prior to being used for such purpose and, to the extent that they are not ultimately needed for such purpose, they may be used for any other lawful purpose under article 5(2) of the Market Abuse Regulation.

Below is a summary of the repurchase transactions made in the course of the Period in relation to the ordinary shares of STMicroelectronics (ISIN: NL0000226223), in detailed form.

Transactions in Period

Dates of transaction	Number of shares purchased	Weighted average purchase price per share (EUR)	Total amount paid (EUR)	Market on which the shares were bought (MIC code)
29-Sep-25	60,000	24.1392	1,448,352.00	XPAR
30-Sep-25	60,000	23.9381	1,436,286.00	XPAR
1-Oct-25	60,000	23.9877	1,439,262.00	XPAR
2-Oct-25	60,000	24.6559	1,479,354.00	XPAR
3-Oct-25	60,000	24.6891	1,481,346.00	XPAR
Total for Period	300,000	24.2820	7,284,600.00

Following the share buybacks detailed above, the Company holds in total 19,248,318 treasury shares, which represents approximately 2.1% of the Company’s issued share capital.

In accordance with Article 5(1)(b) of the Market Abuse Regulation and Article 2(3) of Commission Delegated Regulation (EU) 2016/1052, a full breakdown of the individual trades in the Program are disclosed on the ST website (https://investors.st.com/stock-and-bond-information/share-buyback).

About STMicroelectronics

At ST, we are 50,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027. Further information can be found at www.st.com.

For further information, please contact:
INVESTOR RELATIONS:
Jérôme Ramel

EVP Corporate Development & Integrated External Communication

Tel: +41.22.929.59.20

jerome.ramel@st.com

MEDIA RELATIONS:

Alexis Breton

Corporate External Communications

Tel: +33.6.59.16.79.08

alexis.breton@st.com

 

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.

			STMicroelectronics N.V.
Date:	October 6, 2025	By:	/s/ Lorenzo Grandi
		Name:	Lorenzo Grandi
		Title:	President and Chief Financial Officer

FAQ

What did STMicroelectronics (STM) repurchase between September 29 and October 3, 2025?

The company repurchased 300,000 ordinary shares on Euronext Paris at a weighted average price of EUR 24.2820 per share, totaling EUR 7,284,600.00.

Why did STMicroelectronics buy back these shares?

The stated purpose was to meet obligations arising from share option programmes and other allocations of shares to employees and members of management or supervisory bodies.

How many treasury shares does ST hold after this period?

After these repurchases the company holds 19,248,318 treasury shares, representing approximately 2.1% of issued share capital.

Where can I find the full breakdown of individual trades under the buyback program?

A complete breakdown of individual trades is available on the company website at https://investors.st.com/stock-and-bond-information/share-buyback.

Was this repurchase part of an approved program?

Yes. The repurchase relates to the Program disclosed in a June 21, 2024 press release and approved by shareholder resolution on May 22, 2024 and by the supervisory board.