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NXPINXP Semiconductors

Technology · Semiconductors · Nasdaq
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The 10-K against last year's

106 changes: 20 added, 18 removed, 67 reworded, 1 quiet changes

10-K Feb 19, 2026 vs Feb 20, 2025
Risk FactorsRedline ↓
14.7%
of the text changed · 11,736 words now
21.1%
of the text changed · 8,524 words now
Legal ProceedingsRedline ↓
18.4%
of the text changed · 1,132 words now
Accounting PoliciesRedline ↓
4.9%
of the text changed · 6,127 words now

10-K 0001413447-26-000008 (2026-02-19) vs 10-K 0001413447-25-000019 (2025-02-20)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 229 words changed in this paragraph; it is 67% similar to last year's version.
Our success and future revenue growth depends, in part, on our ability to protect our proprietary technology, our products, our proprietary designs and fabrication processes, and other intellectual property against misappropriation by others. We primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our intellectual property. We may have difficulty obtaining patents and other intellectual property rights to protect our proprietary products, technology and intellectual property, and the patents and other intellectual property rights we receive may be insufficient to provide us with meaningful protection or commercial advantage. We may not obtain patent protection or secure other intellectual property rights in all the countries in which we operate, and under the laws of such countries, patents and other intellectual property rights may be or become unavailable or limited in scope. Even if new patents are issued, the claims allowed may not be sufficiently broad to effectively protect our proprietary technology, processes and other intellectual property. In addition, any of our existing patents, and any future patents issued to us may be challenged, invalidated or circumvented. The protection offered by intellectual property rights may be inadequate or weakened for reasons or circumstances that are out of our control. Further, our proprietary technology, designs and processes and other intellectual property may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our proprietary technologies, our products, designs, processes and other intellectual property despite our efforts to protect our intellectual property. While we hold a significant number of patents, there can be no assurances that additional patents will be issued or that any rights granted under our patents will provide meaningful protection against misappropriation of our intellectual property. Our competitors may also be able to develop similar technology independently or design around our patents. We may not have or pursue patents or pending applications in all the countries in which we operate corresponding to all of our primary patents and applications. Even if patents are granted, effective enforcement in some countries may not be available. In particular, intellectual property rights are difficult to enforce in countries where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where we operate. Consequently, operating in some countries may subject us to an increased risk that unauthorized parties may attempt to copy or otherwise use our intellectual property or the intellectual property of our suppliers or other parties with whom we engage. There is no assurance that we will be able to protect our intellectual property rights or have adequate legal recourse in the event

Source: Item 1A, 10-K 0001413447-26-000008 vs Item 1A, 10-K 0001413447-25-000019

Legal Proceedings 184 words changed in this paragraph; it is 36% similar to last year's version.
The Company also estimates the aggregate range of reasonably possible losses in excess of the amount accrued based on currently available information for those cases for which such estimate can be made. The estimated Given that the known pending legal proceedings with a potentially material aggregate range requires significant judgment, given exposure of possible losses were either settled during the varying stages of the proceedings, the existence of multiple defendants (including the Company) in such claims whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the claims, and the attendant uncertainty of the various potential outcomes of such claims. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate. As at year ended December 31, 2024, 2025, or subsequent to year end prior to the date of this report, the Company believes that for all litigation pending its does not reasonably anticipate any additional potential aggregate exposure to loss in excess of the amount accrued (without reduction for any amounts that may possibly be recovered under insurance programs) could range between $0 million and $280 million. Based upon our past experience with these matters, the Company would expect to receive additional insurance reimbursement of up to $262 million on certain of these claims that would partially offset the potential aggregate exposure to possible loss in excess of the amount accrued.

Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001413447-26-000008 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001413447-25-000019

MD&A 148 words changed in this paragraph; it is 31% similar to last year's version.
We perform reviews of long-lived assets including property, plant and equipment, and intangible assets subject to amortization, whenever facts and circumstances indicate that the useful life is shorter than what we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of the long-lived assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. Impairment losses, if any, are based on the excess of the carrying amount over the fair value of those assets. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated.

Source: Item 7, 10-K 0001413447-26-000008 vs Item 7, 10-K 0001413447-25-000019

Accounting Policies 72 words changed in this paragraph; it is 54% similar to last year's version.
In November 2024, December 2025, the FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation 2025-10, Accounting for Government Grants Received by Business Entities. The amendments in ASU 2025-10 add guidance on the recognition, measurement, and presentation of Income Statement Expenses. The standard requires disaggregated disclosure of income statement expenses. It requires disaggregation of certain expense captions into specified categories government grants, leveraging the principles in disclosures within the footnotes to the financial statements. ASU-03 IAS 20. ASU 2025-10 is effective for fiscal years beginning after December 15, 2026, 2028, with early adoption permitted. We are currently evaluating the effect of this new guidance and do not expect it to have a material impact on our consolidated financial statements.

Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001413447-26-000008 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0001413447-25-000019

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of NXPI's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20. Each links to the text at sec.gov.

AddedRisk Factors
Recently announced and future tariffs and other trade restrictions could materially and adversely affect our business, financial condition and results of operations.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
In 2025, the U.S. government announced a series of tariffs, including tariffs targeting a broad range of imports and targeted tariffs on goods from specific countries and industries. In response, many countries imposed reciprocal tariffs and other trade restrictions on the United States. Although many of these tariffs, countermeasures and other trade restrictions have since been eased or paused, their initial announcements triggered considerable volatility in global markets and heightened economic uncertainty, and the global trade situation, particularly between the United States and China, continues to be highly dynamic. Further, throughout 2025 the U.S. government has initiated numerous investigations into products and industries under Section 232 of the Trade Expansion Act of 1962. For example, in April 2025, the Department of Commerce launched an investigation into the national security impacts of imported semiconductors and semiconductor manufacturing equipment. While the results of this investigation remain unknown, it is expected to result in additional tariffs and trade restrictions that may adversely impact our business. Similar investigations on other industries or products, including automotive, copper, steel, aluminum, critical minerals and aircraft, may also adversely impact the semiconductor industry and our business. These changes have, and similar changes in the future may continue to, increase the cost or reduce the availability of raw materials and supplies we need to operate, cause customers to advance, delay, reduce, or cancel orders, shift buying patterns, impact demand in our end markets, complicate demand forecasting for us and our customers, increase supply chain complexity and contribute to volatility, a broader economic slowdown or recession. Any of these impacts or changes could materially and adversely affect our business, financial condition and results of operations.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
Additionally, our acquisitions and other strategic investments may require approval by government agencies in applicable jurisdictions in which we operate. Certain agencies in the past have, and may in the future, deny the transaction or fail to approve in a timely manner, resulting in delays in closing and us not realizing the anticipated benefits of the proposed transactions.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
that we seek legal or judicial enforcement of our intellectual property rights under the laws of such countries. Any inability on our part to adequately protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations. Finally, the intellectual property ownership and license rights, including copyrights and patents, surrounding AI technologies, which we are and may in the future continue to build into our products, have not been fully addressed by U.S. or foreign courts, laws or regulations, and the use of AI in the development of our products and services could result in our loss of, or failure to obtain, intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
Effective October 28, 2025, Kurt Sievers voluntarily retired as our CEO and executive director and Rafael Sotomayor succeeded Mr. Sievers as President and CEO and temporary executive director of the Company. Any significant leadership change involves inherent risk, including potential disruptions to our operations or relationships with customers, suppliers and key employees, and can be inherently difficult to implement. If our CEO transition is not successful for any reason, it could have an adverse impact on our business.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Kurt Sievers, our former CEO, voluntarily retired as CEO and executive director of the Company, effective October 28, 2025. The Company's Board of Directors 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.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On June 17, 2025, NXP announced the closing of the acquisition of 100% of TTTech Auto for $766 million in cash ($675 million net of cash acquired). TTTech Auto is a leader in innovating unique safety-critical systems and middleware for software-defined vehicles (SDVs). The TTTech Auto acquisition complements and expands NXP’s system and software offerings in the Automotive and Industrial & IoT end markets.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On October 24, 2025, NXP closed the previously announced acquisition of 100% of Aviva Links for $222 million in cash ($202 million net of cash acquired) and $26 million through the settlement of previously held investments in Aviva Links. Aviva Links is a provider of Automotive SerDes Alliance (ASA) compliant in-vehicle connectivity solutions. The Aviva Links acquisition complements and expands NXP’s automotive networking solutions in the Automotive and Industrial & IoT end markets. On October 27, 2025, NXP closed the previously announced acquisition of 100% of Kinara, Inc. for $284 million in cash ($283 million net of cash acquired). Kinara is an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs). The Kinara acquisition complements and expands NXP’s solutions for AI-powered edge systems in the Industrial & IoT and Automotive end markets.

Read it in 10-K 2026-02-19 at sec.gov ↗

Show the other 9
AddedMD&A
See Note 3 to the consolidated financial statements for further information regarding NXP’s acquisition of TTTech Auto, Aviva Links, and Kinara, Inc.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On February 2, 2026, NXP completed the previously announced sale of our MEMS sensors business line for $900 million in cash before closing adjustments and up to an additional $50 million contingent upon the achievement of specified technical milestones.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Revenue by geographic region, which is based on the location where the sale originated, was as follows: 1) ($ in millions, unless otherwise stated) 2025 2024 Increase/(decrease) % APAC, excluding China 3,581 3,794 (213) (5.6)% Americas 3,376 3,471 (95) (2.7)% EMEA 3,276 3,428 (152) (4.4)% China 2) 2,036 1,921 115 6.0% Revenue 12,269 12,614 (345) (2.7)% 1) As of December 31, 2025, and applied retrospectively for all the periods presented, the Company revised its methodology for attributing revenue to geographic areas to reflect the location where sales originate, which represents where critical commercial decisions are made. This may differ from the customer's shipped-to location. The change in reporting basis was made to more appropriately reflect how we manage our business. For 2025, the largest impacts from the change were to the Americas region and the China region, which reflected changes of approximately 104.9% and (57.0)%, respectively. 2) China includes Mainland China and Hong Kong

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
The year-to-date change in revenue was primarily driven by a lower selling mix of products, slightly offset by higher shipment volumes. The combination of these two effects resulted in a net decrease of $345 million revenue.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
2025 2024 $ % $ % Statutory income tax rate in the Netherlands 687 25.8 800 25.8 Foreign tax effects United States Statutory tax rate difference between United States and the Netherlands (34) (1.3) (52) (1.7) R&D tax credits (47) (1.8) (59) (1.9) Foreign-derived intangible income (67) (2.5) (127) (4.1) Other 20 0.8 10 0.3 Taiwan 25 0.9 * * Other foreign jurisdictions 16 0.6 27 0.9 Effect of Cross-border Tax Laws 16 0.6 23 0.7 Tax Credits (8) (0.3) (8) (0.3) Changes in Valuation Allowances 1 — (2) (0.1) Nontaxable or Nondeductible Items Netherlands tax incentive (99) (3.7) (113) (3.6) Other 13 0.5 19 0.6 Changes in Unrecognized Tax Benefits 7 0.3 28 0.9 Other Adjustments (5) (0.2) (1) — Effective Tax Rate 525 19.7 545 17.6

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
* The amount of the individual reconciling item during the year does not meet the 5% disaggregation threshold and is included in "Other foreign jurisdictions"

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
The effective income tax rate for 2025 was 19.7% compared to 17.6% for 2024. The increase was primarily driven by a different mix of income tax expense across our operating jurisdictions, as well as lower U.S. and NL tax incentives in 2025 due to a decrease in qualifying income and R&D expenses. In addition, the One Big Beautiful Bill Act was enacted in the U.S., which reduced the amount of claimable R&D tax credits. Taiwan also had higher tax expense in 2025 due to less undistributed earnings being considered indefinitely reinvested due to changes in the supply chain. These increases were partially offset by tax benefits from settlements with tax authorities.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On May 1, 2025, we repaid the $500 million aggregate principal amount of outstanding 2.7% senior unsecured notes due 2025 at maturity using available cash.

Read it in 10-K 2026-02-19 at sec.gov ↗

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