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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.

RemovedRisk Factors
1 The contents of our website, our Corporate Sustainability Report, and our Sustainability Policy are referenced for general information only and are not incorporated by reference into, and do not form a part of, this Form 10-K.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
economic conditions, our business, financial condition and results of operations could be materially adversely affected, and the resulting economic decline might disproportionately affect the markets in which we participate, further exacerbating a decline in our results of operations.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. The market price for our common stock has varied between a high of $296.08 on July 17, 2024 and a low of $204.72 on December 20, 2024 in the twelve-month period ending on

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
The Dutch government has enacted new legislation in response to and based on such EU directive. It is anticipated that other countries will also introduce Pillar 2 legislation. These initiatives include recommendations and proposals that, if enacted in countries in which we and our affiliates do business, could adversely affect us and our affiliates. In addition, the U.S. may enact legislation that would allow a tax payer to deduct domestic R&D expenses in the year that they are expensed, which would adversely affect our tax rate, while beneficial for our cash position.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
On January 9, 2024, NXP acquired shares in the newly founded European Semiconductor Manufacturing Company GmbH (ESMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Dresden, Germany. ESMC is 70% owned by TSMC, with Bosch, Infineon, and NXP each owning 10%. NXP will invest approximately $550 million (€500 million) for our equity position, of which $80 million has been invested in the year ended December 31, 2024.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
On September 4, 2024, NXP acquired shares in the newly founded VisionPower Semiconductor Manufacturing Company Pte. Ltd. (VSMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Singapore. VSMC is 60% owned by Vanguard International Semiconductor Corporation and 40% owned by NXP. NXP will invest $1,600 million for our equity position, of which $140 million has been invested in the year ended December 31, 2024. NXP has committed to contribute an additional $1,200 million to support the long-term capacity infrastructure that is expected to be paid through 2026, of which $275 million has been contributed in the year ended December 31, 2024.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

Read it in 10-K 2025-02-20 at sec.gov ↗

Show the other 8
RemovedMD&A
On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
2024 2023 $ % $ % Statutory income tax in the Netherlands 800 25.8 865 25.8 Rate differential local statutory rates versus statutory rate of the Netherlands (71) (2.3) (77) (2.3) Net change in valuation allowance 3 0.1 (3) (0.1) Non-deductible expenses/losses 68 2.2 60 1.8 Netherlands tax incentives (112) (3.6) (111) (3.3) Foreign tax incentives (214) (6.9) (251) (7.5) Changes in estimates of prior years’ income taxes 12 0.4 (17) (0.5) Withholding taxes 9 0.3 13 0.4 Pillar 2 income taxes 22 0.7 — — Other differences 28 0.9 44 1.3 Effective tax rate 545 17.6 523 15.6

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
The effective tax rate reflects the impact of tax incentives, a portion of our earnings being taxed in foreign jurisdictions at rates different than the Netherlands statutory tax rate, changes in estimates of prior years' income taxes, change in valuation allowance non-deductible expenses and withholding taxes. The impact of these items results in offsetting factors that attribute to the change in the effective tax rate between the two periods, with the significant drivers outlined below:

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
•The Company benefits from certain tax incentives, which reduce the effective tax rate. The dollar amount of the incentive in any given year is commensurate with the taxable income in that same period. In 2024, the foreign tax incentives are lower compared to 2023 primarily due to less qualifying income.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
•As from 2024 a new alternative minimum tax law is applicable in The Netherlands, which is based on the OECD global anti-base erosion model rules (also known as Pillar Two). In accordance with this law, NXP N.V. recorded an additional tax expense in 2024.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
•The higher favorable changes in estimates of prior years' income taxes in 2023 is primarily as a result of new guidance released by the Internal Revenue Service to clarify the treatment of specified research and experimental expenditures under Section 174.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
•The other differences are mainly relating to excess tax benefits, unrecognized tax benefits, FX-effects and taxes due on Global Intangible Low-Taxed Income (GILTI) inclusions in the U.S. GILTI is recognized as a current period expense when incurred.

Read it in 10-K 2025-02-20 at sec.gov ↗

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