NXP Semiconductors: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Or An Obligation Under An Offbalance Sheet Arrangement Of A Registrant, Financial Statements And Exhibits

Item 1.01 Entry into a Material Definitive AgreementFacility AgreementOn September 1, 2026, NXP B.V., a wholly owned, direct subsidiary of NXP Semiconductors N.V. (the “Company”), entered into a facility agreement (the “Facility Agreement”) with European Investment Bank (“EIB”), which provides for a $250.0 million unsecured senior loan facility. The proceeds from borrowings under the Facility Agreement are expected to be used, to fund the design and implementation of an expansion of an existing semiconductor assembly and test facility (also called back-end manufacturing) located in Kuala Lumpur, Malaysia. NXP B.V.’s obligations under the Facility Agreement, as well as a potential second facility agreement to be entered into in due course, will be fully and unconditionally guaranteed by the Company, as well as NXP Funding LLC (“NXP Funding”) and NXP USA, Inc. (“NXP USA”), each of which is a wholly owned, indirect subsidiary of the Company, pursuant to a guaranty agreement, entered into on September 2, 2026 (the “Guaranty”).Borrowings under the Facility Agreement may be U.S. Dollar or Euro-denominated and bear a fixed or floating interest rate. Fixed rate loans will bear interest at a rate (subject to a floor of zero) to be agreed between NXP B.V. and EIB and shall include a margin determined based on the Company’s credit rating (the “Margin”). Floating rate loans will bear interest at a rate (subject to a floor of zero) equal to the sum of the applicable benchmark rate (EURIBOR or USD reference rate, as applicable) and an applicable fixed spread determined by EIB and agreed by NXP B.V. (which includes the Margin). Loans under the Facility Agreement will have a maximum tenor of six years.The Facility Agreement contains affirmative and negative covenants and events of default that are generally consistent with those set forth in the Company’s Amended and Restated Revolving Credit Agreement, dated as of February 6, 2026.The description of the Facility Agreement and the Guaranty contained in this Item 1.01 is qualified in its entirety by reference to the complete text of each of the Facility Agreement and the Guaranty, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an off-Balance Sheet Arrangement of a RegistrantThe information related to the Facility Agreement and the Guaranty set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.Forward-Looking StatementsThis Current Report on Form 8-K includes forward-looking statements which include statements regarding the Company’s intended use of proceeds for borrowings under the Facility Agreement, a potential second facility agreement, 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. 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, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after filing this Current Report on Form 8-K, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors and other cautionary statements included in the Company’s Securities and Exchange Commission (“SEC”) filings. Copies of the Company’s SEC filings are available on its Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.Item 9.01Financial Statements and Exhibits.(d) Exhibits10.1*+$250.0 million Facility A Agreement, dated as of September 1, 2026, between NXP B.V. and European Investment Bank.10.2Guaranty, dated as of September 2, 2026, among NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc., as guarantors, and European Investment Bank.104Cover Page Interactive Data File (formatted as Inline XBRL).* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such schedules and exhibits, or any sections thereof, to the SEC upon request.+ Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential, in compliance with Item 601(b)(10) of Regulation S-K.SIGNATURESPursuant 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/ Timothy ShelhamerName: Timothy ShelhamerTitle: SVP and Chief Corporate CounselDate: September 2, 2026

NXP Semiconductors: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Or An Obligation Under An Offbalance Sheet Arrangement Of A Registrant, Financial Statements And Exhibits

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