[8-K] NXP Semiconductors N.V. Reports Material Event

Rhea-AI Filing Summary

NXP Semiconductors N.V. announced a planned legal leadership transition. EVP, General Counsel, Secretary and Chief Sustainability Officer Jennifer Wuamett notified the company she will voluntarily retire as General Counsel and Secretary effective June 30, 2026.

Michael Hoffmann, currently SVP, Chief Commercial Counsel and Deputy General Counsel, will become General Counsel at that time. Ms. Wuamett will remain Chief Sustainability Officer and a strategic advisor to the CEO through December 31, 2026, with her current salary, benefits and equity vesting continuing through that date. She will also be fully eligible for the 2026 annual incentive bonus, and the company states no other payments or compensation are due.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 4, 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

Netherlands

5656 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 4, 2026, Ms. Jennifer Wuamett, EVP, General Counsel, Secretary and Chief Sustainability Officer of NXP Semiconductors N.V. (the “Company”), provided notice that she would voluntarily retire as General Counsel and Secretary of the Company on June 30, 2026. Mr. Michael Hoffmann, currently serving as SVP, Chief Commercial Counsel and Deputy General Counsel, will be appointed as General Counsel upon Ms. Wuamett’s retirement from the General Counsel role. Ms. Wuamett will continue to serve as Chief Sustainability Officer and as a strategic advisor to the CEO through the termination of her employment on December 31, 2026. Ms. Wuamett’s current salary and benefits will continue through December 31, 2026. Her outstanding equity awards will continue vesting through December 31, 2026 under the terms of her existing award agreements, and she will be fully eligible for the 2026 annual incentive program bonus payment (to be paid in 2027), subject to the achievement of applicable performance metrics. No other payments or compensation are due by the Company to Ms. Wuamett.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

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: February 9, 2026

NXP Semiconductors N.V.

/s/ Timothy Shelhamer

Name: Timothy Shelhamer
Title: Senior Vice President and Chief Corporate Counsel

FAQ

What executive change did NXP Semiconductors (NXPI) disclose in this 8-K?

NXP Semiconductors disclosed that EVP and General Counsel Jennifer Wuamett will voluntarily retire from her General Counsel and Secretary roles on June 30, 2026. Michael Hoffmann, currently Deputy General Counsel, will be appointed General Counsel following her retirement from that role.

What is Jennifer Wuamett’s role at NXP Semiconductors (NXPI) after June 30, 2026?

After June 30, 2026, Jennifer Wuamett will no longer serve as General Counsel or Secretary. She will continue as Chief Sustainability Officer and act as a strategic advisor to the CEO until her employment ends on December 31, 2026.

Who will become General Counsel of NXP Semiconductors (NXPI)?

Michael Hoffmann, currently SVP, Chief Commercial Counsel and Deputy General Counsel, will be appointed General Counsel of NXP Semiconductors when Jennifer Wuamett retires from the General Counsel role on June 30, 2026, providing continuity in the company’s legal leadership.

How will Jennifer Wuamett’s compensation be handled during her transition at NXPI?

Jennifer Wuamett’s current salary and benefits will continue through December 31, 2026. Her outstanding equity awards will keep vesting under existing agreements, and she remains fully eligible for the 2026 annual incentive bonus, with no additional payments owed.

When does Jennifer Wuamett’s employment with NXP Semiconductors (NXPI) end?

Jennifer Wuamett’s employment with NXP Semiconductors will terminate on December 31, 2026. Until then, she will continue as Chief Sustainability Officer and strategic advisor, with ongoing salary, benefits, and equity vesting through that date.

Does NXP Semiconductors (NXPI) owe any special payments to Jennifer Wuamett?

No special payments are owed. The company states that no other payments or compensation beyond continued salary, benefits, equity vesting through December 31, 2026, and eligibility for the 2026 annual incentive bonus are due to Jennifer Wuamett.