Stmicroelectronics N V SEC Filings

STMicroelectronics N.V. is issuing US$1.5 billion of senior unsecured convertible bonds in two tranches, each US$750 million, convertible into new or existing ordinary shares. One tranche matures in 5 years (2031 Convertible Bonds) and the other in 7 years (2033 Convertible Bonds).

The company plans to use the net proceeds for general corporate purposes, including early redemption of its outstanding US$750 million Zero Coupon Convertible Bonds due 2027. Settlement of the new bonds is expected around June 23, 2026, with a planned listing on the Frankfurt Stock Exchange’s Open Market within 90 days.

STMicroelectronics N.V. plans a US$1.5 billion dual-tranche offering of senior unsecured convertible bonds into new or existing ordinary shares. The New Convertible Bonds will consist of 5-year 2031 and 7-year 2033 tranches, with conversion prices to be set over the share’s volume-weighted average price.

The company will use the net proceeds for general corporate purposes, including the early redemption of its outstanding US$750 million Zero Coupon Convertible Bonds due 2027. ST has notified holders it will redeem these 2027 bonds at principal amount on July 16, 2026, with conversion rights exercisable until July 1, 2026 at a prevailing conversion price of US$45.10 per share.

STMicroelectronics N.V. plans a US$1.5 billion dual-tranche offering of senior unsecured convertible bonds into new or existing ordinary shares. The New Convertible Bonds will consist of 5-year 2031 and 7-year 2033 tranches, with conversion prices to be set over the share’s volume-weighted average price.

The company will use the net proceeds for general corporate purposes, including the early redemption of its outstanding US$750 million Zero Coupon Convertible Bonds due 2027. ST has notified holders it will redeem these 2027 bonds at principal amount on July 16, 2026, with conversion rights exercisable until July 1, 2026 at a prevailing conversion price of US$45.10 per share.

STMicroelectronics is increasing its revenue ambition for its Data Center business as demand for AI infrastructure remains strong. The company now expects data center revenues of about $1 billion in 2026, up from guidance that was previously described as “nicely above $500 million.”

Assuming current market dynamics and existing customer engagements continue, STMicroelectronics states that data center revenues could double in 2027, compared with a prior outlook described as “well above $1 billion.” The company also reiterates extensive risk factors that could cause actual results to differ from these forward-looking expectations.

STMicroelectronics is increasing its revenue ambition for its Data Center business as demand for AI infrastructure remains strong. The company now expects data center revenues of about $1 billion in 2026, up from guidance that was previously described as “nicely above $500 million.”

Assuming current market dynamics and existing customer engagements continue, STMicroelectronics states that data center revenues could double in 2027, compared with a prior outlook described as “well above $1 billion.” The company also reiterates extensive risk factors that could cause actual results to differ from these forward-looking expectations.

STMicroelectronics N.V. reported governance changes following its Annual General Meeting of Shareholders in Amsterdam. The Supervisory Board appointed Armando Varricchio as Chairman and Nicolas Dufourcq as Vice-Chairman for a 3-year term expiring at the end of the 2029 AGM.

The company highlights its scale with 49,000 employees, over 200,000 customers, and a fully integrated semiconductor manufacturing model. It reiterates its sustainability roadmap, aiming for carbon neutrality across scopes 1 and 2 and selected scope 3 categories, and 100% renewable electricity sourcing by the end of 2027.

STMicroelectronics N.V. reported governance changes following its Annual General Meeting of Shareholders in Amsterdam. The Supervisory Board appointed Armando Varricchio as Chairman and Nicolas Dufourcq as Vice-Chairman for a 3-year term expiring at the end of the 2029 AGM.

The company highlights its scale with 49,000 employees, over 200,000 customers, and a fully integrated semiconductor manufacturing model. It reiterates its sustainability roadmap, aiming for carbon neutrality across scopes 1 and 2 and selected scope 3 categories, and 100% renewable electricity sourcing by the end of 2027.

STMicroelectronics N.V. reported that shareholders approved all resolutions at the 2026 Annual General Meeting in Amsterdam. Key items included adoption of the statutory annual accounts for the year ended December 31, 2025, prepared under IFRS, and formal discharge of the Managing and Supervisory Boards.

Shareholders also approved a cash dividend of US$ 0.36 per share, to be paid in four quarterly installments of US$ 0.09 per share in the second, third and fourth quarters of 2026 and the first quarter of 2027. The company published a detailed calendar of ex-dividend, record and payment dates for each quarter.

The 2026 AGM further reappointed Frédéric Sanchez to the Supervisory Board for a three-year term, approved stock-based compensation for the President & CEO and the President & CFO, and authorized share repurchases and the issuance of new common shares with potential limitation or exclusion of pre-emptive rights until the 2027 AGM.

STMicroelectronics N.V. reported that shareholders approved all resolutions at the 2026 Annual General Meeting in Amsterdam. Key items included adoption of the statutory annual accounts for the year ended December 31, 2025, prepared under IFRS, and formal discharge of the Managing and Supervisory Boards.

Shareholders also approved a cash dividend of US$ 0.36 per share, to be paid in four quarterly installments of US$ 0.09 per share in the second, third and fourth quarters of 2026 and the first quarter of 2027. The company published a detailed calendar of ex-dividend, record and payment dates for each quarter.

The 2026 AGM further reappointed Frédéric Sanchez to the Supervisory Board for a three-year term, approved stock-based compensation for the President & CEO and the President & CFO, and authorized share repurchases and the issuance of new common shares with potential limitation or exclusion of pre-emptive rights until the 2027 AGM.

STMicroelectronics reported Q1 2026 net revenues of $3.095 billion, down 7.0% sequentially but up 23.0% from Q1 2025 on higher volumes and improved pricing. GAAP net income was $37 million with diluted EPS of $0.04, while non‑U.S. GAAP net income reached $122 million and EPS $0.13, reflecting adjustments for $71 million in restructuring and phase‑out costs and $30 million of purchase price allocation from its newly acquired MEMS sensor business.

Non‑U.S. GAAP gross margin was 34.1%, 70 basis points higher year over year, helped by better product mix and lower unused capacity charges, despite price pressure and currency headwinds. Operating performance varied by segment, with strong year‑over‑year growth in Embedded Processing and RF Optical Communications offset by losses in Power and Discrete products.

Cash flow reflected strategic investment: net cash from operating activities was $534 million, but free cash flow was negative $723 million after an $895 million cash outlay to acquire NXP’s MEMS sensor business. Net financial position remained solid at $2.0 billion of net cash, even after higher capex and the acquisition. For Q2 2026, the company targets revenue growth of about 11.6% sequentially and U.S. GAAP gross margin around 34.8%, subject to typical industry and macroeconomic risks.

STMicroelectronics reported Q1 2026 net revenues of $3.095 billion, down 7.0% sequentially but up 23.0% from Q1 2025 on higher volumes and improved pricing. GAAP net income was $37 million with diluted EPS of $0.04, while non‑U.S. GAAP net income reached $122 million and EPS $0.13, reflecting adjustments for $71 million in restructuring and phase‑out costs and $30 million of purchase price allocation from its newly acquired MEMS sensor business.

Non‑U.S. GAAP gross margin was 34.1%, 70 basis points higher year over year, helped by better product mix and lower unused capacity charges, despite price pressure and currency headwinds. Operating performance varied by segment, with strong year‑over‑year growth in Embedded Processing and RF Optical Communications offset by losses in Power and Discrete products.

Cash flow reflected strategic investment: net cash from operating activities was $534 million, but free cash flow was negative $723 million after an $895 million cash outlay to acquire NXP’s MEMS sensor business. Net financial position remained solid at $2.0 billion of net cash, even after higher capex and the acquisition. For Q2 2026, the company targets revenue growth of about 11.6% sequentially and U.S. GAAP gross margin around 34.8%, subject to typical industry and macroeconomic risks.

STMicroelectronics N.V. reported strong year-over-year growth in its Q1 2026 results. Net revenues were $3.10 billion, up 23.0% from Q1 2025, with U.S. GAAP gross margin of 33.8% and operating income of $70 million. U.S. GAAP net income attributable to stockholders was $37 million, or $0.04 diluted EPS. On a non-U.S. GAAP basis, gross margin was 34.1%, operating income $171 million and net income $122 million, or $0.13 diluted EPS.

Segment performance was mixed: Analog, MEMS and Sensors revenues rose 23.2% and Embedded Processing 31.3%, while Power and Discrete declined 1.8%. Free cash flow was negative $723 million, mainly due to an $895 million cash-out for the acquisition of NXP’s MEMS sensor business. ST ended the quarter with a non-U.S. GAAP net financial position of $2.00 billion and inventory of $3.17 billion.

The company completed the NXP MEMS sensor acquisition and entered a multi-year, multi-billion USD collaboration with Amazon Web Services, issuing warrants for up to 24.8 million shares. For Q2 2026, at the mid-point, ST guides to $3.45 billion in net revenues, up 11.6% sequentially and 24.9% year-over-year, with U.S. GAAP gross margin of about 34.8%.

STMicroelectronics N.V. reported strong year-over-year growth in its Q1 2026 results. Net revenues were $3.10 billion, up 23.0% from Q1 2025, with U.S. GAAP gross margin of 33.8% and operating income of $70 million. U.S. GAAP net income attributable to stockholders was $37 million, or $0.04 diluted EPS. On a non-U.S. GAAP basis, gross margin was 34.1%, operating income $171 million and net income $122 million, or $0.13 diluted EPS.

Segment performance was mixed: Analog, MEMS and Sensors revenues rose 23.2% and Embedded Processing 31.3%, while Power and Discrete declined 1.8%. Free cash flow was negative $723 million, mainly due to an $895 million cash-out for the acquisition of NXP’s MEMS sensor business. ST ended the quarter with a non-U.S. GAAP net financial position of $2.00 billion and inventory of $3.17 billion.

The company completed the NXP MEMS sensor acquisition and entered a multi-year, multi-billion USD collaboration with Amazon Web Services, issuing warrants for up to 24.8 million shares. For Q2 2026, at the mid-point, ST guides to $3.45 billion in net revenues, up 11.6% sequentially and 24.9% year-over-year, with U.S. GAAP gross margin of about 34.8%.

STMicroelectronics N.V. released its 2025 Dutch statutory annual report, showing net revenues of $11.8 billion, down 11.1% from 2024 as Automotive and Industrial demand weakened. Automotive revenues fell 24% and Industrial declined 7%, while Personal Electronics and Communications-related markets grew modestly.

Profitability contracted sharply: 2025 Gross Margin dropped to 29.3% from 37.1%, and Operating Margin fell to 2.7%, with operating profit decreasing to $320 million from $1,688 million. Results were hit by $376 million of impairment, restructuring and phase-out costs linked to a program to reshape the manufacturing footprint and resize the cost base.

Full-year net profit was $299 million or $0.33 diluted EPS, versus $1,987 million or $2.19 a year earlier. Despite lower earnings, the company generated $2,573 million in net cash from operating activities, reduced Net Capex to $1,792 million, and increased net cash by $555 million, while continuing large investments in 300mm and SiC capacity and closing the up-to $950 million NXP MEMS acquisition.

STMicroelectronics N.V. released its 2025 Dutch statutory annual report, showing net revenues of $11.8 billion, down 11.1% from 2024 as Automotive and Industrial demand weakened. Automotive revenues fell 24% and Industrial declined 7%, while Personal Electronics and Communications-related markets grew modestly.

Profitability contracted sharply: 2025 Gross Margin dropped to 29.3% from 37.1%, and Operating Margin fell to 2.7%, with operating profit decreasing to $320 million from $1,688 million. Results were hit by $376 million of impairment, restructuring and phase-out costs linked to a program to reshape the manufacturing footprint and resize the cost base.

Full-year net profit was $299 million or $0.33 diluted EPS, versus $1,987 million or $2.19 a year earlier. Despite lower earnings, the company generated $2,573 million in net cash from operating activities, reduced Net Capex to $1,792 million, and increased net cash by $555 million, while continuing large investments in 300mm and SiC capacity and closing the up-to $950 million NXP MEMS acquisition.

STMicroelectronics N.V. filed a report announcing two investor webcasts in March 2026 focused on cloud artificial intelligence and intelligent sensing. The first webcast, “ST for Cloud AI,” will be hosted by Remi El-Ouazzane on March 9, 2026, at 3:30pm CET / 10:30am ET. The second, “ST Intelligent Sensing Enabling the Physical AI,” will be hosted by Marco Cassis on March 16, 2026, at the same time. Each session will include presentations followed by a Q&A, with live listen-only webcasts and replays available on ST’s investor website.

STMicroelectronics N.V. filed a report announcing two investor webcasts in March 2026 focused on cloud artificial intelligence and intelligent sensing. The first webcast, “ST for Cloud AI,” will be hosted by Remi El-Ouazzane on March 9, 2026, at 3:30pm CET / 10:30am ET. The second, “ST Intelligent Sensing Enabling the Physical AI,” will be hosted by Marco Cassis on March 16, 2026, at the same time. Each session will include presentations followed by a Q&A, with live listen-only webcasts and replays available on ST’s investor website.

STMicroelectronics N.V. filed and published its Annual Report on Form 20-F for the year ended December 31, 2025. The report, prepared under U.S. GAAP with complete audited financial statements, is available on the company’s website and will also be accessible on the SEC’s website.

Investors can request a hard copy of the 2025 Form 20-F free of charge from STMicroelectronics’ Investor Relations department. The company also highlights its focus on semiconductor technologies, a large global customer base, and ongoing initiatives toward carbon neutrality and 100% renewable electricity sourcing by the end of 2027.

STMicroelectronics N.V. filed and published its Annual Report on Form 20-F for the year ended December 31, 2025. The report, prepared under U.S. GAAP with complete audited financial statements, is available on the company’s website and will also be accessible on the SEC’s website.

Investors can request a hard copy of the 2025 Form 20-F free of charge from STMicroelectronics’ Investor Relations department. The company also highlights its focus on semiconductor technologies, a large global customer base, and ongoing initiatives toward carbon neutrality and 100% renewable electricity sourcing by the end of 2027.