STMicroelectronics N.V.

6-K 1 stm-6k_q3x2026.htm 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated November 4, 2026

Commission File Number: 1-13546

(Name of Registrant)

WTC Schiphol Airport

Schiphol Boulevard 265

1118 BH Schiphol Airport

The Netherlands

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-FT Form 40-F£

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes£ No T

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

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Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Enclosure: STMicroelectronics N.V.’s Third Quarter and Nine Months ended September 26, 2026:

•Operating and Financial Review and Prospects;

•Unaudited Interim Consolidated Statements of Income, Statements of Comprehensive Income, Balance Sheets, Statements of Equity and Statements of Cash Flows and related Notes for the three and nine months ended September 26, 2026; and

•Certifications pursuant to Sections 302 (Exhibits 12.1 and 12.2) and 906 (Exhibit 13.1) of the Sarbanes-Oxley Act of 2002, submitted to the Commission on a voluntary basis.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

The following discussion should be read in conjunction with our Unaudited Interim Consolidated Statements of Income, Statements of Comprehensive Income, Balance Sheets, Statements of Equity and Statements of Cash Flows as of September 26, 2026 and for the three and nine months ended September 26, 2026 and Notes thereto included elsewhere in this Form 6-K, and our annual report on Form 20-F as of December 31, 2025 and for the year ended December 31, 2025 as filed with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) on February 26, 2026 (the “Form 20-F”). The following discussion contains statements of future expectations and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or Section 21E of the Securities Exchange Act of 1934, each as amended, particularly in the sections “Business Overview” and “Liquidity and Capital Resources—Financial Outlook: Capital Investment”. Our actual results may differ significantly from those projected in the forward-looking statements. For a discussion of factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements in addition to the factors set forth below, see “Cautionary Note Regarding Forward-Looking Statements” and “Item 3. Key Information—Risk Factors” included in the Form 20-F. We assume no obligation to update the forward-looking statements or such risk factors.

Our Management’s Discussion and Analysis of Financial Position and Results of Operations (“MD&A”) is provided in addition to the accompanying Unaudited Interim Consolidated Financial Statements (“Consolidated Financial Statements”) and Notes to assist readers in understanding our results of operations, financial condition and cash flows. Our MD&A is organized as follows:

•Critical Accounting Policies using Significant Estimates.

•Business Overview, a discussion of our business and overall analysis of financial and other relevant highlights for the three and nine months ended September 26, 2026, designed to provide context for the other sections of the MD&A, including our expectations for selected financial items for the fourth quarter of 2026.

•Other Developments.

•Results of Operations, containing a year-over-year and sequential analysis of our financial results for the three and nine months ended September 26, 2026, as well as segment information.

•Legal Proceedings.

•Discussion on the impact of changes in exchange rates, interest rates and equity prices on our activity and financial results.

•Liquidity and Capital Resources, presenting an analysis of changes in our balance sheets and cash flows, and discussing our financial condition and potential sources of liquidity.

•Impact of Recently Issued U.S. Accounting Standards.

•Backlog and Customers, discussing the level of backlog and sales to our key customers.

•Disclosure Controls and Procedures.

•Other reviews.

•Cautionary Note Regarding Forward-Looking Statements.

At ST, we are 49,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloudconnected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027.

Critical Accounting Policies Using Significant Estimates

There were no material changes in the first nine months of 2026 to the information provided under the heading “Critical Accounting Policies Using Significant Estimates” included in our Form 20-F for the year ended December 31, 2025, as described in Note 5, Recent Accounting Pronouncements, of the Consolidated Financial Statements for the three and nine months ended September 26, 2026.

Fiscal Year

Under Article 35 of our Articles of Association, our fiscal year extends from January 1 to December 31. The first quarter of 2026 ended on March 28, the second quarter ended on June 27 and the third quarter ended on September 26. The fourth quarter will end on December 31, 2026. Based on our fiscal calendar, the distribution of our revenues and expenses by quarter may be unbalanced due to a different number of days in the various quarters of the fiscal year and can also differ from equivalent prior-years’ periods, as illustrated in the below table for the years 2026 and 2025.

Business Overview

Our results of operations for each period were as follows:

Non-U.S. GAAP measures on earnings

Operating income before impairment, restructuring charges and other related phase-out costs, and other certain items, is used by management to help enhance an understanding of ongoing operations and to communicate the impact of the excluded items, such as impairment, restructuring charges and other related phase-out costs, and Purchase Price Allocation (PPA) effects in case of business combinations. Non-U.S. GAAP gross profit is also used by management to communicate the impact of PPA effects on gross margin. Adjusted net earnings and earnings per share (EPS) are used by management to help enhance an understanding of ongoing operations and to communicate the impact of the excluded items like impairment, restructuring charges and other related phase-out costs and other certain items, such as PPA effects, net of the relevant income tax impact.

Our reportable segments are as follows:

Our third quarter 2026 net revenues amounted to $3,757 million, increasing sequentially 7.7%, 150 basis points better than the mid-point of our business outlook range, driven by higher revenues in CECP and Personal Electronics.

On a sequential basis, Analog products, MEMS and Sensors (“AM&S”) segment revenues increased 9.4%, Power and discrete products (“P&D”) segment revenues increased 2.8%, Embedded Processing (“EMP”) segment revenues increased 5.7% and RF Optical Communications (“RFOC”) segment revenues increased 13.4%.

On a year-over-year basis, third quarter net revenues increased 17.9%, with AM&S, EMP, RFOC and P&D revenues increasing by 8.8%, 24.1%, 46.2% and 11.3%, respectively.

Our effective average exchange rate for the third quarter of 2026 was $1.15 for €1.00, compared to $1.16 in the second quarter of 2026 and $1.14 in the third quarter of 2025. For a more detailed discussion of our hedging arrangements and the impact of fluctuations in exchange rates, see “Impact of Changes in Exchange Rates”.

Our third quarter of 2026 gross profit was $1,401 million and gross margin was 37.3% increasing 250 basis points sequentially from 34.8%, 30 basis points above the mid-point of our business outlook range. Gross margin increased 410 basis points year-over-year, mainly due to lower unused capacity charges and better product mix. Gross profit did not include any PPA effects from the acquisition of MEMS sensor business. Non-U.S. GAAP gross margin, excluding this item, was equal to our gross margin as reported.

On a sequential basis, non-U.S. GAAP gross margin increased by 210 basis points, mainly due to a more favorable product mix and lower unused capacity charges. On a year-over-year basis, non-U.S. GAAP gross margin increased 410 basis points, mainly due to lower unused capacity charges and better product mix.

Our aggregated selling, general & administrative (“SG&A”) and research & development (“R&D”) expenses amounted to $993 million, compared to $995 million and $897 million in the prior and year-ago quarters, respectively. Operating expenses included $7 million of PPA effects, of which $4 million recorded as SG&A expenses and $3 million recorded as R&D expenses. On a sequential basis, operating expenses remained substantially flat. On a year-over-year basis, operating expenses increased by $96 million, mainly due to salary dynamics and higher discretionary expenses including PPA effects, partially offset by savings generated by our restructuring program.

Other income and expenses, net, amounted to $14 million income, decreasing by $11 million and by $41 million on a sequential and a year-over-year basis, respectively. The sequential and the year-over-year decrease is mainly due to higher start-up costs. In 2026, we started our manufacturing activities and entered into the ramp-up phase of the new 200mm silicon carbide manufacturing in Catania, Italy and the new 200mm silicon carbide device manufacturing Sanan ST joint venture in Chongqing, China.

Starting 2025, we engaged in a company-wide program aimed to reshape our manufacturing footprint by accelerating the wafer fab capacity to 300mm silicon (Agrate, Italy and Crolles, France) and 200mm silicon carbide (Italy and Singapore) and resizing our global cost base. This program is expected to result in strengthening our capability to grow revenues with an improved operating efficiency.

Impairment, restructuring charges and other related phase-out costs, totaled $55 million in the third quarter of 2026, including $32 million of restructuring charges, of which $21 million for labor-related costs and $11 million for non-labor related costs. We also recorded $23 million of phase-out costs.

In the third quarter of 2026, our operating income increased to $367 million, equivalent to 9.8% of net revenues, compared to an operating income of $187 million (5.4% of net revenues) in the prior quarter, and an operating income of $180 million (5.6% of net revenues) in the year-ago quarter.

Operating income included $55 million impairment, restructuring charges and other related phase-out costs for the quarter, mainly reflecting charges related to the execution of the previously announced company-wide program to reshape our manufacturing footprint and resize our global cost base and $7 million PPA effects from the acquisition of MEMS sensor business. Excluding these items, non-U.S. GAAP operating income amounted to $429 million compared to $269 million and $217 million in the prior and year-ago quarters, respectively. On a sequential and a year-over-year basis, non-U.S. GAAP operating income increased by $160 million and $212 million, respectively, mainly due to increased gross margin profitability, partially offset by higher start-up costs and year-over-year operating expenses.

In the third quarter of 2026, our net cash from operating activities amounted to $1,020 million. Our net cash used in investing activities was at $462 million compared to $686 million of net cash used in investing activities during prior quarter and $815 million of net cash from investing activities in the year-ago quarter. Net Capex

(non-U.S. GAAP measure) amounted to $643 million in the third quarter of 2026, and $409 million and $401 million in the prior and year-ago quarters, respectively.

Our free cash flow, a non-U.S. GAAP measure, was positive at $351 million in the third quarter of 2026 compared to $75 million and $130 million in the prior and year-ago quarters, respectively. Refer to “Liquidity and Capital Resources” for the reconciliation of the free cash flow, a non-U.S. GAAP measure, to our consolidated Statements of Cash Flows.

Looking at the fourth quarter, we expect a revenue increase of approximately 10.5% sequentially, plus or minus 350 basis points. U.S. GAAP gross margin is expected to be approximately 39.0%, plus or minus 200 basis points.

This business outlook does not include any impact for potential further changes to global trade tariffs compared to the current situation.

This outlook is based on an assumed effective currency exchange rate of approximately $1.14 = €1.00 for the fourth quarter of 2026 and includes the impact of existing hedging contracts. The fourth quarter will close on December 31, 2026.

These are forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially; in particular, refer to those known risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” and Item 3. “Key Information — Risk Factors” in our Form 20-F as may be updated from time to time in our SEC filings.

Other Developments

On October 13, 2026 we announced that our Supervisory Board has asked Jean-Marc Chery, ST’s President and CEO, to be available for a reappointment in his current role for an additional year. Jean-Marc Chery has accepted the proposal. The Supervisory Board will therefore propose to the shareholders adoption at the Company’s 2027 Annual General Meeting of Shareholders, the reappointment for a one-year term of Jean-Marc Chery, as Chairman of the Managing Board and the Company’s President and Chief Executive Officer.

On August 24, 2026, we announced the launch of the ST-NUS HELIX Corporate Lab, a four-year strategic research initiative focused on advancing the next generation of edge AI technologies. HELIX, which stands for Hardware for Embodied Low-power Intelligent Xcceleration, will enable new generative and embodied AI use cases at the edge through system-to-silicon innovation.

On August 19, 2026 we published our IFRS 2026 Semi Annual Accounts for the six-month period ended June 27, 2026 on our website and filed them with the Netherlands Authority for the Financial Markets (Authoriteit Financiële Markten).

Results of Operations

Segment Information

We design, develop, manufacture and market a broad range of products, including discrete and standard commodity components, application-specific integrated circuits (“ASICs”), full-custom devices and semi-custom devices and application-specific standard products (“ASSPs”) for analog, digital and mixed-signal applications. In addition, we participate in the manufacturing value chain of smartcard products, which includes the production and sale of both silicon chips and smartcards.

Our reportable segments are as follows:

Net revenues of “Others” include revenues from sales assembly services and other revenues. For the computation of the segments’ internal financial measurements, we use certain internal rules of allocation for the costs not directly chargeable to the segments, including cost of sales, SG&A expenses and a part of R&D expenses. In compliance with our internal policies, certain costs are not allocated to the segments, but reported in “Others”. Those comprise unused capacity charges, including incidents leading to power outage, certain unallocated impairment, restructuring charges and other related phase-out costs, management reorganization costs, start-up costs, and other unallocated income (expenses) such as: strategic or special R&D programs, certain corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to reportable segments, operating earnings of other products, as well as the effects of purchase price allocation in case of business acquisitions.

Wafer costs are allocated to the reportable segments based on actual cost. From time to time, with respect to specific technologies, wafer costs are allocated to reportable segments based on market price.

Third Quarter 2026 vs. Second Quarter 2026 and Third Quarter 2025

The following table sets forth certain financial data from our Unaudited Interim Consolidated Statements of Income:

Net revenues

Our third quarter 2026 net revenues amounted to $3,757 million, increasing sequentially 7.7%, 150 basis points better than the mid-point of our business outlook range, driven by higher revenues in CECP and Personal Electronics. The increase is mainly due to higher volumes of approximately 9%, partially offset by lower average selling prices of approximately 1%.

On a year-over-year basis, net revenues increased 17.9%, mainly as a result of higher volumes of approximately 16% and higher average selling prices of approximately 2% thanks to product mix.

Net revenues by reportable segment

On a sequential basis, AM&S revenues increased 9.4%, driven by higher volumes of approximately 7%, and average selling prices of approximately 2% due to product mix. P&D revenues increased 2.8%, due to higher volumes of approximately 6%, partially offset by lower average selling prices of approximately 3% due to product mix. EMP revenues increased 5.7% mainly due to higher volumes of approximately 5%, and higher prices of approximately 1%. RFOC revenues increased by 13.4%, mainly driven by higher volumes.

On a year-over-year basis, AM&S revenues increased 8.8%, driven by higher volumes of approximately 13% partially offset by lower average selling prices of approximately 4% mainly due to product mix. P&D revenues increased 11.3% compared to the year-ago quarter, driven by higher volumes of approximately 9%, and higher average selling prices of approximately 2% due to product mix. EMP revenues increased 24.1%, driven by higher volumes of approximately 12% and higher average selling prices of approximately 12% thanks to product mix. RFOC revenues increased by 46.2% driven by higher volumes.

Net Revenues by Market Channel(1)

(1) OEM are the end-customers to which we provide direct marketing application engineering support, while Distribution refers to the distributors and representatives that we engage to distribute our products around the world.

By market channel, our third quarter net revenues in distribution amounted to 32% of our total consolidated net revenues, increasing from 30% and 27% in the prior and year-ago quarters respectively.

Net Revenues by Location of Shipment(1)

(1)Net revenues by location of shipment are classified by location of customer invoiced or reclassified by shipment destination in line with customer demand. For example, products ordered by U.S. based companies to be invoiced to Asia Pacific affiliates are classified as Asia Pacific revenues. Furthermore, the comparison among the different periods may be affected by shifts in shipments from one location to another, as requested by our customers.

On a sequential basis, EMEA revenues decreased by 4.4% due to lower sales mainly in Power & Discrete and Custom Processing. Americas revenues remained substantially flat, increasing by 0.3%. Asia Pacific revenues increased 13.5% due to higher revenues in RF Optical Communications, Imaging and General-Purpose & Automotive Microcontrollers.

On a year-over-year basis, EMEA revenues increased 12.1%, mainly driven by higher sales in General-Purpose & Automotive Microcontrollers, Custom Processing and Power & Discrete. Americas revenues increased 5.5%, mainly due to higher sales in Power & Discrete and General-Purpose & Automotive Microcontrollers. Asia Pacific revenues increased 22.4%, mainly due to higher sales in RF Optical Communications and General-Purpose & Automotive Microcontrollers.

Gross profit

In the third quarter of 2026, gross margin was 37.3%. Gross profit increased 410 basis points year-over-year, mainly due to lower unused capacity charges and better product mix. Gross profit did not include any PPA effects from the acquisition of MEMS sensor business. Non-U.S. GAAP gross margin, excluding this item, was equal to our gross margin as reported.

On a sequential basis, non-U.S. GAAP gross margin increased by 210 basis points, mainly due to a more favorable product mix and lower unused capacity charges. On a year-over-year basis, non-U.S. GAAP gross margin increased 410 basis points, mainly due to lower unused capacity charges and better product mix.

Operating expenses

On a sequential basis, operating expenses remained substantially flat. On a year-over-year basis, operating expenses increased by $96 million, mainly due to salary dynamics and higher discretionary expenses including PPA effects, partially offset by savings generated by our restructuring program.

As a percentage of net revenues, our operating expenses amounted to 26.4% in the third quarter of 2026, decreasing compared to 28.5% and increasing from 28.1% in the prior and year-ago quarters, respectively.

R&D expenses were net of research tax credits, which amou nted to $30 million in the third quarter of 2026, compared to $31 million and $31 million, in the prior and year-ago quarters, respectively.

Other income and expenses, net

Other income and expenses, net, amounted to $14 million income, decreasing by $11 million and by $41 million on a sequential and a year-over-year basis, respectively. The sequential and the year-over-year decrease is mainly due to higher start-up costs. In 2026, we started our manufacturing activities and entered into the ramp-up phase of the new 200mm silicon carbide manufacturing in Catania, Italy and the new 200mm silicon carbide device manufacturing Sanan ST joint venture in Chongqing, China.

Impairment, restructuring charges and other related phase-out costs

Impairment, restructuring charges and other related phase-out costs, totaled $55 million in the third quarter of 2026, including $32 million of restructuring charges, of which $21 million for labor-related costs and $11 million for non-labor related costs. We also recorded $23 million of phase-out costs. In the third quarter of 2025, restructuring charges totaled $37 million of which $23 million impairment charges following the launch in the second quarter of 2025 of the manufacturing reshaping program.

Operating income

In the third quarter of 2026, operating income increased to $367 million, compared to an income of $187 million and $180 million in the prior and year-ago quarters, respectively. Operating income included $55 million impairment, restructuring charges and other related phase-out costs for the quarter, mainly reflecting charges related to the execution of the previously announced company-wide program to reshape our manufacturing footprint and resize our global cost base and $7 million PPA effects from the acquisition of MEMS sensor business. Excluding these items, non-U.S. GAAP operating income amounted to $429 million compared to $269 million and $217 million in the prior and year-ago quarters, respectively. On a sequential and a year-over-year basis, non-U.S. GAAP operating income increased by $160 million and $212 million, respectively, mainly due to increased gross margin profitability, partially offset by higher start-up costs and year-over-year operating expenses.

Operating income by reportable segment

(1)Operating income (loss) of “Others” includes items such as unused capacity charges, incidents leading to power outage, impairment, restructuring charges and other related phase-out costs, management reorganization costs, start-up costs, and other unallocated income (expenses) such as: strategic or special research and development programs, certain corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to reportable segments (e.g. urgent freight costs, changes in fair value measurement on contingent consideration liabilities), operating earnings of other products, as well as the effects of purchase price allocation in case of business acquisitions.

For the third quarter of 2026, AM&S operating income was $219 million, an increase of $75 million on a sequential basis mainly driven by higher profitability in Analog and Imaging. P&D operating loss was $81 million, compared to an operating loss of $99 million in the prior quarter. EMP operating income increased by $54 million sequentially driven by General-Purpose & Automotive Microcontrollers. RFOC operating income increased by $38 million.

AM&S operating income decreased by $2 million year-over-year, with MEMS and Imaging increasing while Analog subgroup decreased. P&D operating result decreased by $14 million to an operating loss of $81 million.

EMP operating income increased by $119 million, with General-Purpose & Automotive Microcontrollers and Custom Processing contributing to the increase. RF Optical Communications operating income increased by $75 million.

Reconciliation to consolidated operating income

(1)Includes unallocated income and expenses such as certain corporate-level operating expenses and other income (costs) that are not allocated to the reportable segments.

Interest income

In the third quarter of 2026, we recorded interest income of $51 million, compared to an interest income of $41 million and $51 million in the prior year-ago quarters, respectively.

Interest expense

In the third quarter of 2026, we recorded interest expense of $17 million, compared to $15 million and $13 million in the prior and year-ago quarters, respectively. Interest expense is mainly composed of borrowing and banking fees.

Gain (loss) on financial instruments, net

During the third quarter of 2026, we recognized a $39 million unrealized loss on financial instruments, of which $38 million and $1 million unrealized loss on our investments in InnoScience (Suzhou) Technology Holding Co., Ltd. and Credo Technology Inc., ("Credo"), respectively, both measured at fair value through earnings.

Income tax expense

During the third quarter of 2026, we registered an income tax expense of $66 million, reflecting a 18.1% estimated annual effective tax rate before discrete items at consolidated level, applied to the third quarter of 2026 consolidated income before income tax. The estimated annual effective tax rate for the year 2026 includes the estimated impact of Pillar Two taxes of 0.5% applied for the year. The variation in the profit mix mainly explains the decrease compared to the 19.3% actual annual effective tax rate for 2025 before discrete items.

Net income attributable to parent company

For the third quarter of 2026, we reported a net income of $291 million, representing diluted earnings per share of $0.31, compared to $0.24 in the prior quarter and $0.26 in the prior-year quarter.

In the third quarter of 2026, non-U.S. GAAP net income stood at $344 million and non-U.S. GAAP diluted Earnings Per Share stood at $0.37.

Nine Months of 2026 vs. Nine Months of 2025

The following table sets forth certain financial data from our Unaudited Interim Consolidated Statements of Income:

Net revenues

Our first nine months 2026 net revenues increased 22.1% compared to the year-ago period, as a result of an approximate 17% increase in volumes and a 5% increase in average selling prices, mainly due to a more favorable product mix.

Net revenues by reportable segment

By reportable segment, AM&S revenues increased by 18.4%, due to higher volumes of approximately 13%, and higher average selling prices of approximately 5%, due to product mix. P&D revenues increased by 4.5%, due to higher volumes of approximately 12%, partially offset by lower average selling prices of approximately 7%, due to selling prices and product mix. EMP revenues increased 30.0% compared to the prior-year period, driven by higher volumes of approximately 16% and higher average selling prices of approximately 14%, due to a more favorable product mix. RFOC revenues increased 37.5% compared to the prior-year period, mainly due to higher volumes.

Net Revenues by Market Channel(1)

(1)OEM are the end-customers to which we provide direct marketing application engineering support, while Distribution refers to the distributors and representatives that we engage to distribute our products around the world.

By market channel, distribution increased to a 30% share of total revenues in the first nine months of 2026, compared to 28% in the first nine months of 2025.

Net Revenues by Location of Shipment(1)

(1)Net revenues by location of shipment are classified by location of customer invoiced or reclassified by shipment destination in line with customer demand. For example, products ordered by U.S. based companies to be invoiced to Asia Pacific affiliates are classified as Asia Pacific revenues. Furthermore, the comparison among the different periods may be affected by shifts in shipments from one location to another, as requested by our customers.

By location of shipment, EMEA revenues increased by 25.9%, mainly driven by higher sales in Custom Processing, General-Purpose & Automotive Microcontrollers and Power & Discrete. Americas revenues increased 4.1%, mainly due to higher sales in General-Purpose & Automotive Microcontrollers and Analog. Asia Pacific revenues increased 25.3%, mainly due to higher sales in General-Purpose & Automotive Microcontrollers, RF Optical Communications and Imaging.

Gross profit

(1) Non-U.S. GAAP. For reconciliation to U.S. GAAP and information explaining why we believe these measures are important, see “Business Overview” section.

Gross margin was 35.4% for the first nine months of 2026. Gross profit included $25 million PPA effects from the acquisition of MEMS sensor business. Non-U.S. GAAP gross margin, excluding this item, was 35.7% increasing by 230 basis points, mainly due to lower unused capacity charges and a more favorable product mix, partially offset by negative currency effects and sales price.

Operating expenses

Our operating expenses increased by $226 million compared to the year-ago period, mainly due to negative currency effect and cost of labor, NXP sensors business and PPA effects, partially offset by savings generated by our restructuring program.

As a percentage of net revenues, our operating expenses amounted to 28.4%, decreasing from 32.0% in the year-ago period.

Total R&D expenses were net of research tax credits, which amounted to $92 million in the first nine months of 2026 compared to $93 million in the first nine months of 2025.

Other income and expenses, net

In the first nine months of 2026, other income and expenses, net, amounted to a $85 million income, decreasing by $84 million from $169 million during the first nine months of 2025, mainly due to higher start-up and patent costs.

Impairment, restructuring charges and other related phase-out costs

Impairment, restructuring charges and other related phase-out costs, totaled $184 million in the first nine months of 2026, including $123 million of restructuring charges, of which $77 million for labor-related costs and $46 million for non-labor related costs. We also recorded $61 million of phase-out costs. In the first nine months of 2025, restructuring charges totaled $235 million of which $156 million impairment charges following the launch in the second quarter of 2025 of the manufacturing reshaping program.

Operating income

Operating income in the first nine months of 2026 increased by $575 million to $625 million, compared to a $50 million operating income in the prior-year period. Operating income in the first nine months of 2026 included $184 million impairment, restructuring charges and other related phase-out costs and $60 million PPA effects from the acquistion of MEMS sensor business. Excluding these items, non-U.S. GAAP Operating income amounted to $869 million compared to $285 million in the year-ago period, mainly due to an increase in gross margin profitability, partially offset by negative currency effects and higher operating expenses.

Operating income by reportable segment

(1)Operating income (loss) of “Others” includes items such as unused capacity charges, incidents leading to power outage, impairment, restructuring charges and other related phase-out costs, management reorganization costs, start-up costs, and other unallocated income (expenses) such as: strategic or special research and development programs, certain corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to reportable segments (e.g. urgent freight costs, changes in fair value measurement on contingent consideration liabilities), operating earnings of other products, as well as the effects of purchase price allocation in case of business acquisitions.

In the first nine months of 2026, AM&S operating income increased by $136 million to $524 million, mainly driven by higher profitability in MEMS and Imaging. P&D operating loss was $264 million, compared to an operating loss of $150 million in the year ago period. EMP operating income was $671 million, higher by $330 million mainly due to higher profitability in General-Purpose & Automotive Microcontrollers and Custom Processing. RFOC operating income amounted to $287 million, increasing by $127 million.

Reconciliation to consolidated operating income

(1)Includes unallocated income and expenses such as certain corporate-level operating expenses and other income (costs) that are not allocated to the reportable segments.

Interest income

In the first nine months of 2026, we recorded interest income of $131 million, compared to $173 million in the year-ago period. The decrease in interest income was mainly due to lower underlying net financial position.

Interest expense

In the first nine months of 2026, we recorded interest expense of $45 million, compared to $42 million in the year-ago period.

Gain (loss) on financial instruments, net

In the first nine months of 2026, we recognized a $32 million net loss on financial instruments. This loss is due to the 64 million unrealized loss on our equity stake in InnoScience measured at fair value through earnings, partially offset by the sale of the DustPhotonics investment which generated a gain of $28 million and to the $4 million unrealized gain on our equity stake in Credo measured at fair value through earnings.

Income tax expense

During the first nine months of 2026, we registered an income tax expense of$106 million, reflecting a 18.1%estimated annual effective tax rate before discrete items at consolidated level, applied to the first nine months of 2026 consolidated profit before tax. The estimated annual effective tax rate for the year 2026 includes an estimated 0.5% impact of Pillar Two taxes.

In the first nine months of 2025, we registered an income tax expense of $50 million.

Our tax rate is variable and depends on changes in the level of operating results within various local jurisdictions and on changes in the applicable taxation rates of these jurisdictions, as well as changes in estimates on our tax provisions. For 2026, it also takes into account the estimated impact of Pillar Two taxes. Our income tax amounts and rates also depend on our tax loss carry-forwards and their relevant valuation allowance, which are based on estimated projected plans and available tax planning strategies. In the case of material changes in these plans, the valuation allowance could be adjusted accordingly, with an impact on our income tax expense. In addition, our annual income tax expense includes the estimated impact of provisions related to potential tax positions which have been considered as uncertain, based on our best current understanding. However, tax exposures may require additional provisions in the future for amounts that cannot currently be assessed.

Net income attributable to parent company

For the first nine months of 2026, we reported a net income of $550 million, representing diluted earnings per share of $0.60, compared to a net income of $196 million in the prior year period, representing diluted earnings per share of $0.21.

In the first nine months of 2026, non-U.S. GAAP net income stood at $757 million and non-U.S. GAAP diluted Earnings Per Share stood at $0.82.

Legal Proceedings

For a discussion of legal proceedings, see Note 30 Contingencies, Claims and Legal Proceedings to our Consolidated Financial Statements.

Impact of Changes in Exchange Rates

Our results of operations and financial condition can be significantly affected by material changes in the exchange rates between the U.S. dollar and other currencies, particularly the Euro.

As a market practice, the reference currency for the semiconductor industry is the U.S. dollar and the market prices of semiconductor products are mainly denominated in U.S. dollars. However, revenues for some of our products are quoted in currencies other than the U.S. dollar, such as Euro-denominated sales, and consequently are directly affected by fluctuations in the value of the U.S. dollar. As a result of currency variations, the appreciation of the Euro compared to the U.S. dollar could increase our level of revenues when translated into U.S. dollars or the depreciation of the Euro compared to the U.S. dollar could decrease our level of revenues when reported in U.S. dollars. Over time, and depending on market conditions, industry prices could align to the equivalent amount in U.S. dollars except that there is a lag between the changes in currency rate and the adjustment in the price paid in local currency which is proportional to the amplitude of the currency swing, and such adjustment could be only partial and/or delayed, depending on market demand. Furthermore, certain significant costs incurred by us, such as manufacturing costs, SG&A expenses and R&D expenses, are largely incurred in the currency of the jurisdictions in which our operations are located. Given that most of our operations are located in the Eurozone and other non-U.S. dollar currency areas, our costs tend to increase when translated into U.S. dollars when the U.S. dollar weakens, or to decrease when the U.S. dollar strengthens against the Euro or other foreign currencies.

Our principal strategy to reduce the risks associated with exchange rate fluctuations is to balance as much as possible the proportion of sales to our customers denominated in U.S. dollars with the amount of materials, purchases and services from our suppliers denominated in U.S. dollars, thereby reducing the potential exchange rate impact of certain variable costs relative to revenues. Moreover, in order to further reduce the exposure to U.S. dollar exchange fluctuations, we hedge certain line items on our consolidated statements of income, in particular with respect to a portion of cost of sales, most of our R&D expenses and certain SG&A expenses, located in the Eurozone, which we designate as cash flow hedge transactions. We use two different types of hedging instruments: forward contracts and currency options (including collars).

Our Unaudited Interim Consolidated Statements of Income for the nine months ended September 26, 2026 include income and expense items translated at the average U.S. dollar exchange rate for the period, plus the impact of the hedging contracts settled during the period. Our effective average exchange rate for the third quarter of 2026 was $1.15 for €1.00, compared to $1.16 in the second quarter of 2026 and $1.14 in the third quarter of 2025. These effective exchange rates reflect the actual exchange rates combined with the effect of cash flow hedge transactions impacting earnings in the period.

The time horizon of our cash flow hedging for manufacturing costs and operating expenses may run up to 24 months, for a limited percentage of our exposure to the Euro, depending on currency market conditions. As of September 26, 2026, the outstanding hedged amounts were €1,344 million to cover manufacturing costs and €744 million to cover operating expenses, at an average exchange rate of approximately $1.18 for €1.00 (considering the collars at upper strike), maturing from September 30, 2026 to August 25, 2027. As of September 26, 2026, measured in respect to the exchange rate at period closing of about $1.14 to €1.00, these outstanding hedging contracts and certain settled contracts covering manufacturing expenses capitalized in inventory resulted in a deferred unrealized loss of approximately $22 million before tax, recorded in “Accumulated other comprehensive income (loss)” in the Consolidated Statement of Equity, compared to a deferred unrealized gain of approxim ately$80 million before tax as of December 31, 2025.

Our cash flow hedging policy is not intended to cover our full exposure and is based on hedging a declining portion of our exposure in the next four quarters. In the third quarter of 2026, as a result of our cash flow hedging, we recycled to earnings a gain of $2 million, of which approximately $1 million impacted cost of sales and $1 million impacted R&D, while in the comparable quarter of 2025, we recorded a gain of $39 million.

In addition to our cash flow hedging, in order to mitigate potential exchange rate risks on our commercial transactions, we purchase and enter into foreign exchange forward contracts and currency options to cover foreign currency exposure in payables or receivables at our affiliates, which we do not designate for hedge accounting. We may in the future purchase or sell similar types of instruments. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” in our Form 20-F. Furthermore, we may not predict on a timely basis the amount of future transactions in the volatile industry environment. No assurance may be given that our hedging activities will sufficiently protect us against fluctuations in the value of the U.S. dollar. Consequently, our results of operations have been and may continue to be impacted by fluctuations in exchange rates. The net effect of our consolidated foreign exchange exposure in payables and receivables at our affiliates resulted in a net gain of $4 million recorded in “Other income and expenses, net” in our consolidated statement of income for the third quarter of 2026, compared to a net gain of$3 million in the third quarter of 2025.

The assets and liabilities of subsidiaries whose functional currency is different from the U.S. dollar reporting currency are, for consolidation purposes, translated into U.S. dollars at the period-end exchange rate. Income and expenses, as well as cash flows, are translated at the average exchange rate for the period. The balance sheet impact, as well as the income statement and cash flow impact, of these currency translations have been, and may be, significant from period to period since a large part of our assets and liabilities and activities are accounted for in Euros as they are located in jurisdictions where the Euro is the functional currency. Adjustments resulting from the currency translation are recorded directly in equity and are reported as “Accumulated other comprehensive income (loss)” in the consolidated statements of equity. As of September 26, 2026, our outstanding indebtedness was denominated mainly in U.S. dollars and in Euros.

For a more detailed discussion, see Item 3. “Key Information — Risks Related to Our Operations” in our Form 20-F, which may be updated from time to time in our public filings.

Impact of Changes in Interest Rates

Interest rates may fluctuate upon changes in financial market conditions and material changes can affect our earnings and financial condition, since these changes can impact the total interest income received on our cash and cash equivalents, short-term deposits and marketable securities, as well as the total interest expense paid on our financial debt.

Our interest income as reported in our Unaudited Interim Consolidated Statements of Income, includes the interest income received from our cash and cash equivalents, short-term deposits and marketable securities. Our interest income is dependent upon fluctuations in interest rates, mainly in U.S. dollars and Euros, since we invest primarily on a short-term basis; any increase or decrease in the market interest rates would mean a proportional increase or decrease in our interest income.

Our interest expense as reported in our Unaudited Interim Consolidated Statements of Income, includes bank fees (including fees on committed credit lines or on the sale without recourse of receivables, if any). Consistent to the interest income, our interest expense is dependent upon fluctuations in interest rates, since our financial liabilities include European Investment Bank (“EIB”) and Cassa Depositi e Prestiti SpA (“CDP SpA”) Floating Rate Loans at Euribor plus variable spreads. See Note 25 Financial Debt to our Consolidated Financial Statements.

As of September 26, 2026, our total financial resources, including cash and cash equivalents, short-term deposits and marketable securities generated an average annual interest rate of 3.8% while the average annual interest rate on our outstanding debt was 2.0%.

Impact of Changes in Equity Prices

In December 2024, we participated to the initial public offering of InnoScience (Suzhou) which became public on the main segment of Hong Kong Stock Exchange. We acquired a 1.4% equity stake for a total amount of $51 million. As of September 26, 2026, the carrying amount of this financial asset was $63 million. As a publicly traded equity instrument, the InnoScience investment is measured at fair value through earnings.

In May 2026, Credo completed the acquisition of DustPhotonics, with the transaction settled through a combination of cash, Credo shares and contingent consideration. We held a 4.35% equity stake in DustPhotonics at the date of the sale. Upon acquisition of DustPhotonics by Credo, we received $31 million in cash, and 37,250 Credo shares valued at $4 million. As of September 26, 2026, the carrying amount of this financial asset was $8 million. As a publicly traded equity instrument, Credo shares are measured at fair value through earnings.

See Note 22 and Note 23 to our Consolidated Financial Statements.

Liquidity and Capital Resources

Treasury activities are regulated by our policies, which define procedures, objectives and controls. Our policies focus on the management of our financial risk in terms of exposure to currency rates and interest rates. Most treasury activities are centralized, with any local treasury activities subject to oversight from our head treasury office. The majority of our cash and cash equivalents are held in U.S. dollars and Euros and are placed with financial institutions rated at least as single A long-term rating from two of the major rating agencies, meaning at least A3 from Moody’s Investors Service (“Moody’s”) and A- from Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”). Marginal amounts are held in other currencies. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” in our Form 20-F, which may be updated from time to time in our public filings.

Cash flow

We maintain an adequate cash position and a low debt-to-equity ratio, to provide us with adequate financial flexibility. As in the past, our cash management policy is to finance our investment needs mainly with net cash generated from operating activities.

During the first nine months of 2026, our cash and cash equivalents decreased by $225 million. The components of the net cash variation for the first nine months of 2026 and the comparative 2025 period are set forth below:

Net cash from operating activities. Net cash from operating activities is the sum of (i) net income (loss) adjusted for non-cash items and (ii) changes in net working capital. The net cash from operating activities for the first nine months of 2026 was $2,056 million, increasing compared to $1,478 million in the prior-year period. The increase was mainly due to higher profitability.

Net cash used in investing activities. Investing activities used $3,022 million in the first nine months of 2026, increasing compared to $314 million used in the prior-year period, mainly due to lower net proceeds from marketable securities, the $895 million cash outflows for the acquisition of the MEMS sensor business and higher net investments in short-term deposits.

Net cash from (used in) financing activities. Net cash from financing activities was $749 million for the first nine months of 2026, compared to net cash used in financing activities of $1,453 million in the first nine months of 2025, and consisting mainly of $1,490 million net proceeds from the issuance of convertible bonds and $590 million proceeds from long-term debt, partially offset by $750 million paid for the settlement of the 2020 Tranche B convertible bonds, $229 million of dividends paid to stockholders, $169 million repayment of financial debt and $91 million for the repurchase of common stock.

Net Capex and Free Cash Flow (non-U.S. GAAP measures)

We present Net Capex as a non-U.S. GAAP measure, to take into consideration the effect of advances from capital grants received on prior periods allocated to property, plant and equipment in the reporting period. Net Capex is reported as part of our Free Cash Flow (non-U.S. GAAP measure).

Net Capex, a non-U.S. GAAP measure, is defined as (i) Payment for purchase of tangible assets, as reported plus (ii) Proceeds from sale of tangible assets, as reported plus (iii) Proceeds from capital grants and other contributions, as reported plus (iv) Advances from capital grants allocated to property, plant and equipment in the reporting period.

We believe Net Capex provides useful information for investors and management because annual capital expenditures budget includes the effect of capital grants. Our definition of Net Capex may differ from definitions used by other companies.

We also present Free Cash Flow, which is a non-U.S. GAAP measure, defined as (i) net cash from operating activities plus (ii) net Capex plus (iii) payment for purchase (and proceeds from sale) of intangible and financial assets and (iv) net cash paid for business acquisitions, if any.

We believe Free Cash Flow provides useful information for investors and management because it measures our capacity to generate cash from our operating and investing activities to sustain our operations.

Free Cash Flow reconciles with the total cash flow and the net cash increase (decrease) by including the payment for purchases of (and proceeds from matured) marketable securities and net investment in (and proceeds from) short-term deposits, the net cash from (used in) financing activities and the effect of changes in exchange rates while excluding the advances from capital grants received in prior periods allocated to property, plant and equipment in the reporting period. Our definition of Free Cash Flow may differ from definitions used by other companies.

Free Cash Flow is determined from our unaudited interim consolidated statements of cash flows as follows:

Free Cash Flow was negative at $297 million in the first nine months of 2026, after the cash-out of $895 million related to the acquisition of MEMS sensor business, compared to positive $8 million in the prior-year period.

Net Financial Position and Adjusted Net Financial Position (non-U.S. GAAP measures)

Our Net Financial Position represents the difference between our total liquidity and our total financial debt. Our total liquidity includes cash and cash equivalents, short-term deposits and marketable securities, and our total financial debt includes short-term debt and long-term debt, as reported in our consolidated balance sheets. Adjusted Net Financial Position represents net financial position less advances received from capital grants, to present the effect on total liquidity of advances received on capital grants for which capital expenditures have not been incurred yet. Net Financial Position and Adjusted Net Financial Position are not U.S. GAAP measures, but we believe they provide useful information for investors and management because they give evidence of our global position either in terms of net indebtedness or net cash by measuring our capital resources based on cash and cash equivalents, restricted cash, if any, short-term deposits and marketable securities and the total level of our financial debt. Our definition of Net Financial Position may differ from definitions used by other companies and therefore comparability may be limited. Our Net Financial Position and Adjusted Net Financial Position for each period have been determined from our consolidated balance sheets as follows:

Our Net Financial Position as of September 26, 2026, was $2,106 million, decreasing compared to $2,789 million and $2,610 million as of December 31, 2025 and September 27, 2025 respectively.

Cash and cash equivalents amounted to $2,612 million as of September 26, 2026.

Short-term deposits amounted to $1,400 million as of September 26, 2026 and consisted of available liquidity with maturity over three months and below one year.

Marketable securities amounted to $1,300 million and consisted of U.S. Treasury Bonds classified as available-for-sale financial assets.

Financial debt was $3,206 million as of September 26, 2026 and was composed of (i) $309 million of short-term debt and (ii) $2,897 million of long-term debt. The breakdown of our total financial debt included (i) $1,540 million in EIB loans, (ii) $116 million in CDP SpA loans, (iii) $1,490 million in our dual-tranche Senior Unsecured Convertible Bonds issued in June 2026 ("the 2026 Senior Unsecured Convertible Bonds"), (iv) $59 million in finance leases, and (vi) $1 million in loans from other funding programs.

The EIB loans are comprised of three long-term amortizing credit facilities as part of R&D funding programs. The first one, signed in August 2017, is a €500 million loan, in relation to R&D and capital expenditures in the European Union, fully drawn in Euros, of which $171 million was outstanding as of September 26, 2026. The second one, signed in 2020, is a €500 million credit facility agreement with EIB to support R&D and capital expenditure programs in Italy and France. The amount was fully drawn in Euros representing $285 million outstanding as of September 26, 2026. In 2022, we signed a third long-term amortizing credit facility with EIB of €600 million, out of which, €300 million was withdrawn in Euros and $300 million in U.S dollars, representing $514 million outstanding as of September 26, 2026. In 2026, we entered into a fourth credit facility with the EIB for €1,000 million to strengthen Europe’s semiconductor industry and support innovation. Of this amount, €500 million was drawn in Euros, representing an outstanding balance of $570 million as of September 26, 2026.

The CDP SpA loans are comprised of two long-term credit facilities. The first one, signed in 2021, is a €150 million loan, fully drawn in Euros, of which $29 million were outstanding as of September 26, 2026. The second one, signed in 2022, is a €200 million loan, fully drawn in Euros, of which $87 million were outstanding as of September 26, 2026.

On August 4, 2020, we issued a $1.5 billion offering of senior unsecured convertible bonds convertible into new or existing ordinary shares of the Company. Proceeds from the issuance of the bonds, net of $10 million transaction costs, amounted to $1,567 million. The 2020 Senior Unsecured Convertible Bonds were issued in two $750 million principal amount tranches, Tranche A with a maturity of 5 years (47.5% conversion premium, negative 1.12% yield to maturity, 0% coupon) and Tranche B with a maturity of 7 years (52.5% conversion premium, negative 0.63% yield to maturity, 0% coupon). The conversion price was $43.62 on Tranche A and is $45.10 on Tranche B. Tranche A bonds were fully repaid in 2025, after the bonds reaching the maturity date with conversion options being out-of-the-money.

On June 16, 2026, we released an early redemption notice to inform bondholders of our intention to early redeem the Tranche B bonds. Following the exercise of the call option, bondholders exercised their conversion rights on the total of $750 million convertible bonds. ST settled the bond on a net-share basis, delivering $750 million in cash and about 4.2 million shares from treasury stock. As a result, the 2020 Tranche B bonds were no longer outstanding as of September 26, 2026. As of December 31, 2025, the bonds were classified as “Long-term debt” based on their original maturity and the fact that, as of the balance sheet date, the Company’s stock price did not exceed the conversion price of the senior unsecured bonds. See Note 25 to our Consolidated Financial Statements.

On June 23, 2026, we issued a $1.5 billion principal amount of dual tranche senior unsecured convertible bonds (Tranche A and Tranche B for $750 million each tranche), with original maturity in 2031 and 2033, respectively. Tranche A bonds were issued at par as zero-coupon bonds while Tranche B bonds were issued at par and bear a 0.625% per annum nominal interest, payable semi-annually. The conversion price at issuance was $119.98 for Tranche A, equivalent to a 55.0% conversion premium, and $121.92 for Tranche B, equivalent to a 57.5% conversion premium. These conversion features correspond to an equivalent of 1,667 shares per each Tranche A bond with a $200,000 par value and an equivalent of 1,640 shares per each Tranche B bond with a $200,000 par value. The bonds are convertible by the bondholders or are callable by the issuer upon certain conditions, on a net-share settlement basis, except if the issuer elects a full-cash or full-share conversion as an alternative settlement. The outstanding balance of the bonds as of September 26, 2026, was reported at $1,490 million net of $10 million debt issuance costs and classified as long-term debt.

Our long-term debt contains standard conditions but does not impose minimum financial ratios. We had unutilized committed medium-term credit facilities with core relationship banks totaling $1,198 million as of September 26, 2026.

As of September 26, 2026, debt payments at redemption value by period were as follows:

In the above table, Tranche A and Tranche B of the newly issued 2026 Senior Unsecured Convertible Bonds are presented at their principal amounts.

Our current ratings with the two major rating agencies that report on us on a solicited basis, are as follows: S&P: “BBB+” with negative outlook; Moody’s: “Baa1” with stable outlook.

Financial Outlook: Capital Investment

Our policy is to modulate our capital spending according to the evolution of the semiconductor market. For 2026, we now plan to invest an amount of Net Capex (non-U.S. GAAP) in the high end of the $2.0 to $2.2 billion range communicated in January, reflecting accelerated investments in selected growth drivers, including Cloud Optical Interconnect.

Our Net Capex (non-U.S. GAAP) will support capacity additions for selected growth drivers and our manufacturing reshaping plan.

In particular:

•In Catania, Italy, the new high-volume fully vertically integrated 200mm silicon carbide manufacturing facility for power devices and modules, as well as test and packaging;

•in Chongqing, China, the new 200mm silicon carbide device manufacturing joint venture with Sanan Optoelectronics;

•in Crolles, France, 300mm wafer fab evolution for digital and Cloud Optical Interconnect;

•in Agrate, Italy, the ramp-up of the 300mm wafer fab to support analog mixed signal and smart power HCMOS;

•Capital investments in back-end facilities, which in 2026 will be largely focused on: (i) capacity growth on certain package families, (ii) the next generation of Panel-Level Packaging (PLP) technology through a pilot line in Tours, France, and (iii) selected investments for the modernization and expansion assembly and test operations.

The remaining part of our Net Capex (non-U.S. GAAP) covers the overall maintenance and efficiency improvements of our manufacturing operations and infrastructure, R&D activities, laboratories as well as the execution of our carbon neutrality programs.

We will continue to invest to support revenues growth and new products introduction, taking into consideration factors such as trends in the semiconductor industry, capacity utilization and our goal to become carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027. We expect to need significant financial resources in the coming years for capital expenditures and for our investments in manufacturing and R&D. We plan to fund our capital requirements with cash provided by operating activities, available funds and support from third parties, and may have recourse to borrowings under available credit lines and, to the extent necessary or attractive based on market conditions prevailing at the time, the issuance of debt, convertible bonds or additional equity securities. A substantial deterioration of our economic results, and consequently of our profitability, could generate a deterioration of the cash generated by our operating activities. Therefore, there can be no assurance that, in future periods, we will generate the same level of cash as in prior years to fund our capital expenditure plans for expanding/upgrading our production facilities, our working capital requirements, our R&D and manufacturing costs.

We believe that we have the financial resources needed to meet our currently projected business requirements for the next twelve months, including capital expenditures for our manufacturing activities, working capital requirements, approved dividend payments, share buy-backs as part of our current repurchase program and the repayment of our debt in line with maturity dates.

Contractual Obligations, Commercial Commitments and Contingencies

Our contractual obligations, commercial commitments and contingencies are mainly comprised of: long-term purchase commitments for material, equipment and software license, take-or-pay type of agreements to outsource wafers from foundries, and firm contractual commitments related to power purchase and minimum energy efficiency, as part of our actions to become carbon neutral by end of 2027 in all direct and indirect emissions on scope 1 and 2 and focusing on product transportation, business travel and employee commuting emissions for scope 3, commercial agreements with customers, long term debt obligations, pension obligations and other long-term liabilities.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 26, 2026.

Impact of Recently Issued U.S. Accounting Standards

See Note 5 Recent Accounting Pronouncements to our Consolidated Financial Statements.

Backlog and Customers

During the third quarter of 2026, our booking plus net frame orders was higher compared to the second quarter of 2026. We entered the fourth quarter of 2026 with a backlog higher than the level we had when entering in the third quarter of 2026. Backlog (including frame orders) is subject to possible cancellation, push back and lower ratio of frame orders being translated into firm orders and, thus, it is not necessarily indicative of the amount of billings or growth to be registered in subsequent periods.

There is no guarantee that any customer will continue to generate revenues for us at the same levels as in prior periods. If we were to lose one or more of our key customers, or if they were to significantly reduce their bookings, not confirm planned delivery dates on frame orders in a significant manner or fail to meet their payment obligations, our operating results and financial condition could be adversely affected.

Disclosure Controls and Procedures

Evaluation

Our management, including the CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Disclosure Controls”) as of the end of the period covered by this report. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this periodic report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of certain components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, our implementation of the controls and their effect on the information generated for use in this periodic report. In the course of the controls evaluation, we reviewed identified data errors, errors in process flow or delay in communication, control problems and sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This type of evaluation is performed at least on a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning the effectiveness of the Disclosure Controls can be reported in our periodic reports on Form 6-K and Form 20-F. The components of our Disclosure Controls are also evaluated on an ongoing basis by our Internal Audit Department, which reports directly to our Audit Committee. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this periodic report, our Disclosure Controls were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

No system of internal control over financial reporting, including one determined to be effective, may prevent or detect all misstatements. It can provide only reasonable assurance regarding financial statement preparation and presentation. Also, projections of the results of any evaluation of the effectiveness of internal control over financial reporting into future periods are subject to inherent risk that the relevant controls may become inadequate due to changes in circumstances or that the degree of compliance with the underlying policies or procedures may deteriorate.

Other Reviews

We have sent this report to our Audit Committee, which had an opportunity to raise questions with our management and independent auditors before we submitted it to the SEC.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this Form 6-K that are not historical facts, particularly in “Business Overview” and in “Liquidity and Capital Resources—Financial Outlook: Capital Investment”, are statements of future expectations and other forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended) that are based on management’s current views and assumptions, and are conditioned upon and also involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those anticipated by such statements due to, among other factors:

•changes in global trade policies, including the continuation, adoption and expansion of tariffs and trade barriers and sanctions, that are affecting and could further affect the macro-economic environment and are adversely impacting and could further adversely impact the demand for our products;

•uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which are impacting and may further impact production capacity and end-market demand for our products;

•customer demand that differs from projections, which may require us to undertake transformation measures that may not be successful in realizing the expected benefits in full or at all;

•the ability to design, manufacture and sell innovative products in a rapidly changing technological environment;

•changes in economic, social, public health, labor, political, or infrastructure conditions in the locations where we, our customers, or our suppliers operate, including as a result of macro-economic or regional events, geopolitical and military conflicts, social unrest, labor actions, or terrorist activities;

•unanticipated events or circumstances, which may impact our ability to execute our plans and/or meet the objectives of our research and development and manufacturing programs, which benefit from public funding;

•financial difficulties with any of our major distributors or significant curtailment of purchases by key customers;

•the loading, product mix, and manufacturing performance of our production facilities and/or our required volume to fulfill capacity reserved with suppliers or third-party manufacturing providers;

•availability and costs of equipment, raw materials, utilities, third-party manufacturing services and technology, or other supplies required by our operations (including increasing costs resulting from inflation);

•the functionalities and performance of our IT systems, which are subject to cybersecurity threats and which support our critical operational activities including manufacturing, finance and sales, and any breaches of our IT systems or those of our customers, suppliers, partners and providers of third-party licensed technology;

•theft, loss, or misuse of personal data about our employees, customers, or other third parties, and breaches of data privacy legislation;

•the impact of intellectual property (“IP”) claims by our competitors or other third parties, and our ability to obtain required licenses on reasonable terms and conditions;

•changes in our overall tax position as a result of changes in tax rules, new or revised legislation, the outcome of tax audits or changes in international tax treaties which may impact our results of operations as well as our ability to accurately estimate tax credits, benefits, deductions and provisions and to realize deferred tax assets;

•variations in the foreign exchange markets and, more particularly, the U.S. dollar exchange rate as compared to the Euro and the other major currencies we use for our operations;

•the outcome of ongoing litigation as well as the impact of any new litigation to which we may become a defendant;

•product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to our products, or recalls by our customers for products containing our parts;

•natural events such as severe weather, earthquakes, tsunamis, volcano eruptions or other acts of nature, the effects of climate change, health risks and epidemics or pandemics in locations where we, our customers or our suppliers operate;

•increased regulation and initiatives in our industry, including those concerning climate change and sustainability matters and our goal to become carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027;

•epidemics or pandemics, which may negatively impact the global economy in a significant manner for an extended period of time, and could also materially adversely affect our business and operating results;

•industry changes resulting from vertical and horizontal consolidation among our suppliers, competitors, and customers;

•the ability to successfully ramp up new programs that could be impacted by factors beyond our control, including the availability of critical third-party components and performance of subcontractors in line with our expectations; and

•individual customer use of certain products, which may differ from the anticipated uses of such products and result in differences in performance, including energy consumption, may lead to a failure to achieve our disclosed emission-reduction goals, adverse legal action or additional research costs.

Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of our business to differ materially and adversely from the forward-looking statements. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes”, “expects”, “may”, “are expected to”, “should”, “would be”, “seeks” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions.

Some of these risk factors are set forth and are discussed in more detail in “Item 3. Key Information - Risk Factors” included in our Annual Report on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in our Form 20-F as anticipated, believed or expected. We do not intend, and do not assume any obligation, to update any industry information or forward-looking statements set forth in this Form 6-K to reflect subsequent events or circumstances.

Unfavorable changes in the above or other factors listed under “Item 3. Key Information - Risk Factors” from time to time in our SEC filings, could have a material adverse effect on our business and/ or financial condition.

STMICROELECTRONICS N.V.

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME