NXP Semiconductors NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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NOTICE OF AND AGENDA FOR 2025

ANNUAL GENERAL MEETING OF SHARE HOLDERS

April 29, 2025

Dear Shareholders:

I invite you to attend the 2025 Annual General Meeting of Shareholders (the “Annual General Meeting” or “AGM”) of NXP Semiconductors N.V. (“we,” “us,” “our” or the “Company”), which will be held on Wednesday, June 11, 2025 at 8:45 a.m. Central European Time at the Sheraton Amsterdam Airport Hotel and Conference Center, Schiphol Boulevard 101, 1118 BG, Amsterdam, The Netherlands.

At the Annual General Meeting, we will discuss, and the Company’s shareholders will vote on, the following items of business:

In addition to the above voting items we will have a discussion of the dividend and reservation policy and the implementation of the Company’s long-term strategy, including with respect to sustainable long-term value creation and the Company's corporate governance structure and compliance with the 2022 Dutch Corporate Governance Code. We will also consider any other business that properly comes before the Annual General Meeting. None of the proposals require the approval of any other proposal to become effective. We intend that this notice of the Annual General Meeting and the accompanying proxy materials will first be made available on our website on or about April 28, 2025. In accordance with Dutch corporate law and our Articles of Association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual General Meeting has been set at May 14, 2025. We will begin mailing the proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, to our shareholders on or about May 21, 2025. If you recieve a Notice of Internet Availability but would prefer to recieve printed proxy materials, please follow the instructions included in the notice.

At the Annual General Meeting we will also present the consolidated financial statements and independent auditors’ report for the fiscal year ended December 31, 2024. If any other matters properly come before the Annual General Meeting the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies.

As announced in our Form 8-K filed with the SEC on April 28, 2025, on April 23, 2025, Kurt Sievers, our President and CEO, provided notice that he would voluntarily retire as CEO and executive director on October 28, 2025. Following its

CEO succession planning process, the Board unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company effective as of October 28, 2025, the date of retirement of Mr. Sievers from his CEO and executive director role. Mr. Sotomayor previously served as the Company’s executive vice president and general manager of Secure Connected Edge and a member of the Company’s executive management team since 2020. Upon Mr. Sotomayor’s designation as CEO, Mr. Sievers will serve as a strategic advisor to the Company through December 31, 2025 to assist in the leadership transition.

YOUR VOTE IS VERY IMPORTANT. Please read this proxy statement and the accompanying proxy materials. Whether or not you plan to attend the Annual General Meeting, please submit your proxy card or voting instructions as soon as possible.

By order of the Board of Directors of NXP Semiconductors N.V.,

Jennifer B. Wuamett

Secretary

Eindhoven, The Netherlands

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 11, 2025

This proxy statement, the notice, our 2024 Annual Report on Form 10-K and the 2024 Statutory Annual Report are available on proxyvote.com and on our website at http://investors.nxp.com by clicking “Corporate Governance”, then “Annual Meeting”.

We Strongly Encourage You to Sign Up For Electronic Delivery of Proxy MaterialsShareholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com. Not only will this result in faster delivery of the documents but also allows our shareholders to join us in our efforts to support a sustainable future and mitigate our impact on the environment.

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GENERAL INFORMATION