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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 10, 2025
 
 
NXP Semiconductors N.V.
(Exact name of Registrant as specified in charter)
Netherlands
001-34841
98-1144352
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS employer
identification number)
60 High Tech Campus
Eindhoven
Netherlands5656 AG
(Address of principal executive offices)
(Zip code)
+31402729999
(Registrant’s telephone number, including area code)
 
NA
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Number of each exchange on which registered
Common shares, EUR 0.20 par value
NXPI
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933


(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
                                        Emerging growth company  ☐        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act      ¨     


Item 8.01 Other Events.

On February 10, 2025, NXP Semiconductors N.V. (the "Company") announced that it has entered into a definitive agreement to acquire Kinara, Inc. in an all-cash transaction valued at $307 million.

A copy of the Company's press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NXP Semiconductors N.V.
 By: /s/ Timothy Shelhamer
 Name: Timothy Shelhamer
Title: SVP and Chief Corporate Counsel
Date: February 10, 2025







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NXP Agrees to Acquire Edge AI Pioneer Kinara to Redefine the Intelligent Edge

•Enhances NXP's leading processing portfolio with cutting edge NPUs and AI software, driving intelligent system solutions across the industrial and automotive edge markets.
•Delivers high-performance neural network processing with advanced generative AI to create transformative edge use cases.
•Establishes a scalable platform for AI-powered edge systems, combining NXP’s broad portfolio of processing, connectivity, security, and advanced analog solutions, with Kinara’s AI hardware and software.

Eindhoven, the Netherlands, February 10, 2025 – NXP Semiconductors N.V. (NASDAQ: NXPI) today announced it has entered into a definitive agreement to acquire Kinara, Inc., an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs). These devices enable a wide range of edge AI applications, including multi-modal generative AI models. The acquisition will be an all-cash transaction valued at $307 million and is expected to close in the first half of 2025, subject to customary closing conditions, including regulatory clearances.

The future of intelligent systems will require secure, cost-effective and energy efficient AI processing at the edge. As a result, the edge AI processing market is growing rapidly. Advanced AI at the edge enables critical decisions to be made locally and independently from the cloud, leading to faster responses, improved data privacy, and reduced costs.

Kinara’s innovative NPUs and comprehensive software enablement deliver energy-efficient AI performance across a range of neural networks, including conventional AI, as well as generative AI, to address the rapidly growing AI needs of industrial and automotive markets. The acquisition will enhance and strengthen NXP’s ability to provide complete and scalable AI platforms, from TinyML to generative AI, by bringing discrete NPUs and robust AI software to NXP’s portfolio of processors, connectivity, security, and advanced analog solutions.

As existing partners, Kinara and NXP make it easy to pair Kinara’s NPUs with NXP’s industry-leading portfolio of industrial and IoT processors. Together, the companies will create tighter integration of solutions to deliver scalable AI platforms for a variety of industrial and automotive AI inference needs.

“The industrial market is going through a transformation, with new innovations like generative AI helping to deliver major improvements in efficiency, sustainability, safety and predictability, and in many instances, unlock new use cases and functionality,” said Rafael Sotomayor, executive vice president and general manager, Secure Connected Edge at NXP. “Adding Kinara’s AI capabilities to our broad intelligent edge portfolio creates a scalable platform for new classes of AI-powered systems. Together, we can help our customers simplify complexity and accelerate time to market as they create transformative AI systems.”

Advancing Edge AI Innovation with Kinara Discrete NPUs
Kinara’s discrete NPUs, including the Ara-1 and Ara-2, are among the industry leaders in performance and power efficiency. This makes them the preferred solution for emerging AI applications in vision, voice, gesture, and a variety of other generative AI-powered multi-modal implementations. Both devices feature an innovative architecture that enables mapping of the






inference graphs for efficient execution on Kinara’s programmable proprietary neural processing units for maximizing edge AI performance. This programmability ensures adaptability as AI algorithms continue to evolve from CNNs to generative AI and new approaches such as agentic AI in the future.

Ara-1 is the first generation discrete NPU, capable of advanced AI inferencing at the edge. Ara-2, capable of up to 40 TOPS (Tera Operations Per Second), the second generation NPU, is optimized for achieving system-level high performance for generative AI. The Ara-1 and Ara-2 NPUs can be easily integrated with embedded systems to enhance their AI capabilities, including upgrading existing in-field systems.

Kinara also provides a complete software development kit enabling customers to optimize AI model performance and streamline the deployment. Kinara’s AI software portfolio, includes extensive model libraries and model optimization tools, which will be integrated into NXP’s eIQ AI/ML software development environment to enable customers to quickly and easily create end-to-end AI systems.

Embedded World 2025
The combined innovations of NXP and Kinara will be on display at Embedded World 2025 in Nuremberg. For more information, visit NXP.com/EmbeddedWorld or visit NXP’s Booth #4A-222.

Forward Looking Statements
This document includes forward-looking statements which include statements regarding NXP’s acquisition of Kinara, Inc. as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after NXP distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors and other cautionary statements included in NXP’s SEC filings. Copies of NXP’s SEC filings are available on NXP’s Investor Relation website, https://investors.nxp.com or from the SEC website, www.sec.gov.

###
About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP's "Brighter Together" approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $12.61 billion in 2024. Find out more at www.nxp.com.

NXP, eIQ and the NXP logo are trademarks of NXP B.V. All other product or service names are the property of their respective owners. All rights reserved. © 2025 NXP B.V
For more information, please contact:
Americas & EuropeGreater China / Asia
Phoebe Francis         Ming Yue
Tel: +1 737-274-8177Tel: +86 21 2205 2690
Email: phoebe.francis@nxp.com
Email: ming.yue@nxp.com

v3.25.0.1
Cover Document
Feb. 10, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 10, 2025
Entity Registrant Name NXP Semiconductors N.V.
Entity Incorporation, State or Country Code P7
Entity File Number 001-34841
Entity Tax Identification Number 98-1144352
Entity Address, Address Line One 60 High Tech Campus
Entity Address, City or Town Eindhoven
Entity Address, Country NL
Entity Address, Postal Zip Code 5656 AG
Country Region +31
City Area Code 40
Local Phone Number 2729999
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares, EUR 0.20 par value
Trading Symbol NXPI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001413447
Amendment Flag false
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