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

For the month of February, 2026

Commission File Number: 1-13546

STMicroelectronics N.V.

___________________________________________________________________________________________

(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-F Q            Form 40-F ☐

Enclosure: A press release dated February 2, 2026, announcing STMicroelectronics expands sensors capabilities with closing

of acquisition of NXP’s MEMS business.

PR n°C3384C

STMicroelectronics expands sensors capabilities

with closing of acquisition of NXP’s MEMS business

Acquisition boosts ST’s position in automotive safety and expands leadership in sensors

across automotive and industrial end markets

Geneva, February 2, 2026 – STMicroelectronics (NYSE: STM), a global semiconductor leader

serving customers across the spectrum of electronics applications, today completed the

acquisition of NXP Semiconductors’ (NASDAQ: NXPI) MEMS sensors business. Announced in

July 2025 and now fully approved by regulators, this transaction, focused on automotive safety

and non-safety products and sensors for industrial applications, expands ST’s global sensors

capabilities.

Based on our initial assessment, we expect the acquired business to contribute in the mid-forties

million dollars range to ST’s revenues in the first quarter of 2026.

About STMicroelectronics

At ST, we are 48,000 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 cloud-

connected 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. Further information can be found at www.st.com.

Forward-looking Information

Some of the statements contained in this release that are not historical facts 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 adoption and expansion of tariffs and trade

barriers, that could affect the macro-economic environment and directly or indirectly

adversely impact the demand for our products;

•uncertain macro-economic and industry trends (such as inflation and fluctuations in

supply chains), which may 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 R&D 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 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, 2024 as filed with the Securities and Exchange Commission (“SEC”) on February

27, 2025. 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 this

press release 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

release 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.

For further information, please contact:

INVESTOR RELATIONS

Jérôme Ramel

EVP Corporate Development & Integrated External Communication

Tel: +41 22 929 59 20

jerome.ramel@st.com

MEDIA RELATIONS

Alexis Breton

Group VP Corporate External Communications

Tel: +33 6 59 16 79 08

alexis.breton@st.com

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

			STMicroelectronics N.V.
Date:	February 2, 2026	By:	/s/ Lorenzo Grandi
		Name:	Lorenzo Grandi
		Title:	President and Chief Financial Officer