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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | THIS IS NORDIC
Message from the CEO
2025 was a good year for Nordic Semiconductor, as we demonstrated solid progress operationally, organizationally,
strategically, and financially. Execution of our product renewal program and the transition to new production platforms
remains on track, supporting our progress toward the long-term financial ambitions presented at the 2024 Capital
Markets Day.  
Operationally, we are delivering on our promise to renew
the core product portfolio in the short-range Bluetooth
Low Energy market, launching a wide range of products in
the next-generation nRF54 Series. We now offer seven
variants of nRF54 Series wireless SoCs (Systems-on-Chip) 
in the market, ranging from high-end, high-performance
versions for complex applications to entry-level SoCs for
more cost-constrained applications, as well as fit-for-
purpose versions tailored to end-user markets with specific
requirements. Common across the entire nRF54 Series is
the ability to deliver more value-adding features, market
leading ultra-low-power edge AI capabilities, step-change
improvements in computing performance, and power
efficiency that far surpasses our competitors.
While the bulk of our revenue and earnings is still
generated by high-volume products from our well-
established and trusted nRF52 Series, we expect the nRF54
Series to gradually take over as our main revenue engine.
All our key customers are now designing products with
nRF54 Series SoCs, fortifying already strong and long-
standing customer relationships, and we also see an
increasing number of customers in the broad market
deploying nRF54 Series in their product designs.
We are also making operational progress in the long-
range cellular business. The nRF9151 SiP module launched
in 2024 has attracted customers in more industrial verticals,
and we are also beginning to see traction in some
consumer segments. During the year we also expanded
the addressable market by adding satellite or 3GPP non-
terrestrial network (NTN) capabilities to the nRF91 Series.
While 4G/LTE technology covers around 90% of the
world’s population, it only covers around 15% of the earth’s
surface. Adding satellite coverage to our solutions opens
new market opportunities within tracking, infrastructure
monitoring and other IoT applications that require truly
global coverage. We are looking forward to introducing
the next-generation nRF92 Series in 2026, bringing higher
performance and cost advantages that will enable us to
service even larger parts of the global market.
Our Power Management (PMIC) and Wi-Fi businesses
remain ‘start-ups’ in the broader context. We are steadily
gaining ground with our growing PMIC family and see an
increasing number of our existing short- and long-range
customers also deploying our power management
solutions. Within the more competitive Wi-Fi segment we
expect that the introduction of the new nRF71 Series on the
more cost-efficient 22nm production platform later this
year will establish a commercially attractive offering. The
strategic rational remains strong for building a Wi-Fi-
position in mid-range connectivity alongside our short-
range and long-range offerings, even though sales of the
current nRF70 Series companion chip are limited.
Organizationally, the establishment of the four business
units under dedicated leadership has served us well. As I
wrote in the Annual Report last year, this creates a sharper
customer focus, accountability and a sharpened sense of
urgency to capitalize on our R&D and innovation. Over the
past two years we have reallocated significant resources
within the organization, focusing on engineering execution
and on securing timely progress on key product roadmaps.
Strategically, we have strengthened our position
considerably over the past year, both organically with the
ongoing renewal of our product portfolio, and through
acquisitions that add significant strategic value. The
acquisition of Neuton AI strengthened our position in
machine learning and AI, adding ultra-tiny ML modelling
capabilities that complement the hardware and software
technologies we acquired with Atlazo in 2023. This will
unleash ultra-efficient and easy-to-use machine learning
with Nordic’s nRF54 Series, representing a leap forward in
terms of scalable, accessible intelligence at the edge.
The larger acquisition of Memfault will help transform us
from a hardware and product-oriented company to a
complete solutions provider. Through this acquisition we
became the first semiconductor company to combine best-
in-class hardware, software and cloud services to create a
complete chip-to-cloud platform for lifecycle management
of connected products. We are making it faster, simpler,
and more secure for our customers to develop, maintain
and improve connected products through their entire
lifecycle. Our ‘nRF Cloud – powered by Memfault’ was up
and running already in September - within three months of
the acquisition – and is gaining good customer traction.
Financially, we also took significant steps in the right
direction in 2025. We saw healthy demand from our key
customers throughout the year and increasing orders from
both existing and new customers in the broad market. As a
result, revenue increased by a solid 31% to USD 668 million
in 2025, which was higher than we expected coming into
the year.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | THIS IS NORDIC
The gross margin increased to 52% in 2025, mainly
reflecting changes in product and customer mix but partly
explained by a reversal of previous write-downs. Adjusted
for the effects of the write-downs, our gross profit
increased by 35% in 2025. Operating costs increased by
13% year-on-year, reflecting a higher activity level, new
business initiatives, and M&A. Going into the year, I said
we were committed to restore profitability, and it is good
to see that we managed to improve our EBITDA-margin to
10% in 2025.
Summing up, we had a solid first year on our way to fulfil
the overarching ambitions we outlined at the Capital
Markets Day in 2024, and we are well on track to fulfil our
ambition to generate average revenue growth of more
than 20% from 2024 through to the end of the decade,
and to move towards the operating model profitability of
25% EBITDA margin for the Group.
That growth is not going to be linear and will reflect both
our own and our customers’ roadmaps and product
launches, but the way I see it, growth will be supported by
four strong drivers. Firstly, we see the wireless connectivity
megatrend continue to drive market growth as more IoT
devices are being connected. Secondly, the new features,
higher performance, lower energy consumption and higher
cost efficiencies of our next-generation products are
enabling new IoT applications and expanding our
addressable market. Thirdly, the wave of new products will
strengthen our competitive position and enable us to gain
market shares in all business areas. And lastly, cross-
selling, upselling and bundling of our broad portfolio of
connectivity standards, power management solutions and
Cloud services will enable us to increase ASP per edge
node device.
I would like to take the opportunity to thank all my
colleagues for the hard and dedicated work they are
putting in to make this happen. I would also like to thank
our customers for their trust and collaboration, our Board
of Directors for their advice and guidance, and our
shareholders for their continued support as we continue
our growth journey!
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | THIS IS NORDIC
Financial highlights
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | THIS IS NORDIC
ESG highlight
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | THIS IS NORDIC
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Report from the Board of Directors
2025 marked a defining year in Nordic's long-term strategy. Building on the organizational changes implemented in
2024, the Group completed a key strategic transition - from a traditional hardware supplier to a complete chip-to-cloud
solution partner offering world-class hardware, embedded software, and cloud services. This evolution, enabled by
investments and recent technology acquisitions, significantly expands Nordic's ability to support customers through the
entire product lifecycle at scale. Alongside this strategic shift, Nordic delivered solid operational progress, including the
continued expansion of the nRF54 Series, advancement of the modern 22nm production platforms, and strengthened
positioning in emerging satellite NTN IoT markets. Together, these achievements reinforce Nordic’s competitiveness and
support long‑term, profitable growth.
Group overview
Nordic Semiconductor (Nordic or "the Group") is a global
leader in low power wireless connectivity solutions,
providing the essential platform and wireless technologies
that connect the world’s IoT devices. Nordic delivers world-
class hardware, embedded software, development tools,
power management, cloud lifecycle services, and world-
class support. This simplifies the development of reliable,
scalable, and future-proof connected products.
Nordic was established in 1983, is headquartered in
Norway, and has about 1450 employees across the globe.
Its award-winning Bluetooth LE solutions pioneered ultra-
low power wireless, making it the global market leader.
Nordic's reputation has been built by supplying leading-
edge wireless technologies supported by development
tools that shield the designer from RF complexity, allowing
anyone with a bright idea to build innovative IoT products.
Nordic’s approach covers all leading wireless technologies
– including Bluetooth Low Energy, cellular IoT, NTN
satellite communication, DECT NR+, Wi-Fi, Matter, Thread,
and Zigbee – ensuring optimized performance, ultra-low
power consumption, advanced security across diverse
applications – and true global coverage. That’s why
world-leading brands across consumer, industrial, and
healthcare industries trust Nordic’s award-winning ultra-low
power wireless solutions in everything from wearables and
smart homes to asset tracking, industrial automation, and
more. By simplifying IoT development and enabling
seamless, chip-to-cloud solutions, Nordic empowers
businesses to create smarter, more sustainable, and
connected products transforming lives and industries.
The Group is a fabless semiconductor company, utilizing
leading subcontractors in Europe and Asia for
manufacturing, assembly, and packaging. Nordic
distributes its products to branded electronics
manufacturers through a broad network of global and
regional distribution partners.
Nordic Semiconductor ASA ("The Company") is the Group
parent, headquartered in Trondheim, Norway. As of year-
end 2025, the Group has offices in Trondheim and Oslo
(Norway); Beijing, Shanghai, Shenzhen, and Hong Kong
(China); Oulu, Espoo, Tampere, and Turku (Finland);
Düsseldorf and Berlin (Germany); Hyderabad (India); Tokyo
(Japan); Manila (the Philippines); Krakow and Wrocław
(Poland); Singapore (Singapore); Seoul (South Korea);
Stockholm and Lund (Sweden); Taipei, Taoyuan, and
Hsinchu (Taiwan); Bristol and Hatfield (UK); and Boston,
New York, San Francisco, Seattle and San Diego (USA).
The Board of Directors bears the ultimate
responsibility for the Group's governance,
social, and environmental matters.
Accordingly, the Board discloses
information in accordance with
Norwegian accounting act § 2-8 in the
statement of social responsibility, which
can be found in the Sustainability
Governance chapters. Furthermore, the
Board discloses the statement of
governance in accordance with
Norwegian accounting act § 2-9 in the
appendices of the Board of Directors'
addition, the table "Board members’
attendance" in this appendix provides an
overview of each member’s participation
in fulfilling these responsibilities.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Strategy and ambitions
From transformation to focused execution and
renewed growth
Following the structural and strategic changes
implemented in 2024, 2025 marked a shift from
transformation to focused execution and renewed growth
for Nordic. With improving market conditions, the company
delivered strong growth while progressing on key strategic
priorities, including portfolio renewal, scaling new growth
platforms, and strengthening the software and services
offering. Nordic continued to progress its next-generation
roadmap across short-range and long-range, expanded its
Wi-Fi and Power Management offerings, and strengthened
its position as a complete solutions provider. The company
also reinforced its ability to serve both key customers and
the broad market in parallel, supported by strong
developer tools, ecosystem engagement and global
customer support.
Nordic’s strategic direction remains anchored in ultra-low-
power wireless connectivity, where the company continues
to lead in Bluetooth LE and multiprotocol solutions. At the
same time, Nordic is expanding its scope beyond the core
by scaling adjacent technologies and increasing solution
breadth to address a wider set of customer needs and
applications. This strategy is intended to support sustained
growth, strengthen competitiveness, and increase value
creation through higher customer relevance and increased
content per end product.
A complete solutions provider:
from chip to cloud
A core strategic theme for Nordic is the continued
evolution from a hardware supplier to a complete solutions
provider, combining hardware, software and lifecycle
services to create stronger customer value and long-term
differentiation.
Nordic’s hardware leadership provides a secure and
energy-efficient foundation for connected devices. This is
complemented by software capabilities through
development tools and software stacks that reduce
complexity and shorten customer development time. In
addition, lifecycle services enable customers to provision,
monitor, update and manage devices in the field,
supporting products across the full lifecycle and addressing
increasing requirements for reliability, security, and
maintainability over time. By strengthening the full chip-to-
cloud value proposition, Nordic aims to simplify customer
deployment at scale and strengthen customer
engagement through a more complete offering, enabling
customers to differentiate and innovate on top of Nordic’s
platforms and accelerate time-to-market.
In 2025, Nordic strengthened this direction through
expanded cloud-enabled capabilities and developer
services. The acquisition of Memfault was a key step in
accelerating Nordic’s lifecycle management capabilities,
supporting improved device observability, monitoring and
over-the-air update workflows, and further strengthening
nRF Cloud as a platform available across Nordic’s entire
connectivity portfolio. In addition, the acquisition of
Neuton.AI core technology and team supports Nordic’s
ambition to enable ultra-low-power edge AI,
complementing Nordic’s connectivity leadership by helping
customers add intelligence locally in battery-powered
devices where energy efficiency is critical.
Screenshot 2026-03-12 at 12.48.37.png
Expanding the platform: portfolio renewal and
scaling new growth engines
Nordic’s strategy is built around both portfolio renewal in
the core business and scaling new growth platforms to
expand the company’s addressable market and increase
the value per device over time.
In Short-Range, portfolio renewal is a strategic priority to
sustain momentum and strengthen leadership. The nRF54
Series is designed to deliver major improvements in
processing capability, energy efficiency, security and
scalability. Nordic is broadening the nRF54 product family
through a structured rollout, enabling the company to
address a wider range of applications and cost points,
while maintaining strong software compatibility and
developer support. The nRF54 platform is expected to be a
key driver of growth over the coming years by
strengthening competitiveness and enabling new use
cases.
Beyond Short-Range, Nordic is scaling Long-Range, Wi-Fi
and Power Management as additional growth platforms.
In Long-Range, Nordic is expanding cellular IoT capabilities
and strengthening its position in key focus markets and
verticals where coverage, reliability and energy efficiency
are critical. In Wi-Fi, Nordic continues to build a position in
low-power Wi-Fi for IoT and strengthen developer
enablement and coexistence solutions across the
connectivity portfolio. In Power Management, Nordic is
expanding its PMIC offerings to simplify system design,
extend battery life, reduce solution size and increase
Nordic’s share of customer bill-of-materials. Combined,
these technologies support a multi-technology strategy
where customers increasingly blend connectivity options to
optimize performance, coverage and user experience.
Execution model and financial ambition
Nordic executes its strategy through focused business units
— Short-Range, Long-Range, Wi-Fi and Power
Management — reflecting different maturity levels across
different technologies. This operating model is intended to
sharpen accountability and execution while maintaining
the benefits of shared platforms, common software and
strong global customer support.
A key execution priority is balanced growth, combining
continued success with key customers while scaling the
broad market in parallel. Nordic aims to deepen long-term
1 Bluetooth SIG / Nordic Semiconductor
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
strategic customer relationships through leading
technology and strong customer support, while
accelerating broad market momentum through a
compelling product roadmap, ease-of-use, developer tools,
and ecosystem enablement that supports faster time-to-
market across a wide range of applications.
As communicated at the 2024 Capital Markets Day,
Nordic’s overall financial ambition remains to deliver
annual average revenue growth above 20% through the
decade, and to move towards an operating model of
around 25% EBITDA margin.
Empowering a skilled and diverse workforce
The employees are the Group’s greatest asset, and Nordic
remains committed to maintaining a highly skilled, diverse,
and inclusive workforce comprising a multitude of different
nationalities. Developing and launching world-class
products in the semiconductor industry requires both
experience and cutting-edge competencies. With an
average tenure of more than six years, the Group’s global
workforce of more than 1,400 people is well equipped for
the task. In 2025, Nordic also welcomed new colleagues
through the Memfault and Neuton.AI acquisitions, further
strengthening the Group’s competencies across software,
services and edge AI. 
Operational review
Demand and market development
Nordic reported revenue of USD 668 million for 2025, an
increase of 31% from the previous year. Demand improved
throughout the year as the market continued to recover,
supported by both larger key customers and an improved
contribution from smaller customers in the broad market.
Nordic continues to focus on building a balanced customer
base, combining long-term relationships with key
customers and with scalable growth through distribution in
the broad market.
The top ten customers continued to show strong and
consistent demand throughout the period, reflecting the
value of Nordic’s strategic priorities and long-term
relationships. At the same time, the broad market also
continued to regain traction during the year, supported by
portfolio renewal, improved developer tools, and strong
customer support, which remain important to increase
resilience and reduce volatility.
In 2025, Nordic maintained a strong presence in the
Bluetooth LE market, achieving an approximately 32% 1
share of new Bluetooth LE product design certifications for
the full year. This share was based on 460 certifications
featuring Nordic technology out of a total 1,446
certifications. Nordic continued to have around three to
four times as many certified designs featuring its
components as any competitor. This continued strength
supports Nordic’s position in large-volume applications and
underpins commercial momentum across both key
customers and the broad market.
Product launches and technology
advancements
Throughout 2025, Nordic continued to execute on its
product portfolio renewal and strengthen its position as a
provider of complete ultra-low-power IoT solutions,
combining leading wireless technologies with compute and
power management, software, and cloud-enabled services.
The year included important launches and technology
milestones across Short-Range, Long-Range, Wi-Fi, Power
Management, and device lifecycle management.
In Short-Range, Nordic further broadened the fourth-
generation nRF54 platform and progressed the transition
toward a next-generation product family designed to
deliver major improvements in processing capability,
energy efficiency, security, and scalability. Since the first
nRF54 launch in late 2024, Nordic has launched seven
different nRF54 products, spanning devices from high-end
performance to entry-level, cost-optimized solutions. During
2025, key additions included the nRF54LM20A, a high-
memory SoC aimed at more advanced Bluetooth® LE and
Matter designs, and the nRF54LV10A, a low-voltage
Bluetooth LE SoC targeting highly space- and power-
constrained applications such as healthcare wearables.
Nordic also continued to advance Bluetooth innovation
through support for emerging capabilities such as
Bluetooth Channel Sounding. In parallel, the company
strengthened the software offering around the platform,
including the introduction of an nRF Connect SDK “Bare
Metal” option for the nRF54L Series, intended to broaden
development choices and reduce barriers for simpler
applications.
Screenshot 2026-03-12 at 12.48.51.png
In Long-Range, Nordic continued to build the business
around nRF9151, strengthening its cellular IoT offering with
an improved cost point and a sharper focus on priority end
markets such as asset tracking, metering, and industrial
applications. At the same time, Nordic accelerated
satellite-enabled connectivity as a key technology
advancement and progressed its position in cellular IoT
and non-terrestrial networks (NTN), reinforcing momentum
in space-enabled IoT connectivity. Nordic achieved
successful direct-to-LEO satellite transmissions using its
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
nRF91 Series, while also launching NTN-ready software, a
development kit, and certifications intended to lower the
barrier for customers targeting satellite IoT at scale. Nordic
demonstrated connectivity across leading NTN satellite
operators, including Iridium, Myriota, Sateliot, Skylo and
OQ Technology, highlighting interoperability across
different space network architectures. These milestones
underline Nordic’s role as a key technology enabler in the
convergence of cellular, satellite and space-based IoT,
supporting use cases ranging from global asset tracking to
remote and mission-critical deployments.
Within Power Management, Nordic continued to expand
the PMIC portfolio to increase system-level value and
enable smaller, more energy-efficient end-products. The
company launched the nPM2100 for products using non-
rechargeable batteries, a product that won the Electronics
Excellence Awards in 2025. Nordic also added the
nPM1304 with fuel-gauging capabilities to its growing
product portfolio. These additions come on top of the
award-winning nPM1300 and support Nordic’s strategy of
delivering more complete solutions that combine
connectivity, power management, and software to help
customers reduce complexity and optimize battery lifetime
from battery to antenna.
In Wi-Fi, Nordic continued to build out its low-power Wi-Fi
offering and strengthened development options for multi-
protocol solutions. The company expanded the
development ecosystem for the nRF54L Series by
introducing the nRF7002 EBII board to add Wi-Fi 6
connectivity, supporting customers developing devices that
combine Wi-Fi with Nordic’s short-range technologies.
A key theme for Nordic during 2025 was continued
investment in software and cloud-enabled capabilities.
Following the acquisition of Memfault, Nordic launched
nRF Cloud “powered by Memfault,” adding device
observability, diagnostics and lifecycle management
capabilities that support monitoring and maintaining
deployed devices at scale, strengthening Nordic’s position
in device lifecycle management as part of the broader
“chip-to-cloud” strategy.
Nordic also progressed ultra-low-power edge AI
enablement, combining hardware acceleration and
developer tooling with pre-optimized models from the
Neuton.AI acquisition, further extending Nordic’s approach
to delivering complete solutions for intelligent, battery-
powered IoT products.
Together, these product launches and technology
advancements reflect Nordic’s continued focus on
extending leadership in ultra-low-power wireless
connectivity while expanding into adjacent layers of value
creation—power management, satellite-enabled
connectivity, developer tooling, lifecycle management, and
edge AI – supporting both broader market adoption and
higher solution value for key customers.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Board of Directors
Dieter May | Chair, shareholder elected independent director
Chair of the Board since 2025. Board member since 2024. Member of the People & Compensation Committee
Dieter May is a German business executive with more than 30 years' experience in high-tech industries, spanning mobile products, large-scale cloud-based consumer services,
semiconductor technology. He is currently a non-executive board member at Isorg and non-executive director at Nanoco Technologies, Ltd. His 30 years of leadership and board
experience in the tech sector includes roles as Chairman of the Board and CEO at OSRAM Opto Semiconductors, SVP Digital Products and Services at BMW Group, SVP Mobile Phone
Services at Nokia, and VP & GM Discrete Semiconductors at Infineon Technologies. He holds a Master of Electrical Engineering from FAU Erlangen-Nürnberg.
Board meeting attendance: 17 of 17 possible. PCC attendance: 4 out of 4 possible.
Holdings in the company: 13,547 shares
Inger Berg Ørstavik | Shareholder elected independent director
Board member since 2017. Member of the Audit Committee.
Inger Berg Ørstavik is a professor at the Department of Private Law, University of Oslo. She has previously been a partner at the law firm Schjødt AS and a lawyer at the office of the
Attorney General for Civil Affairs. Mrs. Ørstavik has a law degree from the University of Oslo, a Ll.M. from Ruprecht-Karls-Universität in Heidelberg, Germany, and a Ph.D. from the
University of Oslo in the areas of intellectual property law and competition law. She has taught international human rights law at Fudan University in Shanghai, China where she resided
from 2005 to 2009. Mrs. Ørstavik has previously served as a Non-Executive Director of REC Silicon ASA.
Board meeting attendance: 17 of 17 possible, AC attendance: 9 of 9 possible
Holdings in the company: 8,207 shares
Anita Huun | Shareholder elected independent director
Board member since 2019. Chair of the Audit Committee.
Anita Huun is an experienced business executive and currently serves as an Asset Manager at the Norwegian Ministry of Trade, Industry and Fisheries (Nærings- og
fiskeridepartementet). Previously, she was the Commercial Director and CFO for Techstep. Huun has more than 20 years of experience in finance, capital markets, and management.
Prior to joining Techstep, she served as the CFO of Cappelen Damm, a Norwegian publishing company, and CFO for Microsoft Norway. Huun's capital market experience comes from
her years as an equity analyst, covering the Norwegian IT sector, for Handelsbanken Capital Markets. Furthermore, she had board experience from Link Mobility until it was acquired by
Abry Partners. She holds an MSc from the Norwegian School of Economics (NHH), with a specialization in Finance.
Board meeting attendance: 17 of 17 possible, AC attendance: 9 of 9 possible
Holdings in the company: 15,607 shares
Annastiina Hintsa | Shareholder elected independent director
Board member since 2019. Chair of the People & Compensation Committee.
Annastiina Hintsa is the CEO of Hintsa Performance in Finland, a company focusing on enhancing the performance and leadership of client companies, best known for working with
Formula 1 teams. Ms. Hintsa also has experience at McKinsey & Co. and at the Bank of Finland.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Board meeting attendance: 17 of 17 possible, PCC attendance: 4 of 4 possible
Holdings in the company: 6,607 shares
Helmut Gassel | Shareholder elected independent director
Board member since 2024. Member of the Audit Committee
Helmut Gassel is a seasoned and experienced semiconductor executive with more than 30 years in the industry. He is currently Co-founder & Partner at Silian Partners SA. He serves as
Chairman of the Supervisory Board of Centrotherm International AG and as a member of the Board of Directors at Avnet. He held several leadership positions during his 27 year tenure
at Infineon Technologies, including Board Member, Chief Marketing Officer - Member of the Management Board, Division President. Mr. Gassel received his degree as Dr.-Ing. Electrical
Engineering at University of Duisburg-Essen and Diploma in physics from Ruhr University Bochum.
Board meeting attendance: 15 of 17 possible, AC attendance: 9 of 9 possible
Holdings in the company: 1,688 shares
Anja Dekens | Employee elected director
Board member since 2022. Member of the People & Compensation Committee
Anja Dekens joined Nordic in 2014 and is currently working as a Project Manager. Prior to this role, she worked as a Hardware Designer in IC development and led the Digital Design
Discipline team, which is responsible for the methodology used by all digital designers at Nordic. Anja studied Electrical Engineering at Karlsruhe University in Germany and NTNU in
Trondheim, and holds a PhD from the University of Twente in the Netherlands.
Board meeting attendance: 16 of 17 possible, PCC attendance: 4 of 4 possible
Holdings in the company: 1,430 shares and 1,430 RSUs
Jon Helge Nistad | Employee elected director
Board member since 2017.
Jon Helge Nistad has a Master of Science degree in Electrical Engineering from NTNU in Trondheim. Jon Helge has been employed in Nordic Semiconductor since 2006, where he has
gained experience in application development, embedded software design and project management. He is currently working as a senior engineering manager in Long Range BU
Customer Success in Nordic Semiconductor.
Board meeting attendance: 17 of 17 possible
Holdings in the company: 1,519 shares and 1,454 RSUs
Monika Lie Larsen | Employee elected director
Board member since 2024.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Monika Lie Larsen has close to 30 years of experience from various parts of the software industry, and has been with Nordic Semiconductor since 2016. As a Principal Project Manager,
she is currently leading Nordic’s Bluetooth LE protocol software development. She has previously worked for Q-Free ASA and held a position as employee elected board member there.
Monika has a Master’s degree in Computer Science and also a Master of Management, both from NTNU, Trondheim.
Board meeting attendance: 16 of 17 possible
Holdings in the company: 1,663 shares and 1,589 RSUs
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Executive Management
Vegard Wollan | Chief Executive Officer / President
CEO & President since 2024.
Mr. Wollan holds an M.S. degree from the Norwegian University of Science and Technology in Computer Science and Electrical Engineering, Trondheim. He was appointed Chief
Executive Officer of Nordic Semiconductor from January 2024. Mr. Wollan started his career with Nordic VLSI, which later became Nordic Semiconductor. As one of the inventor team
behind the AVR microcontroller technology, Wollan in 1996 joined Atmel as VP and General Manager of the Touch and MCU Business Unit. Atmel was acquired by Microchip
Technology in 2016, and Wollan went on to establish MyWo. In 2021, MyWo was merged into TouchNetix, a global innovation leader in touch technologies, where Wollan was the CEO
previous to joining Nordic Semiconductor. Vegard Wollan is based in Trondheim and Oslo, Norway.
Holdings in the company: 151,090 shares, 33,484 RSUs and 39,360 performance shares
Øyvind Birkenes | EVP BU Long-Range
Member of the Executive Management Team since 2024.
Mr. Birkenes has spent the last 10 years as CEO of Airthings. He has led the Low Power Wireless semiconductor business of Texas Instruments for many years and holds extensive
management and technology experience. He graduated from the University of Minnesota with a Master of Science in Electrical Engineering. Mr. Birkenes served as member of the
Board of Directors in Nordic Semiconductor between 2019 and 2023. Øyvind Birkenes is based in Oslo, Norway.
Holdings in the company: 10,790 shares and 10,599 RSUs and 13,399 performance shares
Ola Boström | SVP Quality
Member of the Executive Management Team since 2022.
Mr. Boström holds a M.Sc. degree from Uppsala University and a PhD from the University of Aix-Marseille III. Before joining the Quality department of Nordic in 2006, Mr. Boström
worked with wafer manufacturing and TCAD in the R&D department of STMicroelectronics. Mr. Boström has held several positions inside Nordic, including Product Engineering and
Product Qualifications, before being in charge of the installation and operation of a high-end Electrical/Physical Analysis lab in Trondheim. Ola Boström is based in Oslo, Norway.
Holdings in the company: 6,177 shares and 9,619 RSUs and 11,382 performance shares
Pål Elstad | Chief Financial Officer / EVP Finance
Member of the Executive Management Team since 2014.
Mr. Elstad has held several senior financial positions, most recently as investor relations responsible for REC Silicon ASA and Head of Finance for REC Solar in Singapore. He joined
Nordic as CFO in 2014. Mr. Elstad has extensive manufacturing and supply-chain experience from General Electric Healthcare. He holds a Bachelor of Economics degree from the
Norwegian Business School (BI) and is a State Authorized Public Accountant (CPA). Pål Elstad is based in Oslo, Norway.
Holdings in the company: 44,138 shares, 14,760 RSUs and 17,464 performance shares
Joakim Ferm | SVP BU Wi-Fi
Member of the Executive Management Team since 2024.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Member of the Executive Management Team since 2024. Mr. Ferm holds an M.Sc. degree in Electrical Engineering from Chalmers Institute of Technology. He joined Nordic in 2008 and
has held several positions within R&D, including digital designer, project manager, and program manager for various products in the Nordic portfolio. Mr. Ferm's current position at
Nordic is SVP BU Wi-Fi, and he served as Interim SVP R&D before assuming his current role. Before joining Nordic, he worked for Nokia in Copenhagen, Denmark. Joakim Ferm is based
in Oslo, Norway.
Holdings in the company: 2,824 shares and 7,673 RSUs and 8,436 performance shares
Kjetil Holstad | EVP Corporate Strategy and BU PMIC
Member of the Executive Management Team since 2019.
Member of the Executive Management Team since 2019, Mr. Holstad took on the corporate strategy role in July 2023. He holds a B.Sc degree in Electronics from Sør-Trøndelag
University College (HiST). After working 15 years in various technical and marketing positions related to MCUs and wireless technologies at Atmel Corporation and Texas Instruments, he
joined Nordic in 2015 as a Product Manager for the short-range wireless business, before taking over all Product Management in 2019. Kjetil Holstad is currently EVP Strategy and also
heads BU PMIC. He is based in Oslo, Norway.
Holdings in the company: 19,859 shares and 14,145 RSUs and 16,738 performance shares
Sonja Kusmin | SVP People & Culture
Member of the Executive Management Team since 2024.
Ms. Kusmin holds a Master’s degree in Business and Administration from the University of Jyväskylä. She has held leadership roles in human resources, financial planning, and
administration at Nordic Semiconductor, Analog Devices, and National Semiconductor. Since joining Nordic in 2014, she has worked on HR strategy and organizational development
and is currently holding position as SVP People and Culture. Ms. Kusmin is based in Oulu, Finland.
Holdings in the company: 2,801 shares and 5,275 RSUs and 6,109 performance shares
Geir Langeland | EVP Sales and Marketing
Member of the Executive Management Team since 2005.
Mr. Langeland has a Bachelor of Engineering (Honours) degree in Electronics from University of Manchester Institute of Science and Technology (UMIST). He started as a Product
Manager Standard Components in Nordic Semiconductor in 1999, before being appointed as a member of the Executive Management Team in 2005. Before joining Nordic, Mr.
Langeland worked as Field Sales/Applications Engineer in Memec Norway, a leading global electronic components distribution company. Geir Langeland is based in Oslo, Norway.
Holdings in the company: 224,411 shares and 15,620 RSUs and 18,482 performance shares
Ole-Fredrik Morken | EVP Supply Chain
Member of the Executive Management Team since 2010.
Mr. Morken joined the company as an Analog IC designer in 1994 and has since held numerous positions related to Project- and Supply Chain Management, including a brief
employment for SensoNor ASA in 1999. Mr. Morken holds a Master's degree in Electronics Engineering from Norwegian University of Science and Technology (NTNU). Ole-Fredrik
Morken is based in Oslo, Norway.
Holdings in the company: 207,721 shares and 13,252 RSUs and 15,845 performance shares
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Øyvind Strøm | EVP BU Short-Range
Member of the Executive Management Team since 2024.
Mr. Strøm holds a Master of Science degree from Delft University of Technology and a PhD in Computer Architecture from the Norwegian University of Science and Technology. He
comes with more than 25 years of experience from the semiconductor industry where he has held various global product- and business leadership roles. In 2000 Mr. Strøm joined Atmel
where he headed the global microcontroller business, and has held similar positions with Microchip Technology after their acquisition by Atmel in 2016. He joined Nordic from the
position as CEO of the Schibsted owned company Sentinel Software. Øyvind Strøm is based in Trondheim and Oslo, Norway.
Holdings in the company: 10,000 shares and 10,599 RSUs and 13,399 performance shares
Ståle "Steel" Ytterdal | SVP IR
Member of the Executive Management Team since 2019.
Mr. Ytterdal holds a Bachelor of Electronics Engineering and Business Administration from NKI College of Engineering in Oslo, Norway. He worked several years in Ericsson Standard
Component before starting in Nordic as Regional Sales Manager for Asia and the Pacific in 2001. Between 2004 and 2019, Mr. Ytterdal was stationed in Hong Kong as Director of Sales
& Marketing in APAC, establishing Nordic’s presence in the region. He also held a position as Director of the Board of the Norwegian Chamber of Commerce in Hong Kong from
2005-2008. Mr. Ytterdal moved back to Oslo, Norway in 2019, where he now has his base.
Holdings in the company: 143,708 shares and 8,766 RSUs and 10,092 performance shares
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Financial
Nordic re ported revenue of USD 668 million for 2025 representing a 31% increase compared to 2024. This reflects that
Nordic has retained a strong competitive position in a recovering Short-range market, built a gradually stronger position
in both cellular and satellite within Long-range, and added Cloud services revenue with the strategic acquisition of
Memfault. Short-range revenue increased by 28% to USD 625 million, while Long-range revenue doubled to USD 34
million. The 2025 adjusted gross margin was 51% and adjusted EBITDA margin was 10%.
Review of the annual accounts
Nordic prepares consolidated annual accounts in
accordance with IFRS (International Financial Reporting
Standards) as approved by the EU, relevant
interpretations, and the Norwegian Accounting Act. A
summary of internal controls related to the accounting
process can be found in the Corporate Governance
section of this Annual Report.
The Group has identified gross margin, adjusted gross
profit, adjusted gross margin, EBITDA, EBITDA margin,
adjusted EBITDA, adjusted EBITDA margin, total operating
expenses and cash operating expenses as Alternative
Performance Measures in addition to the financial
information, as prepared in accordance with IFRS as
adopted by the EU. Please see the separate chapter on
Alternative Performance Measures for further details.
Income statement
The Group classifies its revenues by technology and end-
user markets.
Nordic reports on the revenue contribution from Short-
range wireless components (Short-range), Long-range
wireless components (Long-range), and Other. Short-range
includes multiprotocol products including Bluetooth Low
Energy, Thread, Zigbee, and Matter as well as proprietary
products, whereas Long-range includes cellular products,
proprietary products and Cloud services, including the
recently acquired Memfault business. The Other category
includes the early-stage businesses in PMIC and Wi-Fi as
well as ASIC components and development tools.
Revenue by technology
USDm
2025
2024
Change
Short-range
625.4
487.3
28.3%
Long-range
33.6
17.0
98.2%
Other
8.7
7.1
21.4%
Total
667.6
511.4
30.5%
Total revenue increased by 30.5% to USD 667.6 million in
2025, up from USD 511.4 million in 2024. This increase
reflects that Nordic has retained a strong competitive
position in a recovering Short-range market and built a
gradually stronger position in cellular within Long-range.
Revenue from Short-range increased by 28.3% to USD
625.4 million in 2025. Short-range accounted for 94% of
total revenue in 2025. The revenue level demonstrates the
persisting competitive strength of Nordic's product portfolio
in the nRF52 and nRF53 Series products. Revenue
contribution from the new and groundbreaking nRF54
Series products was limited in 2025 and will start to
contribute meaningfully to revenue from 2026 onwards.
Revenue from Long-range doubled to USD 33.6 million in
2025. The increase reflects higher demand on the back of
the nRF9151 launch late 2024 with sales to a broader set of
industrial verticals. The growth also reflects increasing
Cloud services revenue after the acquisition of Memfault,
which has performed in line with the expectations outlined
in connection with the acquisition.
Other revenue increased by 21.4% to USD 8.7 million in
2025. This includes the early-stage businesses in PMIC and
Wi-Fi, where commercial progress continues to depend on
expansion of the product portfolios and broader customer
adoption.
Short-range and cellular components by
end-product markets
USDm
2025
2024
Change
Consumer
400.3
349.6
14.5%
Industrial & healthcare
244.5
146.8
66.5%
Other
20.5
12.5
64.2%
Total
665.3
508.9
30.7%
The Group reports on the three end-user markets
Consumer, Industrial and Healthcare, and Other.
Consumer revenue increased by 14.5% in 2025. The growth
was relatively modest, following last year’s especially
strong demand in PC accessories and gaming/VR.
Industrial & healthcare revenue increased by 66.5% in 2025
to USD 244.5 million. The increase partly reflects the strong
growth in Long-Range including services, which mainly is
Industrial customers. The Group continues to view
healthcare as a market with potentially disruptive growth
possibilities and one of the key growth drivers for
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
combined short-and long-range products and solutions.
However, revenues are still dependent on a relatively small
number of customers and are hence prone to wide
variations.
Other revenue increased by 64.2% in 2025 to
USD 20.5 million.
Gross profit
USDm
2025
2024
Change
Gross profit
346.0
242.0
43.0%
Gross margin
51.8%
47.3%
4.5 p.p.
Adjusted gross profit
341.1
252.0
35.4%
Adjusted gross margin
51.1%
49.3%
1.8 p.p.
Gross profit amounted to USD 346.0 million, an increase of
43.0% from the previous year. Hence, gross margin
increased to 51.8% in 2025 from 47.3% in 2024. Reported
gross margin included a partial reversal of a write-down of
long-range components made in 2024.
Adjusted gross margin was 51.1%, reflecting an
improvement of 1.8 percentage from 2024. Adjusted gross
margin excludes the impact of the inventory write-down
recognized in 2024 and the corresponding partial reversal
in 2025. This improvement from 2024 was primarily driven
by changes in customer and product mix, higher sales in
the broad market, and positive contribution from Cloud
services revenue after the Memfault acquisition.
Operating expenses
USDm
2025
2024
Change
Payroll expenses
194.0
170.3
13.9%
Other OPEX
85.8
76.9
11.6%
OPEX excl. D&A
279.8
247.2
13.2%
Depr., amort & impairments
43.1
40.6
6.1%
Total
322.8
287.8
12.2%
Operating expenses excluding depreciation and
amortization amounted to USD 279.8 million in 2025. This
was an increase of 13.2% from USD 247.2 million in 2024.
The increase in expenses is due to a combination of
increase in variable compensation, salary adjustments,
acquisition of Memfault and Neuton.AI and a weaker USD,
offset by restructuring costs in the prior year.
Measured by function, R&D accounted for USD 174.7
million of operating expenses in 2025, compared to USD
161.2 million excluding restructuring costs in 2024. R&D
intensity, measured as a percentage of revenue, decreased
from 32% in 2024 to 26% in 2025. This is primarily due to
revenue growth. Nordic has a strong commitment to
innovation, and will continue to target a long term R&D
investment level of 15%-20% of revenue in existing and new
markets.
SG&A increased to USD 99.8 million from USD 82.8 million
excluding restructuring costs in 2024. As a percentage of
revenue, SG&A decreased from 16% in 2024 to 15% in 2025
due to both revenue fluctuations and cost development.
Total cash operating expenses amounted to USD 278.8
million in 2025, when adjusting for non-cash items,
capitalized development expenses, equity-based
compensation, and depreciation, amortization and
impairments. This was an increase from USD 254.9 million
in 2024.
Nordic capitalized USD 15.6 million development expenses
in 2025, down from USD 19.3 million in 2024. The reduced
capitalization of development costs in 2025 reflects lower
allocation of resources to projects in development phases
where capitalization is applicable. Equity-based
compensation was USD 16.6 million in 2025, compared to
USD 11.7 million in 2024. See the section on Alternative
Performance Measures for more details.
EBITDA and operating profit
USDm
2025
2024
Change
EBITDA
66.3
-5.2
NA
EBITDA margin
9.9%
-1.0%
10.9 p.p.
Adjusted EBITDA
66.5
8.0
735.2%
Adjusted EBITDA margin
10.0%
1.6%
8.4 p.p.
Operating profit (EBIT)
23.2
-45.8
NA
EBIT margin
3.5%
-9.0%
12.4 p.p.
Earnings before interest, tax, depreciation, and
amortization (EBITDA) amounted to USD 66.3 million, an
increase from negative USD 5.2 million in 2024. The
corresponding EBITDA margin increased 10.9 percentage
points to 9.9%.
Adjusted EBITDA totaled USD 66.5 million, equivalent to a
margin of 10.0% in 2025. This compares to an Adjusted
EBITDA of USD 8.0 million and a margin of 1.6% in 2024. 
The adjustment reflects that a portion of the consideration
for the acquisition of Memfault is in the form of a share-
based remuneration program to retain key employees over
a three-year period. This portion of the total consideration
is being expensed over the length of the program rather
than capitalized as an investment. In addition, Adjusted
EBITDA excludes the positive impact from the reversal of
previously written down inventory.
Depreciation, amortization and impairments amounted to
USD 43.1 million in 2025, compared to USD 40.6 million
in 2024. The increase was partially driven by a USD 2.0
million write-down of a previously capitalized R&D project.
Operating profit (EBIT) amounted to USD 23.2 million,
compared to a loss of USD 45.8 million in 2024. The EBIT
margin increased to 3.5% in 2025 from -9.0% in 2024.
Net financial items
USDm
2025
2024
Net interest
-3.3
-0.9
Net financial items
-6.9
3.8
Total
-10.2
2.9
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Nordic had a net interest expense of USD 3.3 million in
2025, compared to a net interest expense of USD 0.9
million in 2024. In 2025, the net interest is influenced by the
bond and the bridge loan taken in connection with the
acquisition of Memfault.
Profits and taxes
USDm
2025
2024
Profit before tax
12.6
-43.2
Income tax expense
3.7
4.7
Net profit after tax
16.4
-38.5
The Group recognized a tax gain of USD 3.7 million in
2025, compared to a tax gain of USD 4.7 million in 2024.
The parent company’s statutory tax rate is 22%. The Group
presents its accounts in USD, with the parent company's
profits translated into NOK for taxation purposes. The tax
income in 2025 is mainly due to currency losses from
translating the accounts into NOK.
Taxes payable amounted to USD 2.6 million in 2025,
compared to USD 1.8 million in 2024.
Financial position
Balance sheet
Nordic had total assets of USD 983.4 million at the end of
2025, of which USD 582.8 million were current assets and
USD 400.5 million were non-current assets.
These assets were financed by total equity of USD 679.6
million at the end of 2025, non-current liabilities of USD
158.4 million, and current liabilities of USD 145.4 million.
Current assets were USD 582.8 million at the end of 2025,
compared to USD 553.3 million at the end of 2024. This
included cash and cash equivalents of USD 307.4 million at
the end of 2025, up from USD 287.9 million at the end of
2024.
Inventory decreased to USD 155.0 million from USD 171.9
million at the end of 2024.
Accounts receivable increased to USD 93.5 million from
USD 66.4 million at the end of 2024, reflecting
higher revenue. 
Overall, net working capital amounted to USD 145.7 million,
compared to USD 174.2 million at the end of 2024.
Measured as a percentage of full year revenue, net
working capital decreased to 21.8% from 34.1% at the end
of 2024. This reflects lower inventory and higher accounts
payable in 2025, combined with higher revenue, which
reduces net working capital as a percentage of revenue.
Non-current assets increased to USD 400.5 million at the
end of 2025 compared to USD 253.4 million at the end of
2024. The increase is primarily attributable to the
acquisition of Memfault and the recognition of goodwill
and identifiable intangible assets as part of the purchase
price allocation, see Note 13: Business combinations for
further information.
Fixed assets totaled USD 28.8 million at year end, up from
USD 22.0 million in 2024. Software and other intangible
assets increased to USD 54.1 million from 13.8 million
reflecting the purchase of IP and core technology assets
from Neuton.AI. Capitalized development expenses
increased to USD 52.9 million from USD 50.1 million at the
end of 2024.
Total shareholders’ equity amounted to USD 679.6 million
at the end of 2025, up from USD 569.8 million at the end
of 2024. The increase reflects both the net profit, and a
share issue in which the Group raised gross proceeds of
USD 105 million. The Group equity ratio was 69.1% at the
end of 2025, compared to 70.6% at the end of 2024.
Total liabilities amounted to USD 303.8 million in 2025,
compared to USD 236.9 million at the end of 2024. Non-
current liabilities increased to USD 158.4 million from USD
133.9 million, mainly due to currency effects on the issued
NOK bond. Deferred tax liabilities are related to
recognized intangible assets in connection with the
acquisition of Memfault, see Note 13: Business
combinations for details. Lease liabilities of USD 50.8
million are included in the non-current liabilities.
Current liabilities increased to USD 145.4 million, from USD
103.1 million at the end of 2024. The increase is mainly
explained by an increase in accounts payable and in other
current liabilities.
Cash flow and funding
USDm
2025
2024
Net cash flow from:
Operating activities
115.7
60.4
Investing activities
-162.3
-29.6
Financing activities
51.1
-23.2
Currency adj.
15.1
-10.7
Net change in cash and cash equivalents
19.5
-3.0
Cash and cash equivalents 1.1
287.9
291.0
Cash and cash equivalents 31.12
307.4
287.9
Cash flow from operating activities was USD 115.7 million in
2025, compared to USD 60.4 million in 2024. The strong
operating cash flow in 2025 was primarily driven by higher
EBITDA and lower working capital.
Cash flow used for investing activities had an outflow of
USD 162.3 million in 2025, compared to an outflow of USD
29.6 million in 2024.  The change is primarily attributable to
two acquisitions. The acquisition of Memfault resulted in a
net cash outflow of USD 105.3 million (net of acquired
cash), while capital expenditure increased to USD 40.8
million from USD 9.8 million, mainly due to the purchase of
IP and core technology assets from Neuton.AI. Capitalized
development expenses decreased to USD 15.6 million from
USD 19.3 million due to regular variation between projects
in capitalization phase.
Cash flow from financing activities was an inflow of USD
51.1 million in 2025 compared to an outflow of USD 23.2
million in 2024. The cash inflow in 2025 mainly reflects the
capital increase of net USD 102.9 million completed in Q3
2025. The cash inflow was partially offset by share
buybacks under two programs: one related to the
Memfault founders’ reinvestment in Nordic, and one
related to the Group’s long-term equity-linked
incentive programs.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Including the effect of exchange rates, net change in cash
and cash equivalents was a cash inflow of USD 19.5 million
in 2025, compared to a cash outflow of USD 3.0 million
in 2024. Cash and cash equivalents increased to USD
307.4 million at the end of 2025, from USD 287.9 million at
the end of 2024. To minimize the impact of currency
fluctuations, the cash is primarily held in the Group’s
functional currency, USD, except for the cash and cash
equivalents maintained in NOK to counterbalance the
bond exposure in NOK.
In addition to cash at hand, Nordic has undrawn revolving
credit facility (RCF) of USD 200 million. In total, available
cash amounted to approximately USD 507 million at the
end of 2025.
Disciplined cash management is a key priority for the
Group, as a strong financial position is required to realize
the Group’s strategic priorities and growth opportunities.
The Board of Directors assesses the liquidity position as
adequate given the Group's current activity level,
investment plans, and business outlook.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Risk management
The Group's corporate level risk management framework
aims to proactively identify, assess and manage risks that
may impact the Group’s ability to achieve its strategic
objectives. Risk management is integrated into planning,
capital allocation and operational decision-making
processes. The Executive Management Team (EMT) is
accountable for managing risks and opportunities at a
consolidated corporate level. The Board of Directors
oversees risk management through reviews of key risk
exposures and controls twice a year, and ongoing
oversight of material operational and business initiatives.
Screenshot 2026-03-20 at 09.22.02.png
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Risk factors
In conducting business, the Group faces risks that may affect its objectives. Based on the information currently available to the Group, the key risks are outlined below. While the Group
implements risk mitigation measures, certain risks may still materialize, and additional risks may arise as market, regulatory, and geopolitical conditions evolve. The risks described in this
section should therefore be considered carefully. For further details on environmental, climate-related, and other sustainability-related risks, please refer to the Sustainability statement
section of the Annual Report.
Theme
Risk
Response
Cyclical nature of the
semiconductor industry
The semiconductor industry is inherently cyclical and characterized by periodic fluctuations in demand and supply that
can significantly impact the financial performance and stability of companies operating within this sector. The industry
faces rapid technological shifts, swift product obsolescence, volatile pricing, evolving standards, short life cycles, and
erratic supply and demand, which contribute to cyclical volatility.
Downturns are often associated with maturing product cycles of semiconductor companies and their customers’
products, inventory corrections and macroeconomic slowdowns, and may result in reduced product demand, declines in
average selling prices, decreased revenues, underutilized production capacity and increasing inventory levels.
In addition, recent imbalances between supply and demand for certain semiconductor components, such as memory
chips, may result in price increases and higher input costs for end-product manufacturers. Higher component costs can
lead to higher prices for finished consumer products and may reduce end-customer demand. Lower demand for such
products may in turn reduce demand for complementary products that use other semiconductor components, including
connectivity solutions supplied by the Group.
Nordic has historically experienced adverse effects on its results of operations and cash flows during such downturns,
primarily in the form of decreased revenue due to reduced demand from end-customers and increased inventory levels.
The Group may experience similar adverse effects in future cycles, which could be severe or prolonged. The Group’s
ability to reduce costs during downturns through reductions in capital expenditure and research and development
expenses or other means may be constrained by the need to maintain its competitive position.
Nordic maintains a strong balance sheet with
sufficient liquidity to withstand periods of reduced
demand. The Group continues to invest in research
and development strategically to support its position
at the forefront of technological innovation, which can
provide a competitive edge and potentially stabilize
revenue streams during industry downturns. As a
fabless company, Nordic retains operational flexibility
by leveraging its ability to adjust inventory levels more
swiftly and with lower overhead costs compared to
traditional manufacturers, which supports resilience
during industry downturns.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Constraints in the supply of
wafers and assembly & test
capacity
As a fabless semiconductor company, Nordic outsources the capital-intensive production of silicon wafers, packaging,
and testing of its products to third-party suppliers, mainly in Asia. The manufacturing pipeline involves multiple stages
and suppliers. Disruption at any of these third-party suppliers could negatively affect revenue and customer
relationships.
Nordic does not normally have long-term supply contracts with its suppliers, and delivery of materials and services
depends on the suppliers’ ability to deliver the requested volumes. Third-party wafer, assembly and test (A&T)
subcontractors typically do not guarantee that adequate capacity will be available within the time required to meet
demand for the Group's products. Qualification of a new vendor can take more than twelve months and requires
customer involvement, as the customer must also qualify the vendor.
Capacity constraints may arise not only at the wafer fabrication stage but also within assembly and test operations,
including outsourced semiconductor assembly and test (OSAT) providers. Increasing demand for advanced
semiconductor products, including those used in artificial intelligence and high-performance computing applications,
may intensify competition for both front-end wafer capacity and back-end packaging and test capacity. Such
competition could affect lead times, pricing or the availability of manufacturing capacity for the Group’s products.
Over recent years, the semiconductor industry has faced significant global demand fluctuations, as well as supply issues
of various origins. Examples include macroeconomic volatility, supply chain disruptions and geopolitical tensions. For
Nordic Semiconductor, the combined effect of these factors resulted in a prolonged shortage of wafer supply during
2021 and 2022, which in turn resulted in limited delivery capabilities for certain products, notably in the higher-end
Bluetooth® Low Energy series. Based on current demand and supply forecasts, wafer and assembly capacity are
expected to meet present requirements. However, future supply constraints cannot be ruled out in the supply of wafers
and assembly & test capacity.
Nordic maintains close dialogue with customers and
suppliers to identify and address supply risks. The
standard practice of keeping buffer stock of wafers
and finished goods continues. Supply chain options
are considered when selecting suppliers and
technologies to minimize impact of future supply
constraints, including sourcing of materials from
different regions.
Long term supply agreements have been used in
connection with introduction of new technologies.
Nordic seeks to have insurance to cover financial
losses from supply disruptions related to disasters.
However, insurance cannot completely mitigate the
risk.
Customer concentration
In 2025, Nordic derived around 57% of its total revenue from its 10 largest customers. As a result of its customer
concentration and the size of existing customer base, Nordic's revenue may fluctuate materially and could be
disproportionately impacted by the decisions of its largest customers, if they were to cancel or reduce their purchase
commitments.
Furthermore, in the event that Nordic’s largest customers experience a dramatic decline in sales, fail to compete with
their competitors due to oversupply or overcapacity in the market, or decide to alter the product mix, Nordic’s business,
financial condition, and results of operations could be materially and adversely affected. Additionally, customer
concentration is a magnifier of other risks, including but not limited to adverse global economic conditions, geopolitical
risks and trade tensions.
Nordic seeks to maintain a balanced mix between
large and broad market customers and to allocate
supply across its customer base.
Nordic seeks to expand its customer base with new
platforms and technologies.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Attraction and retention of
key talent
Nordic‘s operational excellence and technological competitiveness are significantly driven by the expertise and
leadership of its senior executives, engineers, and other key staff members. The Group's ability to maintain its
competitive stance in the high-tech semiconductor industry hinges on the retention of these key individuals and the
continuous attraction of new talent, particularly in specialized technical roles essential for product development and
technological advancement.
As technology advances, the complexity of semiconductor manufacturing increases. Developing smaller, more powerful
chips requires significant R&D investment and can strain existing manufacturing capabilities. Competition for qualified
employees among companies that rely heavily on engineering and technology is intense, and the loss of qualified
employees or an inability to attract, retain and motivate highly skilled employees required for the operation and
expansion of the Group’s business could hinder its ability to conduct research and development activities successfully
and develop marketable products.
The Group has completed a couple of acquisitions in recent years, including during 2025, as part of its strategy to
strengthen its technical capabilities and talent base. Acquisitions involve integration risks, including challenges related to
organizational alignment, retention of key employees, cultural integration and realization of expected benefits. If the
Group is unable to effectively integrate acquired businesses or retain key personnel following an acquisition, anticipated
synergies may not be achieved
The Group’s success in the future depends in part on its ability to continue to recruit, train, develop and retain such
personnel, and if it loses key personnel to competitors or at a rate greater than it anticipates, or if it has difficulty
attracting new, highly talented employees, its reputation and its business, financial condition and results of operations
could be adversely affected.
Nordic focuses on talent attraction, recruitment, and
retention, as well as succession planning and
continues to develop its organizational culture and
branding. The Group is continuously improving and
adapting its employer value proposition.
The Group also uses acquisitions to strengthen its
technology capabilities and access specialized talent.
The integration of acquired businesses is supported
through defined integration planning and retention
measures for key personnel.
Competitiveness of
Nordic products
The semiconductor industry is extremely competitive. Competition is driven by product performance, ultra-low-power
characteristics, feature set, quality and reliability, pricing and cost structure, product availability, delivery timing, and
engineering, sales and technical support. Nordic competes with both large international semiconductor companies
offering broad portfolios and smaller specialists focused on specific technologies or end markets, and many competitors
may have greater financial, technological, personnel or other resources than the Group in certain markets. Competition
may also be influenced by industrial policy initiatives that support domestic semiconductor ecosystems and may alter
competitive dynamics over time.
If Nordic does not keep pace with technology development and customer requirements, or if the Group is not
successful in executing its strategy and product roadmaps, it could lose design wins and market share, which may have
a material adverse effect on the Group’s financial condition and results of operations.
Nordic continues to invest in developing competitive
products, software and development tools, and in
executing its product portfolio renewal and platform
transitions.
The Group strengthens its position through
multiprotocol solutions and a broad connectivity
portfolio, supported by ecosystem engagement and
participation in relevant industry bodies and standards
development. Nordic also continues to expand
solution breadth through complementary offerings
and services, and works to ensure robust quality,
delivery performance and customer support.
The Group monitors market and competitive
developments and adjusts priorities to maintain a
relevant product portfolio and strong execution.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Adverse global economic
conditions, geopolitical risks
and trade tensions
Nordic's growth depends, in part, on demand for its customers’ end products, primarily in the IoT, consumer, healthcare
and industrial sectors. Industry downturns that adversely affect the Group’s customers or their customers could also
adversely affect demand for the Group’s products. Additionally, global or regional economic slowdowns that affect
business and consumer confidence could lead to a decline in demand for semiconductor products.
Rising tensions and deteriorating military, political and economic relations between China and Taiwan could disrupt the
operations of third-party foundries, assembly and test subcontractors, which could severely impact Nordic's ability to
manufacture the majority of its products and, as a result, adversely affect its business, revenues and results of
operations. Globally, more than 50% of semiconductor wafers are sourced from Taiwan; therefore, increased tensions
between China and Taiwan can significantly impact the Group's customers’ ability to manufacture their products.
In addition, there are uncertainties in the global economy due to geopolitical risks, including armed conflicts and
regional instability, supply chain disruptions and delays, increases in global energy prices, rising inflation and continued
trade frictions. Geopolitical conflicts and sanctions regimes may contribute to volatility in financial and commodity
markets, including energy markets and semiconductor manufacturing inputs. Such developments are difficult to predict
and could contribute to broader global or regional economic slowdowns, which may adversely affect the Group’s
business, financial condition and results of operations.
Political and trade tensions among several of the world’s major economies, including the US, China and the EU, remain
volatile and difficult to predict. This may lead to further implementation of tariffs and non-tariff trade barriers, including
export controls and licensing requirements, as well as sanctions against certain countries, sectors and companies. Trade
restrictions might apply to Nordic's supply chain, its products or its customers.
Since 2022, sanctions and export control limitations imposed by, inter alia, the EU, Norway, the US and the UK on
Russia and Belarus, along with increased circumvention risks, have created a complex framework for Nordic entities to
operate within.
The ongoing geopolitical and economic uncertainty, in particular the United States–China relationship, and the
uncertain impact of current and future regulations on international trade and the flow of products may cause
disruptions in the semiconductor industry and its supply chain. Such disruptions may increase production costs for the
Group’s end-customers and/or limit their ability to source certain components required to produce their end-products.
In addition, trade tensions can increase protectionism, limiting the Group’s ability to sell in certain regions. Some of the
Group’s products are partly assembled in China, and increased tensions between the US and China can reduce the
Group’s ability to sell to US customers. Revenue from China developed broadly in line with overall Group revenue for
FY2025.
Nordic seeks to mitigate the effects of current and
potential economic slowdowns through close dialogue
with customers and suppliers, credit risk management
and operational cost control.
The Group also strengthens preparedness and
resilience through dual sourcing planning, business
contingency planning and maintaining a strong
balance sheet.
Nordic continuously monitors geopolitical and trade
developments and their potential implications for its
business operations. The Group implements a
Sanctions and Trade Controls compliance program to
ensure compliance with increasingly complex
regulations.
Diversification of capacity and supply chain options,
including in Europe, may reduce the effects of
geopolitical tensions.
Uncertainty arising from the
emergence of artificial
intelligence (AI) and machine
learning (ML)
The rapid development and adoption of AI and ML technologies may influence productivity, product development
processes, customer expectations and competitive dynamics. If the Group does not monitor and appropriately adopt
relevant AI/ML technologies, it may risk falling behind competitors in operational efficiency, innovation and time-to-
market. At the same time, increased use of AI-enabled tools may introduce new risks, including cyberattacks, social
engineering, data leakage, reliance on inaccurate information, and potential non-compliance with applicable and
emerging regulatory requirements. Given the pace of development and evolving regulatory frameworks, there remains
uncertainty regarding the longer-term implications of AI and ML for the Group’s operations, competitiveness and risk
profile.
The Group monitors AI/ML developments and
assesses implications for its business and operations.
Work is ongoing to develop an internal approach to
responsible AI use, including guidelines, training and
governance. Nordic evaluates opportunities to
improve productivity and innovation in a controlled
manner, while implementing safeguards related to
data protection, information security and regulatory
compliance. However, given the rapidly evolving
nature of AI/ML technologies and regulation,
uncertainty regarding future developments remains.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Product ramp
There is a risk that Nordic may not be able to ramp up production of new products in line with customer demand,
resulting in reduced or delayed market absorption of products, reduced revenue growth and/or high yield loss.
Given the timelines for key product introductions,
Nordic maintains tight control over the New Product
Introduction process, including quality assurance
during high volume product ramps. In addition, Nordic
has established in-house production qualification and
test laboratory capabilities to support efficient
validation and product qualification processes, which
may help reduce time to market and mitigate ramp-up
risks.
Product liability and warranty
claims
The Group makes highly complex electronic components and, accordingly, there is a risk that defects may occur in its
products that are not detected during the development and manufacturing process. Such defects can give rise to
significant costs for the Group, including expenses relating to recalling products; replacing defective items; writing down
defective inventory; delays in, cancellations of, rescheduling or return of orders or shipments; and loss of potential sales.
In addition, the occurrence of such defects may give rise to product liability and warranty claims, including liability for
damages caused by such defects. Moreover, since the cost of replacing defective products is often much higher than
the value of the products themselves, the Group may at times face damage claims from customers in excess of its
warranty obligations or the relevant sales amounts, including consequential damages.
The Group also faces exposure to potential liability resulting from how its customers typically integrate the
semiconductors it sells into numerous products, which are then in turn sold on the marketplace. These end products are
often highly complex and may occasionally involve the use of the Group’s product in ways not originally envisioned by
it. In these cases, the Group’s products can only be fully tested when deployed in the end products, and its customers
may discover defects or errors only after the end products have been deployed. In addition, the Group may be named
in product liability claims relating to such end products even if there is no evidence that the Group’s products caused a
loss. Product liability claims could result in large expenses relating to defense costs or damages awards. Such events
could have a material negative impact on the Group’s reputation, business, financial condition, and results of
operations.
Nordic follows very high standards in terms of quality
assurance. Investing in lab equipment and testers
reduces time used on fault-finding, enables
workarounds to be implemented faster, and effectively
screens production defects. Nordic aims to limit the
contractual liability to an acceptable level in the
industry and seeks adequate insurance coverage.
Product security
There is a risk that released products have security vulnerabilities, and that Nordic may not meet all customers’ security
expectations with regard to preferred mitigating measures, which may vary from application to application and across
end markets. Even if cybersecurity incidents originate in end products or broader customer systems, security events may
negatively affect Nordic’s reputation, lead to claims, increase support and remediation costs, and adversely impact
customer relationships.
Nordic continues to invest in security architecture and
in processes intended to identify, assess and mitigate
vulnerabilities throughout the product lifecycle. The
Group aligns products with relevant security standards
and, where appropriate, certification requirements.
Nordic maintains established incident management
and vulnerability-handling processes, including
structured reporting and coordinated disclosure, and
engages with external researchers through an external
bug bounty program. Dedicated security roles and
cross-functional response processes support
continuous improvement, customer communication
and timely mitigation actions when needed.
Credit risk
Nordic is exposed to credit risk pursuant to trade credit arrangements with its distributors and certain customers. The
main counterparties are international distributors of electronic components. The Group has not historically suffered any
significant credit losses pursuant to its trade credit arrangements with its distributors or customers, however if such
distributors or customers were to experience financial difficulties or any deterioration in their ability to satisfy their
obligations to the Group, the Group's cash flow could be materially and adversely affected.
Credit monitoring routines are integrated into new
credit lines, requiring security in the form of payment
guarantees or advance payment requirements if
needed.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Intellectual property rights
The semiconductor and software industries have a history of litigation over patents and other intellectual property
rights. Third parties, including non-practicing entities, may claim that the Group's products or the communication
technologies and standards used in the industry infringe on their intellectual property. Patents for industry standards
within IoT are held by a large number of different owners, and consistent licensing arrangements are not always
available.
The Group has contractual obligations to defend and indemnify certain customers against infringement claims,
although obligations to customers do not generally extend to claims relating to industry standards and standard-
essential patents. Any litigation could subject the Group to liability, invalidate its intellectual property rights, distract
management, consume R&D resources, and prove costly.
The Group's competitive position depends on its proprietary technologies and know-how, safeguarded through a
combination of patents, copyrights, trademarks, trade secrets, and confidentiality agreements. Despite these measures,
there is a risk that the Group's technology could be used without authorisation, and no certainty that pending patent
applications will be granted or provide sufficient protection.
The Group's products also integrate third-party technologies. Although licence agreements typically include
indemnification clauses, these are often limited in scope or could prove unenforceable, meaning the Group could still
face infringement claims in respect of technology it did not develop.
The Group has designated processes for protecting its
information and intellectual property rights, including
through contractual mitigation, and advocates for fair
and transparent licensing of standard-essential
patents.
Information security and
cyber risks
Nordic relies heavily on information technology systems across its operations, including procurement, research and
development, sales, delivery, and other business processes and transactions. The Group’s ability to effectively manage
its business and coordinate the production, distribution, and sale of its products depends significantly on the reliability,
capacity and security of these systems.
The Group may be subject to attempts to gain unauthorized access to its systems through the Internet, including
through phishing attacks and other forms of social engineering, introduce malicious software to its information systems
or otherwise disrupt its information infrastructure. If successful, such incidents could expose the Group and any other
affected parties to loss or misuse of proprietary or confidential information, disruption of business operations, delays in
customer service, loss of customer trust, reduced operational efficiency, significant remediation costs or reputational
harm.
Failure of the Group’s information technology systems to operate effectively, transition to upgraded or replacement
systems, guard against material network breaches as a result of a cyberattack or other incident, or otherwise maintain
continuous and secure operations could adversely affect the Group’s business, financial condition and results of
operations.
Employing robust data protection is a top priority, in
addition to reducing risks related to human behavior
by providing regular cybersecurity awareness training
to all employees, including training focused on
phishing and social engineering risks.
Nordic has implemented disaster recovery plans and
backup routines to mitigate the effects of potential
cyberattacks and maintain appropriate insurance
coverage.
Nordic has a strong focus on building resilience in
internal and external systems by identifying and 
addressing security weaknesses. Nordic conducts
regular cyber risk assessments, including cyber posture
and readiness assessments performed by third parties,
and continues work to remediate and reduce
identified risks. Nordic carries out data governance
projects to mitigate risks related to data loss.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Theme
Risk
Response
Acute physical events and
natural disasters
The nature of the business as a fabless manufacturer means that Nordic is heavily reliant on semiconductor
manufacturing in Taiwan, as well as testing and assembly in Asia. Acute physical events potentially related to climate
change could affect suppliers located in Southeast Asia, where tropical cyclones and flooding, or natural disasters such
as earthquakes, have the potential to damage production facilities and infrastructure. Such events could impact
Nordic's delivery capability in the short-to-medium term. If a major incident occurs, it is unlikely that Nordic would have
short-term access to sufficient capacity.
Nordic has established a short-to-medium term
strategy for reducing the risk of supply disruptions
caused by natural disasters or other severe weather
events. In the short term, Nordic maintains a reserve of
wafers or finished products to address temporary
shortages. For medium-term risk mitigation, Nordic
utilizes a second-sourcing strategy to mitigate
widespread supply disruptions. In addition, Nordic has
partial insurance coverage. For long-term risk
mitigation, Nordic’s key manufacturing partners have
contingency plans to reduce such chronic risks.
Failure to comply with
regulatory requirements
Nordic is subject to the regulatory regimes of each country in which it operates, including, among others, those relating
to antitrust, anti-corruption, sanctions and export controls, corporate governance, labor, tax, customs, sustainability
reporting requirements (e.g., CSRD/ESRS), product safety and cybersecurity regulations, and environmental regulations.
Although the Group has internal controls and compliance systems to comply with such laws and regulations, there can
be no assurance that such systems, and the Group’s other efforts to promote compliance, will be effective. Any violation
of the relevant regulations could result in criminal penalties, sanctions, significant fines, or mandatory suspension from
certain business activities. It could also adversely affect the Group’s reputation, business, and results of operations.
The Group may also invest significant resources to enhance its compliance functions as regulations and laws change
and become more complex.
Nordic seeks to continuously enhance its compliance
system and programs, internal controls, and risk-
mitigating measures, including training, monitoring,
whistleblowing mechanisms, and Board-level
oversight, to strengthen its culture of integrity.
Exchange rate and interest
rate risk
Nordic operates globally and is exposed to foreign currency risk, as its sales revenue and direct production costs are
almost entirely denominated in USD, whereas approximately 40% and 20% of its operating expenses were
denominated in NOK and EUR, respectively, in 2025. Fluctuations in the exchange rates between the USD, NOK or EUR
currencies may have an adverse effect on the Group. A 10% change in USD/NOK and USD/EUR exchange rates
impacts approximately USD 0.8 million and USD 0.5 million, respectively, in monthly costs.
Nordic keeps most funds in USD, but seeks to have
available NOK and EUR to fulfill ongoing obligations.
The bond proceeds are in NOK, which is a natural
hedge of the bond denominated in NOK.
Sustainability statement
The Sustainability Statement outlines Nordic’s approach, performance, and governance in relation to sustainability
matters, in accordance with the European Sustainability Reporting Standards (ESRS). It aims to provide transparent,
comparable information on the Group’s most material impacts, risks, and opportunities, and on how these factors affect
its business model, strategy, and financial performance. The statement is structured into four sections – General
Information, Environmental Information (including the EU Taxonomy), Social Information, and Governance Information –
and is intended to support stakeholders' understanding of how sustainability is integrated into Nordic’s operations, value
chain, and decision-making processes.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Basis for preparation
ESRS 2 BP-1 General basis for the preparation
of the sustainability statement
This Sustainability Statement covers the period from
January 1, 2025, to December 31, 2025. It constitutes
Nordic’s statutory sustainability reporting prepared in
accordance with Sections 2-4 and 2-5 of the Norwegian
Accounting Act, the Corporate Sustainability Reporting
Directive (CSRD), the European Sustainability Reporting
Standards (ESRS), and the EU Sustainable Finance
Taxonomy.
Consolidation basis
The Sustainability Statement is prepared on a consolidated
basis, covering the same reporting entities as the Group’s
consolidated financial statements for the year ended 2025.
It therefore includes the parent company, Nordic
Semiconductor ASA, and all subsidiaries listed in Note 17.2
Alignment with financial reporting
The scope of consolidation for sustainability reporting is
the same as that of the financial statements.
Coverage of the value chain
The Sustainability Statement covers Nordic’s own
operations and relevant upstream and downstream
activities, including suppliers, contract manufacturers,
logistics partners, distributors, product use, and end-of-life
stages. Comparative information is provided where prior-
year data are available and reliable; where not feasible,
the absence of comparatives is disclosed in the relevant
topical sections.
Value-chain data are obtained through third-party supplier
assessments, including RBA audits and ESG rating
platforms (e.g., EcoVadis), combined with direct supplier
engagement and Nordic’s internal Sustainability Reporting
Process embedded in the Quality Management System.
Any limitations are disclosed in the respective topical
standards.
Omission of information
No material information has been omitted on the grounds
of intellectual property, know-how, or the results of
innovation.
Use of exemption under Directive 2013/34/EU
Nordic has not used the exemption related to impending
developments or matters under negotiation.
Additional clarification
Nordic distinguishes between:
■the Double Materiality Assessment (DMA), which covers
upstream and downstream impacts, risks, and
opportunities;
■policies, actions, and targets, which apply primarily to
Nordic’s own operations but are being progressively
extended to material suppliers, where relevant and
feasible; and
■value-chain data in metrics, which remain under
development. In 2025, value-chain information has
been incorporated where data quality allows, with
further expansion expected over subsequent reporting
cycles.
The basis for all calculations and methodologies is
described in the respective topical standards. The
Sustainability Reporting Process supports traceability, data
quality, and assurance readiness.
ESRS 2 BP-2 Disclosures in relation to specific
circumstances
No material prior-period errors were identified. The 2025
cycle incorporates clarifications from the Omnibus / “Quick
Fix” package. Nordic introduced a limited set of new or
refined metrics aligned with the updated strategy and
DMA. Comparative information is presented on the same
basis as previously reported.
Certain upstream and downstream metrics rely partly on
estimated inputs, notably Scope 3 GHG emissions, supplier
water data, and selected S2 indicators. Estimates draw on
supplier-reported information, third-party ESG assessments
(including EcoVadis), RBA audits, and modelled data
aligned with ESRS 1 Section 5. Measurement uncertainty is
moderate and primarily reflects the quality of supplier
data. Nordic is improving accuracy through expanded
coverage of third-party ESG assessments, strengthened
supplier engagement, and enhanced internal systems.
Nordic has not identified any quantitative metrics subject
to a high level of measurement uncertainty, based on its
current assessment. The metrics with the most significant
(moderate) uncertainty are Scope 3 GHG emissions,
supplier water consumption, and selected human rights
indicators. Assumptions and allocation factors are
described in the relevant topical standards.
This Sustainability Statement also fulfills requirements
under the Norwegian Accounting Act, including disclosures
on equality, diversity, and central intangible resources.
Nordic does not apply other voluntary frameworks beyond
ESRS requirements except where explicitly cross-
referenced, and it does not use incorporation by reference.
A transitional provision under ESRS 1, Section 10.2 (no. 132),
remains in use for value-chain information where supplier
or customer data are incomplete. Nordic currently expects
to phase out this provision after the 2026 reporting cycle,
subject to data availability and quality.
Data collection and reporting follow Nordic’s internal
Sustainability Reporting Process within the Quality
Management System.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Governance
ESRS 2 GOV-1 The role of the administrative management and supervisory bodies
Org_chart 2026 v1@3x.png
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Governance structure
Nordic's governance model consists of two main bodies:
■The Board of Directors (BoD), acting as the supervisory
body with overall accountability for sustainability
governance, risk oversight, and approval of the
Sustainability Statement; and
■The Executive Management Team (EMT), serving as the
administrative and management body responsible for
daily operations, internal control, and implementation
of Board-approved strategies, including sustainability-
related targets.
The figure above illustrates Nordic’s governance structure
and the allocation of oversight responsibilities for IROs. The
ESG Committee is a management-level forum within the
EMT structure and is distinct from the former Board-level
Sustainability Committee, which was dissolved in 2024.
Composition and diversity
The BoD comprises eight members: five shareholder-
elected independent directors and three employee-elected
directors representing Nordic’s workforce.
■Independence: all five shareholder-elected directors
(62.5%) are independent.
■Representation: three employee-elected members
(37.5%) provide direct input on workplace and
social matters.
■Gender diversity: five female (62.5%) and three male
(37.5%) members.
■Shareholder-elected members: three female (60%) and
two male (40%).
■Employee-elected members: two female (67%) and one
male (33%).
The EMT comprises eleven executive members, all of whom
are employed by Nordic. As of December 31, 2025, the
composition consists of one female (9%) and ten male
(91%) members. EMT members bring expertise in
operational execution, risk management, and integrating
sustainability into business processes. This range of
competencies supports the integration of sustainability into
business strategy, risk management, and operational
decision-making across the company’s global
semiconductor value chain.
Collectively, the BoD and EMT possess broad expertise in
semiconductors, technology, cybersecurity, finance,
sustainability, and corporate governance. These
competencies support the oversight of Nordic’s material
IROs, including climate transition, responsible supply
chains, and workforce capability.
Roles and responsibilities
Board of Directors (BoD)
The BoD has ultimate responsibility for sustainability
governance, strategy integration, and risk management.
Oversight of sustainability-related IROs and reporting is
delegated to the Audit Committee (AC), while oversight of
workforce-related matters is vested in the People &
Compensation Committee (PCC).
During 2024, sustainability matters were overseen by a
dedicated Sustainability Committee of the Board. In 2025,
oversight of sustainability reporting and related
governance was integrated into the mandate of the Audit
Committee to align sustainability reporting with financial
reporting, internal controls, and assurance processes.
■Audit Committee (AC) – Primary oversight of
sustainability and IROs
■Monitors the effectiveness of sustainability-reporting
controls, data integrity, and assurance readiness.
■Reviews climate- and environment-related risk
management, double materiality outcomes, and
non-financial disclosures.
■Oversees compliance, ethics, and business-conduct
matters, including anti-corruption and trade
controls.
■Meets at least six times per year and receives
scheduled semiannual updates on sustainability
reporting, assurance readiness, and IRO-
related risks.
■Reports directly to the BoD.
■People & Compensation Committee (PCC)
■Oversees remuneration policy, leadership
development, and social and human-capital IROs
(ESRS S1 topics).
■Monitors alignment between incentives and
workforce policies and sustainability objectives.
■Meets quarterly and reports findings to the BoD.
The BoD receives semiannual updates through the AC on
sustainability reporting, internal controls, and IRO-related
risks. The AC reports its findings and recommendations to
the BoD, which reviews overall sustainability performance
and approves annual targets in connection with strategic
planning and the Sustainability Statement.
Executive Management Team (EMT)
The EMT is responsible for operational execution and
internal governance. It implements BoD decisions and
integrates IRO management into day-to-day operations.
■The EMT oversees sustainability matters through the
ESG Committee, comprising all EMT members and
meeting at least quarterly.
■The ESG Committee monitors sustainability-related
IROs, evaluates progress against Board-approved
targets, and reviews the status of sustainability-data
validation prior to reporting.
■Reporting lines flow from business units to the EMT /
ESG Committee, then to the AC and BoD.
■Processes supporting IRO management and
sustainability reporting are documented within Nordic’s
Quality Management System and embedded in
established internal governance processes.
Oversight of target-setting and monitoring
The EMT, through the ESG Committee, proposes and
monitors sustainability targets informed by the Double
Materiality Assessment and aligned with the company’s
approved Sustainability Strategy and Climate Transition
Plan. The AC receives semiannual updates on overall
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
sustainability performance, assurance readiness, and IRO-
related risks. The BoD reviews sustainability progress
annually, in connection with the strategic planning process
and approval of the Sustainability Statement.
Access to sustainability expertise and skills
The BoD and EMT maintain access to internal sustainability
expertise and external advisers when needed. Their
collective competencies, supported by periodic briefings
and specialist input, support the oversight of material
environmental, social, and governance matters.
ESRS 2 GOV-1-G1 Business-conduct oversight
The AC oversees Nordic’s business conduct framework,
including compliance, anti-corruption, data protection, and
trade controls, and is supported by the Legal &
Compliance function. Following the transfer of
responsibilities from the former Sustainability Committee in
2025, the AC also oversees sustainability-related
governance, reporting integrity, and assurance readiness.
The Committee receives semiannual updates on business
conduct performance, investigations, remedial actions, and
the operation of the Code of Conduct, Supplier Code of
Conduct, and Integrity Line. The BoD and the AC have
experience in corporate governance, compliance, and risk
management, and they draw on internal and external
expertise when needed.
ESRS 2 GOV-2 Information provided to and
sustainability matters addressed by the
business’s administrative, management, and
supervisory bodies
Information flow
Material IROs and the implementation status of related
policies, actions, and targets are reported through
structured processes, as appropriate, at both management
and Board levels:
Management and administrative body (EMT):
■Regular ESG Committee meetings, chaired by the CEO,
where sustainability performance, material IROs, and
progress on sustainability actions are reviewed.
■Functional reporting from the Quality, Supply Chain,
and People & Culture departments on environmental,
supplier, and workforce metrics.
■Targeted briefings on regulatory developments and
assurance requirements, coordinated by the
Compliance function in collaboration with Finance and
Quality.
Supervisory body (BoD):
■Semiannual AC updates covering sustainability
reporting, assurance readiness, and business-
conduct risks.
■Quarterly PCC meetings addressing workforce,
diversity, and human-capital IROs.
■Annual BoD review of the sustainability strategy,
climate-transition plan, and approval of the
Sustainability Statement.
Consideration of impacts, risks, and opportunities (IROs)
The BoD considers sustainability-related IROs in connection
with its annual strategy reviews, approval of long-term
objectives, and oversight of the climate transition plan.
When assessing major transactions or investment priorities,
the BoD evaluates potential trade-offs between financial,
environmental, and social outcomes.
The AC focuses on sustainability governance and reporting
integrity. At the same time, the PCC oversees social and
human capital-related risks and monitors the alignment
between remuneration and sustainability objectives.
The EMT, through the ESG Committee, oversees the
implementation of the Group's sustainability framework,
including environmental and climate performance and
sustainability due diligence processes. Progress is
monitored through:
■implementation of Board-approved policies;
■completion of action plans linked to material IROs; and
■evaluation of performance against sustainability and
climate targets.
External specialists, including Position Green, support
updates to the Double Materiality Assessment and the
development of climate-transition plans, helping
management and the Board strengthen the accuracy and
comparability of information.
Material IROs addressed
During 2025, the BoD and EMT addressed material IROs
identified in the updated Double Materiality Assessment
(ESRS 2 SBM-3). Key matters discussed during the
period include:
■Climate change
■Resource efficiency
■Worker safety
■Cybersecurity
■Diversity and inclusion
■Ethics/business conduct
A complete overview of Nordic’s material IROs is provided
in the Material impacts, risks, and opportunities (ESRS 2
SBM-3) chapter.
ESRS 2 GOV-3 Integration of sustainability-
related performance in incentive schemes
The purpose of this disclosure is to explain whether and
how sustainability-related performance is integrated into
incentive schemes for members of Nordic’s governance
bodies during the reporting period.
Management and administrative body (EMT)
Key characteristics
Nordic operates short-term and long-term incentive
programs for eligible employees, including EMT members.
The structure, performance criteria, and weightings of
incentive schemes are governed by the Group’s
remuneration framework and subject to Board approval.
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Sustainability-related performance in incentive schemes
Short-term incentive (STI)
In 2025, sustainability-related performance is integrated
into the STI framework at the corporate level. ESG-related
performance metrics form part of the annual performance
evaluation. For the 2025 performance year, ESG-related
metrics account for 10% of the total STI performance
weighting.
Long-term incentive (LTI)
The LTI plan covering the 2025–2027 performance period
includes performance share units (PSUs) subject to
corporate performance criteria approved by the Board. For
awards granted during the reporting period, the PSU
performance conditions consist of:
■Total Shareholder Return (TSR) (45% weighting);
■Financial performance criteria (45% weighting); and
■ESG-related performance criteria (10% weighting).
Accordingly, sustainability-related performance measures
form part of the vesting conditions for PSUs granted during
the reporting period.
ESRS 2 GOV-3-E1 Climate-related considerations in
remuneration
In 2025:
■A climate-related performance metric linked to Scope 1
and Scope 2 GHG emissions reduction relative to the
2019 baseline formed part of the STI framework (10% of
total STI weighting), with performance assessed against
the company’s climate targets disclosed under ESRS
E1-4.
■ESG-related performance measures, including climate-
related metrics, also formed part of the PSU
performance criteria within the LTI framework (10%
weighting).
Proportion of variable remuneration linked to
sustainability
■STI:  ESG-related metrics represent 10 % of the annual
performance evaluation for eligible employees,
including EMT members.
■LTI: ESG-related metrics represent 10 % of the PSU
performance criteria applicable to awards granted
during the reporting period.
Approval level
The PCC reviews the structure, performance criteria, and
weighting of incentive schemes. The BoD approves the
applicable performance conditions.
Supervisory body (BoD)
Remuneration of Board members does not include
sustainability-linked performance metrics. The BoD
oversees the design of executive incentive schemes and
periodically reviews whether sustainability-related
performance measures should be integrated into future
remuneration frameworks.
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ESRS 2 GOV-4 Statement on due diligence
The following table maps the information in this Sustainability Statement to the due diligence process.
Core elements of due diligence
Pages in the Sustainability Statement
Does the disclosure relate to people and/or the environment?
a) Embedding due diligence in governance,
strategy, and business model
ESRS 2 GOV-2, page 41
People and environment
ESRS 2 GOV-3, page 42
People and environment
ESRS 2 SBM-3, pages 50-58
People and environment
E1-ESRS 2 SBM-3, pages 78-79
E2-ESRS 2 SBM-3, pages 88-89
E3-ESRS 2 SBM-3, page 92
E5-ESRS 2 SBM-3, pages 94-95
Environment
S1-ESRS 2 SBM-3, pages 104-105
S2-ESRS 2 SBM-3, pages 114-115
S4-ESRS 2 SBM-3, pages 119-120
People
G1-ESRS 2 SBM-3, pages 124-125
People and environment
b) Engaging with affected stakeholders in all
key steps of the due diligence
ESRS 2 GOV-2, page 41
People and environment
ESRS 2 SBM-2, pages 48-49
People and environment
ESRS 2 IRO-1, pages 59-66
People and environment
ESRS 2 MDR-P:
E1-2, page 79
E2-1, pages 89-90
E3-1, pages 92-93
E5-1, page 95
Environment
ESRS 2 MDR- P:
S1-1, page 106
S2-1, pages 115
S4-1, page 120
People
Topical ESRS:
G1-1, page 125
People and environment
Topical ESRS:
S1-2, pages 106-107
S2-2, pages 115-116
S4-2, page 120
People
c) Identifying and assessing adverse impacts
ESRS 2 IRO-1, pages 59-66
People and environment
ESRS 2 SBM-3, pages 50-58
People and environment
E1-ESRS 2 SBM-3, pages 78-79
E2-ESRS 2 SBM-3, pages 88-89
E3-ESRS 2 SBM-3, page 92
E5-ESRS 2 SBM-3, pages 94-95
Environment
S1-ESRS 2 SBM-3, pages 104-105
S2-ESRS 2 SBM-3, pages 114-115
S4-ESRS 2 SBM-3, pages 119-120
People
G1-ESRS 2 SBM-3, pages 124-125
People and environment
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Core elements of due diligence
Pages in the Sustainability Statement
Does the disclosure relate to people and/or the environment?
d) Taking actions to address those adverse
impacts
ESRS 2 MDR-A:
E1-3, pages 79-80
E2-2, page 90
E3-2, page 93
E5-2, pages 95-96
Environment
ESRS 2 MDR-A:
S1-4, page 108
S2-4, pages 116-117
S4-4, page 121
People
Topical ESRS:
E1-1, pages 76-77
Environment
Topical ESRS:
G1-1, page 125
People and environment
e) Tracking the effectiveness of these efforts
and communicating 
ESRS 2 MDR-M:
E1-5, page 83
E1-6, pages 84-87
E2-5, page 91
E5-4, pages 96-98
E5-5, page 98
Environment
ESRS 2 MDR-M:
S1-9, page 112
S1-13, page 112
S1-14, page 112
S1-15, page 112
S1-16, pages 112-113
S1-17, page 113
People
ESRS 2 MDR-T:
E1-4, pages 81-83
E2-3, pages 90-91
E3-3, page 93
E5-3, page 96
Environment
ESRS 2 MDR-T:
S1-5, pages 108-109
S2-5, page 117
S4-5, pages 121-122
People
Topical ESRS:
Entity-specific metrics: value chain workers, page 118
Entity-specific metrics: cybersecurity, page 126
Entity-specific metrics: whistleblowing and retaliation prevention, page 126
People
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ESRS 2 GOV-5 Risk management and controls
of sustainability reporting
The purpose of this disclosure is to describe the main
features of Nordic’s risk-management and internal-control
processes in relation to sustainability reporting.
Scope and main features
Sustainability-related risks are incorporated into Nordic’s
corporate-level risk framework, which is designed to
proactively and systematically manages risks and
opportunities that may affect strategic objectives. In 2025,
Nordic advanced the alignment of the Double Materiality
Assessment (DMA) and the Enterprise Risk Management
(ERM) framework. The integration of sustainability-related
risks into the ERM system will continue in the next reporting
cycle.
Nordic’s internal control environment for sustainability
reporting is based on established responsibilities within
business units, central functions, and oversight bodies. It
follows the same risk-governance principles applied across
the Group’s enterprise risk-management framework.
Control activities for sustainability reporting are informed
by the results of the DMA and are designed to focus on
material environmental, social, and governance topics. Key
elements include:
■documented ownership of sustainability data and
reporting processes;
■defined roles for Finance, Quality, Supply Chain, People
& Culture, and Compliance in coordinating
sustainability reporting; and
■established reporting lines through the ESG Committee,
the EMT, the AC, and the BoD.
Elements of the sustainability-reporting process are
documented in Nordic’s Quality Management System,
supporting consistency, traceability, and assurance-
readiness.
Risk-assessment approach
Sustainability-reporting risks are assessed using Nordic’s
standard ERM methodology, which evaluates each risk
according to likelihood, potential impact, and
strategic relevance.
Risks are prioritized using a weighted scoring matrix,
consistent with the approach applied to other corporate-
level risks.
Main risks and mitigation strategies
Principal sustainability-reporting risks include:
■Data quality and completeness: inconsistent or missing
information from internal or external sources.
■Estimation uncertainty: reliance on assumptions for
Scope 3 emissions and value-chain indicators.
■Human error and control gaps: manual data handling
during consolidation.
■Timing of information: delays in receiving supplier or
downstream data.
Mitigation measures include:
■Data-validation controls: automated and manual
checks embedded in templates and
reporting workflows.
■Competence development: targeted training on
sustainability metrics, definitions, and documentation
requirements.
■Supplier engagement: collaboration to improve
transparency and reporting timelines for value-
chain data.
■Control reviews: periodic assessments of sustainability-
reporting processes carried out by responsible
functions and aligned with Nordic’s corporate-level
risk framework.
Integration of findings into internal processes
Findings from sustainability risk assessments and control
reviews are integrated into internal processes through
cross-functional collaboration among Finance, Quality,
Supply Chain, People & Culture, and Compliance.
Corrective actions arising from sustainability-risk
assessments and control reviews are tracked by the
responsible functions within their respective follow-up
systems. Progress is consolidated and reviewed through
the ESG Committee, and significant process improvements
are incorporated into existing internal processes.
Periodic reporting and oversight
Results of sustainability risk assessments, control reviews,
and progress on mitigation are reported semi-annually to
the AC, which oversees the design and effectiveness of
internal controls, including those related to sustainability
reporting.
The EMT reviews results through the ESG Committee prior
to escalation to the AC.
The BoD conducts bi-annual reviews of major exposures
and internal controls and considers sustainability-related
risks as part of its ongoing oversight of strategic matters.
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Strategy & business model
ESRS 2 SBM-1 Strategy, business model, and
value chain
Strategic context and linkage to sustainability matters
Nordic’s strategy and business model are connected to the
sustainability matters identified as material in the 2025
Double Materiality Assessment. The updated sustainability
framework is structured around three Sustainability
Building Blocks—Products, People, and Production—which
guide how material impacts, risks, and opportunities (IROs)
influence strategic priorities:
■Products: ultra-low-power semiconductor technologies
and lifecycle-enhancing software capabilities;
■People: a skilled, inclusive, and engaged workforce;
■Production: responsible and resilient supply-chain
practices, including ESG-based supplier management,
PFAS-free qualification, climate-related planning, and
resource efficiency.
Products and services
Nordic designs and sells low-power wireless connectivity
solutions and power-management devices. In 2025, Nordic
reports on the following product groups:
■Short-range (multiprotocol products including Bluetooth
Low Energy, Thread, Zigbee, and Matter, and
proprietary products)
■Long-range (cellular products, proprietary products and
Cloud services)
■Other (PMIC, Wi-Fi, ASIC components and
development tools)
These groups collectively account for the majority of Group
revenues. They are linked to material sustainability matters,
including climate change mitigation (energy efficiency),
pollution (substances of concern), circularity (product
durability), and working conditions in the upstream value
chain.
In 2025, Nordic also strengthened its product ecosystem by
integrating lifecycle-management capabilities via the
acquired Memfault platform and by expanding its edge AI
capabilities through the acquisition of Neuton AI. These
integrations support Nordic’s long-term product strategy
but do not constitute standalone revenue-generating
product groups in 2025.
Markets and customer groups
Customer groups include:
■Consumer
■Industrial and Healthcare
■Other
Demand from these markets is linked to downstream
positive impacts such as energy efficiency and product
durability, as well as risks related to data security and end-
of-life treatment.
Headcount by geographic area
Nordic’s workforce is located primarily in:
■Europe: Norway, Finland, Sweden, Germany, Poland
■Asia: Taiwan, Philippines, China, Singapore, Japan,
South Korea, India
■North America: United States
A quantitative breakdown of headcount by region is
provided in the S1 Own workforce disclosure.
Sustainability-related goals linked to products, services,
markets, and stakeholders
Nordic’s sustainability goals focus on improving energy
efficiency, strengthening inclusion and workforce
engagement, and advancing supply-chain sustainability
performance across its key markets and manufacturing
regions. These goals reflect expectations from customers,
investors, employees, and suppliers and inform Nordic’s
approach to product development and value-chain
engagement.
Assessment of products, services, markets, and customer
groups in relation to sustainability goals
Nordic’s product and service groups support sustainability
goals by enabling low-energy IoT applications, reducing
resource use, and extending device lifetimes through
lifecycle-management capabilities. Upstream
environmental and social impacts, particularly GHG
emissions, water consumption, and working conditions,
require continued supplier engagement and improved data
systems.
Main challenges ahead and critical projects
Key challenges include renewable-energy constraints in the
upstream chain, limited comparative ESG data from
suppliers, and implementation of the Climate Transition
Plan. Nordic’s 2025 work program focuses on enhanced
data-collection systems, supply-chain improvement plans,
PFAS-free qualification activities, and lifecycle-
management initiatives.
Business model and value chain
Nordic's inputs consist primarily of semiconductor design
expertise, engineering talent, and outsourced
manufacturing capacity, supported by long-term
partnerships and continuous competence development.
Nordic’s outputs are low-power semiconductor devices and
associated software tools supporting energy efficiency,
product durability, and reliable IoT performance.
The upstream value chain includes wafer fabrication,
assembly, test, and packaging, primarily in Taiwan and the
Philippines, and accounts for the majority of Nordic’s
environmental footprint.
The downstream value chain comprises distributors, OEMs,
and end-users across consumer, industrial, and healthcare
applications. Key IROs include product durability, use-
phase energy efficiency, and end-of-life treatment.
Nordic occupies a mid-chain position as a fabless
semiconductor designer dependent on collaboration with
manufacturing partners and distributors.
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Nordic's stakeholders
ESRS 2 SBM-2 Interests and views of stakeholders
This disclosure explains how the interests and views of Nordic’s stakeholders inform the strategy and business model. Engagement activities provide insight into how its strategy and
business model relate to material impacts on workforce members (S1), value chain workers (S2), and consumers and end-users (S4). Affected communities (S3) are not material in the 2025
Double Materiality Assessment (DMA) and are therefore not included.
Summary of stakeholder engagement
Category
Key stakeholders
How engagement is organized
Purpose of engagements
How outcomes inform Nordic's business
Market
• Suppliers
• Distributors
• Customers
• End-users (S4)
• Competitors
• Stock exchange
• Insurers & banks
• Value chain workers (S2)
• Supplier meetings and surveys (annual and ad hoc)
• RBA audits and HRDD questionnaires
• EcoVadis supplier ratings
• Distributor interaction and quarterly reviews
• Customer meetings (1–2 times per year)
• Industry association forums
• Insurance negotiations
• Sustainability-linked financing dialogue
• Obtain due diligence information
• Support supplier ESG performance
• Understand customer and end-user
requirements
• Discuss product sustainability and
security
• Monitor market expectations
• Supplier ratings and GHG data inform supplier selection
and development
• Due diligence results guide supply-chain management
• Customer and end-user feedback informs product-
development priorities
• Industry expectations support ESG planning
• KPI results influence management targets
Society
• Local communities (S3)
• Industry associations
• NGOs
• Authorities
• Regulators
• Media
• Nature
• HRDD assessments
• Dialogue with community and NGO stakeholders
• Industry-forum participation
• Regulatory consultations
• Press releases and interviews
• Environmental impact assessments
• Resource-use monitoring
• Maintain constructive dialogue and
support transparent communication
• Support industry standards
• Promote adherence to applicable
requirements
• Minimize environmental impacts
• HRDD and regulatory findings guide supply-chain risk
mitigation
• Environmental data informs resource-efficiency measures
• Standards development informs product governance
• Media insights inform communication strategy
Internal
• Board of Directors
• EMT (ESG Committee)
• Employee
representatives (S1)
• Employees (S1)
• Board meetings
• Audit Committee oversight
• Quarterly ESG Committee reviews
• Employee-representative forums (monthly)
• Pulse survey (introduced in 2025)
• Exit interviews
• Strategic oversight
• Address workplace matters
• Monitor engagement, inclusion, and
well-being
• Collect operational feedback
• Governance-body input directs sustainability-strategy
execution
• Pulse-survey results inform inclusion, training, and well-
being initiatives
• Employee feedback shapes workplace and HR policies
• Exit-interview findings support retention measures
Owners
• Shareholders
• Analysts
• Rating agencies
• General meetings
• ESG reporting and investor briefings
• Analyst meetings
• Annual rating reviews
• Provide transparent performance
information
• Meet ESG-disclosure expectations
• Support investment analysis
• Rating feedback shapes governance updates
• Investor expectations guide disclosure maturity
• Analyst insights support strategic planning
Stakeholder interests and views, and how they inform
Nordic's strategy and business model
ESRS 2 SBM-2-S1 Workforce interests and views
Employees highlighted integrity, workplace fairness,
inclusion, and opportunities for development as priorities.
These insights informed Nordic's People building bloc,
contributing to equal-opportunity measures, improving
training data systems for workforce development planning,
and expanding its learning and development offerings.
ESRS 2 SBM-2-S2 Value chain workers' interests and views
Responsible Business Alliance (RBA) audits, Human Rights
Due Diligence (HRDD) questionnaires, and third-party ESG
assessments highlighted expectations regarding fair
working conditions, accommodation, safety, and effective
grievance mechanisms. These insights informed the
Production building block by strengthening supplier
engagement requirements and prioritizing supply chain
risks, including PFAS-free qualification pathways and
enhanced labor rights controls in upstream manufacturing.
ESRS 2 SBM-2-S4 Consumers' and end-users' interests
and views
Customers and end-users expressed expectations for
energy efficiency, durability, security, and transparency
throughout the lifecycle. These views informed the Products
building block by reinforcing priorities for product energy-
efficiency improvements and lifecycle management
functionality. They informed enhancements to product
security governance that support responsible product use
and protects end users' rights.
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Amendments to strategy and business model
Stakeholder insights contributed to the following
adjustments in 2025:
Refinements made
■Consolidation of the Sustainability Strategy into the
three building blocks: Products, People, and Production.
■Introduction of pulse surveys to support more frequent
insight into workforce expectations.
■Strengthened supplier-engagement processes,
including third-party ESG ratings and enhanced
HRDD assessments.
■Adjustments to product-development priorities based
on customer and end-user expectations for energy
efficiency, durability, and secure operation.
Further steps planned
■Planned expansion of supplier-rating coverage during
2025–2026.
■Ongoing use of quarterly workforce survey insights to
inform people-related priorities and actions under the
Sustainability Strategy throughout 2025–2026.
■Continued strengthening of product-security
governance during 2025–2026.
These developments are intended to support the continued
integration of stakeholder perspectives into strategic
priorities and help align stakeholder expectations with the
business's direction.
Governance-body oversight
The following governance bodies are informed about
stakeholder interests and sustainability-related impacts:
■Board of Directors: reviews strategic sustainability
matters, including stakeholder expectations and
relevant due diligence findings.
■Audit Committee: oversees the integrity of sustainability
disclosures, value-chain due diligence outcomes,
internal-control considerations, and the updated
DMA results.
■ESG Committee (Executive Management Team): meets
quarterly to review stakeholder insights from
engagement activities, HRDD findings, third-party ESG
ratings, pulse surveys, and customer dialogue, and
supports their integration into operational and strategic
decision-making.
This governance structure supports the consideration of
stakeholder perspectives—particularly those of workforce
members (S1), value chain workers (S2), and consumers and
end users (S4)—in the assessment and adaptation of
Nordic’s strategy and business model.
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Material impacts, risks, and
opportunities
ESRS 2 SBM-3 Material impacts, risks, and
opportunities and their interaction with strategy
and business model
Nordic's 2025 Double Materiality Assessment (DMA)
identifies material impacts, risks, and opportunities (IROs)
across the upstream value chain, own operations, and
downstream product use. These IROs inform strategic
priorities, resource allocation, and business-model
adaptation, and the associated policies, actions, targets,
and metrics are presented under the topical standards.
Material environmental impacts arise primarily upstream
and relate to GHG emissions, water use, pollution, and
resource intensity in manufacturing and logistics. Material
social impacts mainly occur at Tier 1 and Tier 2 suppliers,
with additional impacts in Nordic’s own operations related
to working conditions, representation, and health.
Downstream impacts include product-enabled
environmental effects, circularity considerations, and
security-related implications associated with customer
device-level implementation. These impacts affect people
and the environment through labor rights conditions,
pollution, and resource use, as well as downstream energy
efficiency gains, and they occur across the short-, medium-,
and long-term horizons, as reflected in the materiality
tables that follow.
Material IROs guide the execution of Nordic’s three
Sustainability Building Blocks. Upstream negative impacts
and risks drive supplier engagement and responsible
sourcing expectations under the Production building block.
Downstream positive impacts and opportunities support
Nordic’s Products building block through R&D focus on
energy-efficient product design. Workforce-related impacts
guide the People building block through further
development of equal-opportunity and capability-building
initiatives across the organization. Current financial effects
relate primarily to upstream decarbonization costs,
regulatory compliance, and cybersecurity safeguards.
Nordic assesses resilience annually through the DMA,
climate risk evaluation, and supplier risk assessments. The
fabless model provides structural flexibility, as Nordic does
not own fabrication facilities and can in principle adjust
manufacturing partners. In practice, however, supplier
diversification and dual sourcing are constrained by
technological requirements, qualification cycles, and the
limited number of suppliers capable of meeting Nordic’s
specifications. Nordic’s strategy is designed to remain
resilient, supported by its scalable low-power product
portfolio, its established relationships with global
manufacturing partners, its secure-by-design development
practices, and the ongoing development of capabilities to
incorporate climate-related risks and opportunities into
future planning. These assessments cover the short-,
medium-, and long-term time horizons defined in ESRS 1.
Compared with 2024, the 2025 DMA shows several
changes:
■Corporate culture (G1) was reassessed and did not
meet the thresholds for inclusion as a material IRO for
2025;
■Corruption and bribery (G1) were reassessed and did
not meet the thresholds for inclusion as a material
financial risk for 2025;
■Equal treatment and opportunities (S1) remain material
but are now classified under impact instead of double
materiality;
■Positive impacts have been added for product
durability (E5) and peer learning (S1);
■Desk-based health impacts (S1) were reclassified from
borderline to material; and
■Upstream decarbonization cost exposure has increased
significantly due to supplier policy developments.
All material IROs fall within ESRS topical standards or
within Nordic’s configured Custom Matters (Cybersecurity)
under the Governance pillar. No additional entity-specific
IROs have been identified for 2025.
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E1 Climate change
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Reducing emissions from customers using energy-efficient technology
Nordic’s ultra-low-power connectivity and power-management technologies enable measurable reductions in energy consumption within
customer applications, particularly in smart lighting, environmental monitoring, smart agriculture, and other IoT deployments.
Documented customer use cases (e.g., Acuity’s lighting solutions) demonstrate that such reductions already occur in practice. These
benefits arise downstream, outside Nordic’s Scope 1–3 accounting, and are assessed as a positive impact in their own right in
accordance with ESRS 1.
Actual positive impact
l
l
GHG emissions from energy use and supplier operations
Nordic’s contribution to climate change is primarily linked to two sources: 1. own office energy consumption (Scope 2), including
purchased electricity and heating/cooling; and 2. supplier-related emissions (Scope 3), particularly from electricity usage in outsourced
production facilities upstream. Although Nordic has transitioned most office energy consumption to renewable sources through energy
attribute certificates (e.g., GOs, RECs), residual emissions from fossil fuels persist. Supplier operations remain the most significant
contributor to Nordic’s carbon footprint, with emissions primarily from electricity usage and limited influence over renewable energy
sourcing.
Actual negative impact
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Opportunities in climate-resilient products
Climate adaptation needs in environmental monitoring, agriculture, and critical infrastructure applications are driving demand for low-
power, reliable IoT solutions. Nordic is well-positioned to capture this demand through its existing strengths in ultra-low-power
connectivity, established customer relationships, and relevance to adaptation-oriented use cases. The opportunity may increase
revenues through higher sales volumes and selective premium pricing where performance under extreme conditions is valued.
Opportunity
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Upstream decarbonization-related cost exposure
Nordic faces increasing financial exposure from upstream decarbonization measures and emerging climate-related regulations. As wafer
fabrication foundries and assembly/test subcontractors transition toward renewable energy, low-carbon processes, or comply with
carbon-pricing regimes, associated production costs are expected to rise and may be passed through the value chain. These cost
increases relate to energy procurement, carbon taxes, and capital investments in cleaner technologies. Because Nordic relies on external
manufacturing partners and has limited influence over their decarbonization pathways, the company is indirectly exposed to higher
manufacturing input costs linked to Scope 3 purchased goods and services.
Risk
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E2 Pollution
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Air pollution from transport and outsourced production
Nordic’s air pollution impact stems primarily from two sources: 1. upstream component production occurs when suppliers release
emissions such as volatile organic compounds (VOCs) and other process gases during wafer processing or assembly; 2. downstream
transportation emissions, primarily from air freight, are used to distribute lightweight products globally. As a fabless company, Nordic
does not operate manufacturing plants, but its logistics and supplier base contribute to pollution that harms air quality and the climate.
These emissions are indirect yet attributable to Nordic’s product life cycle and have recognized environmental implications. The impact
reflects a mix of localized and globally distributed pollution sources, particularly from aviation logistics and outsourced industrial
processing.
Actual negative impact
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Presence of regulated substances and substances of very high concern in downstream products
Nordic’s products contain trace amounts of regulated substances and certain substances of very high concern (SVHCs), all within
applicable RoHS and REACH thresholds. These substances may persist through end-of-life, particularly in regions with weak e-waste
infrastructure or enforcement. Although individual quantities are low, cumulative dispersion can contribute to localized environmental
pollution and potential exposure risks for nearby communities. Nordic mitigates these impacts through compliance with RoHS/REACH,
material composition monitoring, supplier declarations, and design reviews aimed at reducing or substituting substances where
technically feasible. Residual impacts remain where downstream waste management practices are insufficient.
Actual negative impact
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E3 Water & marine resources
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Water consumption in upstream production
Semiconductor production at supplier facilities is highly water-intensive, requiring significant volumes for wafer cleaning, cooling, and
dicing. This is an ongoing and significant environmental impact, with key suppliers such as TSMC in Taiwan operating in regions that
have experienced severe droughts in recent years, creating operational and community water stress. Supplier surveys also confirm that
facilities in the Philippines rely directly on freshwater sources. As Nordic does not operate these sites directly, the impact arises through
the upstream value chain.
Actual negative impact
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E5 Circular economy
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Resource use linked to component and packaging material inputs
Nordic’s operations and upstream partners rely on finite materials—such as metals, silicon, and plastic—for manufacturing and
shipment. Rare minerals may be used to produce integrated circuits, while cardboard and plastic are used in packaging. Although total
material use is modest, recovering high-purity metals remains technically challenging. Most packaging materials are recyclable, but
upstream manufacturing inputs remain primarily virgin resources, which intensifies depletion pressures. Sourcing is typically
geographically dispersed and dependent on purity and performance specifications.
Actual negative impact
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Product durability and reliability supporting circularity
Nordic’s products are designed for durability and long-term reliability, supported by JEDEC reliability standards and robust design
practices. These measures reduce premature device replacement and support circular-economy principles. Lifecycle-management
functionalities (e.g., Memfault or nRF Cloud) may support product longevity when implemented, but they are not considered primary
drivers of this positive impact for 2025.
Potential positive impact
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Downstream waste treatment of EEE components
Downstream disposal of end products containing Nordic components may cause environmental harm if final devices are not treated in
accordance with appropriate e-waste standards. Nordic’s components represent only a small share of finished electronics. Still, when
these products are landfilled or mismanaged, the materials they contain could have been recovered and would have contributed to
broader e-waste burdens. Nordic provides environmental datasheets and material disclosures to support correct handling by customers,
but treatment practices vary globally and remain outside Nordic’s control.
Potential negative impact
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Supplier and distributor waste generation (manufacturing scrap and packaging)
Upstream manufacturing and supplier activities, as well as downstream distribution and packaging, generate various waste streams,
including component production scrap, process residues, and packaging materials. These may include non-hazardous scrap and
packaging sent for incineration or landfill disposal, with limited visibility into handling standards across geographies. While volumes vary,
both upstream suppliers and downstream distributors generate waste that has indirect environmental impacts due to sorting
inefficiencies and differing local treatment practices. Nordic does not directly control these processes, but it recognizes the potential
ecological burden in both the upstream and downstream stages of the value chain.
Actual negative impact
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S1 Own workforce
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Representation and equal opportunities
Structural underrepresentation—particularly of women in technical and leadership roles—may limit equitable access to development
and progression. This creates systemic risks to inclusion, engagement, and long-term retention. The impact is material due to its scale
across regions and its strategic relevance for innovation and talent pipelines.
Potential negative impact
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Strategic talent development
Insufficient structured development pathways can create uneven access to growth opportunities, leading to mid-term skill gaps and
long-term talent shortages. The impact is material because it may affect a large share of the workforce, with higher severity for
employees in transition roles, smaller teams, or underrepresented groups.
Potential negative impact
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Collaborative peer learning
Peer-based learning is embedded in Nordic’s engineering workflows, creating continuous skill transfer, faster onboarding, and improved
problem-solving. The impact is material because the scale and persistence of these cultural practices generate organization-wide
benefits and directly support innovation capacity, which is central to the business model.
Actual positive impact
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Desk-based health risks
Prolonged desk-based work exposes employees to musculoskeletal strain and other chronic health risks. Although individual cases
remain limited, the exposure is broad and persistent across functions, suggesting significant long-term potential severity. This justifies
materiality despite a moderate likelihood.
Potential negative impact
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Workload demands during peak times
Recurring high workloads inherent to project-driven R&D may create stress, fatigue, and risks to well-being. The exposure affects
multiple teams during peak cycles, and unmanaged strain may impair performance and retention. Materiality arises from both the
severity of possible long-term effects and the systemic nature of the risk.
Potential negative impact
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S2 Workers in the value chain
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Gender-based role segregation and unequal treatment
Disparities in gender distribution across roles in Tier 1 manufacturing suppliers present a risk of unequal treatment. Factory-level jobs
tend to be filled by women, while higher-skilled or managerial roles show male overrepresentation. Although suppliers are certified to
ISO 9001 and provide skills training, internal assessments suggest that the work structure and career progression may perpetuate gender
imbalances. These patterns can result in constrained advancement opportunities and unequal access to compensation or training. This
may impact well-being, morale, and the right to equal treatment.
Potential negative impact
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Child and forced labor risks in raw material and Tier 2+ suppliers
Child and forced labor risks may arise in upstream raw-material supply chains and Tier 2+ suppliers due to limited transparency, weak
governance, and jurisdiction-specific vulnerabilities. In mining, smelting, and lower-tier manufacturing, children may be exposed to
hazardous tasks or educational disruption, and workers may face coercive practices such as excessive recruitment fees or document
retention. Nordic does not operate at these tiers, but the risk affects the value chain and may result in severe and lasting harm to
affected individuals.
Potential negative impact
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Impacts on migrant workers’ rights at Tier 1 suppliers
Migrant workers at Tier 1 suppliers may face heightened vulnerability due to recruitment practices, employment conditions, and
employer-provided accommodation in certain jurisdictions. Documented risks include forced-labor indicators such as excessive
recruitment fees, retention of identity documents, restricted movement, and coercive practices, as well as inadequate or overcrowded
living conditions affecting health, privacy, and dignity. These risks can cause severe and sometimes lasting harm to affected workers’
fundamental rights. While Nordic does not directly control Tier 1 operations, these risks occur within the upstream value chain and are
addressed through RBA-based requirements, supplier assessments, and corrective action follow-up.
Potential negative impact
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Safe and fair working risks in upstream and Tier 2+ facilities
Workers in upstream supply chains may face unsafe or unfair working conditions due to hazardous mining and smelting environments,
excessive working hours, low wages, or insecure employment arrangements at Tier 2+ supplier facilities. These risks are heightened in
jurisdictions with weak labor protections, limited enforcement, and reliance on migrant or temporary workers. Nordic does not control
upstream operations directly, but sourcing activities may be linked to such conditions. The risks are addressed through RBA-aligned
supplier requirements, responsible minerals due diligence, and, where feasible, cascading expectations to lower-tier suppliers.
Potential negative impact
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Safe and fair working risks at Tier 1 suppliers
Workers at Tier 1 suppliers may face unsafe or unfair working conditions, including insecure employment arrangements, excessive
working hours, physically strenuous tasks, and limited labor protections. These risks are heightened in jurisdictions with weaker labor
enforcement or reliance on migrant/contracted labor. While Nordic does not directly control these suppliers, sourcing and logistics
activities may be linked to such practices. Nordic addresses these risks through RBA-aligned requirements, supplier assessments, and
cascading expectations.
Potential negative impact
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S4 Consumers and end-users
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Enabling sustainable applications through low-energy connectivity
Nordic’s low-energy connectivity technology enables a wide range of sustainable applications across sectors such as agriculture,
healthcare, environmental monitoring, tracking, and measurement. By supporting devices that enhance access to information, improve
resource efficiency, and reduce operational costs, Nordic contributes to positive environmental and social outcomes for end-users and
customers. These benefits are realized through the downstream integration of Nordic-enabled products into connected solutions that
deliver measurable sustainability gains.
Actual positive impact
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Financial risks related to end-user privacy and information impacts
Failures in end-user privacy or personal data protection in downstream products using Nordic technology may create financial and
reputational risks. While Nordic does not process consumer data directly, its components support applications that do. Inadequate
safeguards, unauthorized data use, or privacy-related incidents may undermine customer confidence, reduce demand, and affect long-
term revenue.
Risk
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Financial risks related to product-security information impacts
Vulnerabilities in devices using Nordic components may compromise product integrity, safety, or secure operation. Weaknesses such as
flawed encryption, inadequate patch management, or exploitable design elements could result in product recalls, regulatory actions,
and reputational damage. Customers in security-sensitive or regulated markets may switch to alternative suppliers following significant
vulnerabilities, leading to reduced revenue and long-term erosion of market share. Although Nordic does not control downstream device
architectures, product-security failures linked to Nordic technologies may result in material financial consequences.
Risk
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
G1 Business conduct
Material impacts, risks, and opportunities
Location in the
value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Cybersecurity incidents affecting data protection and business conduct
Cybersecurity incidents—such as data breaches, IP theft, or system disruptions—may expose personal information, disrupt customer
access to secure and reliable services, and affect confidence in Nordic’s business conduct. These events may compromise privacy rights,
cause stress and uncertainty for affected individuals, and disrupt business-critical operations and confidentiality. Preventive controls and
monitoring mechanisms are in place; however, residual risk persists due to the evolving threat landscape. Governance practices,
including clear expectations for ethical conduct and responsible information handling, help mitigate these risks.
Potential negative impact
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Potential impact related to whistleblower protection and retaliation
Whistleblower protection is important for maintaining transparency and accountability. Retaliation—whether direct or indirect—may
deter individuals from reporting concerns, leading to unaddressed misconduct and a decline in confidence in Nordic’s ethical
environment. Nordic maintains an external reporting channel and a non-retaliation policy, yet a residual risk remains that individuals
may experience adverse treatment. Governance structures, including leadership practices and expectations for respectful behavior,
support the effectiveness of these protection mechanisms.
Potential negative impact
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Financial risks arising from cybersecurity incidents
Cybersecurity failures—whether caused by external attacks or insider threats—may expose Nordic to material financial losses. Incidents
can lead to IP theft, data leaks, system downtime, and unauthorized access to sensitive information, triggering litigation, regulatory
scrutiny, remediation expenses, and operational disruption. Reputational damage and reduced customer confidence may further affect
revenue and long-term competitiveness. Although Nordic operates robust controls, including monitoring and access management, the
sophistication of external threat actors and the difficulty of detecting insider misuse sustain a residual level of financial exposure.
Risk
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Materiality assessment process
ESRS 2 IRO-1 Description of the processes to
identify and assess material impacts, risks, and
opportunities
This disclosure explains the process by which Nordic
identifies, assesses, and prioritizes impacts, risks, and
opportunities (IROs) based on their materiality. The method
determines which sustainability matters are reported in the
sustainability statement and follows the ESRS double-
materiality principles.
Process to identify and assess material IROs
Nordic conducts an annual Double Materiality Assessment
(DMA) covering the Group on a consolidated basis. The
2025 DMA was conducted using an ESRS-aligned digital
workflow (Position Green) to document scoring, rationales,
and outputs, replacing the Excel-based approach used in
2024. The process is designed to support traceability at the
disclosure-requirement level, comparative reporting, and
integration into Nordic’s Sustainability Reporting Process,
documented in the Quality Management System. The
transition to the Position Green workflow strengthened
documentation, traceability, and governance of the DMA
process but did not materially change the overall outcome
compared with the prior year.
Nordic’s own operations are office-based, with limited
direct environmental impacts. Most material IROs arise in
the upstream value chain and, to a lesser extent, in
downstream product use.
Methodologies and assumptions
For impact materiality, Nordic applies severity and
likelihood criteria aligned with ESRS 1 and operationalized
through configured scoring parameters, including:
■Negative impacts: Severity = (Scale + Scope +
Remediability) / 3
■Positive impacts: Severity = (Scale + Scope) / 2
■Human rights: the severity threshold is adjusted
downward by 0.5 before comparison with other
impacts as configured in the scoring model used for
the DMA
■Position Green’s native severity thresholds are applied
by likelihood level.
Impacts exceeding the combined severity–likelihood
threshold are classified as material.
For financial materiality, Position Green’s 5×5 matrix
assesses the magnitude of a potential financial effect
relative to its likelihood of occurrence. Items are classified
as financially material when their placement on the matrix
lies above the model’s diagonal materiality threshold,
meaning they combine at least a moderate likelihood with
a moderate-to-very-high financial effect, or a high-to-
almost-certain likelihood with even lower financial effects.
Key assumptions include:
■regulatory requirements applicable to first-wave CSRD
reporters, based on information available at the time of
reporting;
■consistency in calculation methodologies to enable
comparative reporting;
■reliance on supplier-provided information and third-
party assessment outputs (including RBA-aligned audit
information and supplier rating outputs, such as
EcoVadis, where applicable), internal systems, and
Subject Matter Expert (SME) judgment;
■group-wide coverage, including manufacturing
partners, suppliers, and downstream users.
Identification, assessment, prioritization, and monitoring
of impacts
Focus on heightened-risk areas
The process identifies geographies, business relationships,
and activities with elevated risk, including upstream
manufacturing (wafer fabrication, assembly/test), water-
intensive and energy-intensive processes in Asia and
Europe, and human-rights-relevant suppliers.
Own operations and business relationships
Nordic evaluates impacts arising from its own operations,
Tier 1 suppliers, critical component manufacturers, service
providers, distribution partners, and downstream product
use.
Stakeholder and expert consultation
Engagement is conducted through structured SME
interviews, RBA audit outcomes, supplier assessments,
internal workforce feedback (pulse surveys), and customer
inputs on sustainability expectations. External experts (for
example, Position Green) contribute to methodology and
climate-related impact evaluation.
Prioritization criteria
Negative impacts are prioritized based on relative severity
and likelihood. Positive impacts are prioritized based on
relative scale and scope. Human-rights impacts receive
heightened consideration, consistent with ESRS and OECD
due diligence standards. Materiality thresholds follow ESRS
1 guidance and are operationalized using Position Green’s
configured thresholds. SME rationales for each materiality
judgment are documented in Position Green.
Identification, assessment, prioritization, and monitoring
of financially material risks and opportunities
Connections between impacts, dependencies, risks, and
opportunities
The process examines how Nordic’s impacts and
dependencies (for example, reliance on carbon-intensive
manufacturing, water use, and secure supply chains) give
rise to financial risks and opportunities, including supply
disruption, cost changes, regulatory exposure, and
strategic market opportunities in low-power IoT.
Assessment criteria
Financial effects are assessed using Position Green’s
likelihood–magnitude thresholds, taking into account
revenue, costs, value chain continuity, operational impacts,
and reputational effects.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Prioritization relative to other risks
Sustainability-related risks are not yet integrated into
Nordic’s Enterprise Risk Management (ERM) framework. In
2025, sustainability risks were assessed through the DMA,
while corporate risks continued to be evaluated through
the ERM process. For the current reporting cycle, Nordic
verified that material sustainability-related risks identified in
the DMA are, where relevant, reflected in the Group’s
enterprise risk assessment (ERA). Further alignment
between the two frameworks is planned for future
reporting cycles.
Decision-making and internal control procedures
Decision-making follows defined steps in the Sustainability
Reporting Process:
■SME scoring and documentation in Position Green;
■quality assurance by the ESG Reporting Specialist;
■validation by the ESG Committee (all EMT members);
■oversight by the Audit Committee;
■Board approval prior to publication.
Controls include documented methodologies, review logs,
traceability documentation, and alignment with the
Group's internal-control principles.
Integration with risk management and overall
management processes
The DMA and the ERM framework remained largely
separate in 2025. Sustainability-related risks were assessed
using the DMA methodology, while corporate risks were
managed through Nordic’s established ERM processes.
During the year, Nordic performed a limited alignment
check to confirm consistency between material DMA risks
and relevant ERA entries. Beyond this consistency check,
no process integration was implemented in 2025.
Alignment between the two frameworks remains an
objective for future reporting cycles.
As described in GOV-5, material topics inform the focus of
internal controls, data-owner responsibilities, and reporting
lines across business units and central functions. Control
activities for sustainability reporting follow the same risk-
governance principles applied across Nordic’s broader
internal-control environment. They are escalated through
the ESG Committee, the EMT, the Audit Committee, and
the Board.
Opportunities identified through the DMA are considered
in management processes where relevant, including
product development, supply-chain planning, and the
Sustainability Strategy’s Products, People, and Production
building blocks.
Corrective actions and process improvements arising from
the DMA are tracked by responsible functions and
consolidated for review through the ESG Committee, with
escalation to the Audit Committee as required.
Input parameters and changes from the prior period
Key input parameters include DMA outputs, RBA audits,
supplier rating outputs (including EcoVadis where
applicable), supplier data, employee surveys, internal
governance documents, product information, and
regulatory updates. Updates are provided to relevant risk
owners during the ESG Committee’s regular reviews.
Changes introduced in 2025 include:
■adoption of Position Green’s DMA module;
■DR-level traceability for assurance;
■explicit year-over-year comparison with 2024 results;
■updated severity thresholds based on Position Green
methodology;
■consideration of updated strategy work, transition-plan
development, and enhanced data-collection
requirements arising from the 2025 reporting cycle.
The DMA was last updated in Q3 2025. The next full
revision is scheduled for Q3 2026, with annual monitoring
and interim updates as required.
All topical assessments (E1–E5 and G1) follow the process
described under ESRS 2 IRO-1, applying ESRS 1 severity-
likelihood criteria and Position Green’s materiality
thresholds. For E2–E5, Nordic applies a proportionate
ESRS-compliant assessment approach, aligned with the
DMA methodology, which draws on available supplier
information, audit outcomes, SME input, and Position
Green’s screening prompts. Nordic did not apply the TNFD
LEAP approach in 2025; screening was conducted using a
proportionate, ESRS-aligned approach based on available
data. The sections below outline only topic-specific
screening considerations, consultations, and outcomes.
ESRS 2 IRO-1-E1 Description of the process to identify and
assess material climate-related IROs
Impacts on climate change, in particular, GHG emissions
Nordic screens its activities and value chain to identify
actual and potential GHG-emission sources:
■Scope 1 and 2: energy use in Nordic’s office-based
facilities, including R&D workplaces;
■Scope 3: upstream emissions from wafer fabrication,
assembly/test operations, capital goods, and
purchased goods and services; downstream use of sold
products is assessed as not material in the DMA
for 2025.
Screening is based on internal energy usage data, supplier
disclosures, third-party assessment information (including
RBA-aligned audit information), and Position Green’s
emissions-calculation module. Nordic evaluates potential
drivers of future emissions, including changes in production
volumes, supplier base, energy sources, and technology
transitions.
Climate-related physical risks
Identification of climate-related hazards
Nordic identifies physical climate hazards over the short-,
medium-, and long-term, focusing on extreme weather and
water-stress-related hazards relevant to semiconductor
supply chains. The assessment screens for exposure in
Nordic’s own small office footprint and—more materially
—across upstream manufacturing locations in Southeast
Asia and Europe.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Exposure and sensitivity analysis
Nordic assesses exposure by considering geographic
vulnerability and local climate trends; supplier infrastructure
resilience; the sensitivity of wafer fabrication and
assembly/test operations to water stress and extreme
weather; and the availability of supplier business continuity
planning measures.
Nordic has not yet applied geospatial coordinate-based
modeling for physical risk assessment. Still, it intends to
refine the granularity of assessments in future cycles as
part of planned scenario analysis development.
Use of climate scenario analysis
Nordic has not yet conducted climate-related scenario
analysis. Accordingly:
■physical-risk identification has not yet been informed
by a range of scenarios;
■high-emission climate scenarios have not yet been
incorporated; and
■the planned scenario-analysis framework will align with
ESRS E1 and TCFD guidance and is expected to be
implemented in a later reporting cycle.
Climate-related transition risks and opportunities
Identification of transition events
Nordic identifies transition events over the short-, medium-,
and long-term, including regulatory requirements for
upstream decarbonization, renewable-energy availability in
manufacturing regions, customer expectations, technology
changes in semiconductor manufacturing, and associated
cost impacts.
Exposure and sensitivity analysis
Nordic assesses exposure to transition drivers based on the
concentration of production in regions with constrained
renewable energy supplies, the sensitivity of customer
expectations to suppliers’ decarbonization maturity,
potential cost implications of renewable energy sourcing,
and opportunities arising from Nordic’s product portfolio
that enable energy-efficient IoT solutions.
Incompatibility with a climate-neutral economy
Nordic identifies the following areas requiring significant
effort to align with a climate-neutral economy:
■reliance on wafer fabrication processes powered
largely by non-renewable electricity;
■high embedded (“locked-in”) emissions in upstream
production;
■supplier infrastructure limitations that delay renewable-
energy adoption.
Conclusion and next steps
The identification and assessment of climate-related IROs
in 2025 are based on Nordic’s DMA methodology
supplemented with climate-specific considerations under
ESRS E1. Nordic did not undertake scenario analysis in
2025. Future steps include developing a scenario-analysis
framework, increasing the granularity of physical risk
assessments, and further aligning supplier engagement
practices with the Climate Transition Plan. The TCFD-
aligned tables that follow provide an overview of the
transition and physical risks and opportunities identified
through this process, together with Nordic’s existing
resilience measures.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
TCFD disclosure
Nordic applies a structured approach to identifying climate risks and opportunities, aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) framework. In 2025, this
approach did not include scenario analysis.
Transition risks and opportunities related to the transition to a low-carbon economy
Risks
Opportunities
Policy and legal                                                                                                                     
Resource/Product energy efficiency                                                                       
Upstream decarbonization-related cost exposure:
Nordic faces financial risks from increased production costs driven by supplier decarbonization
measures and emerging climate-related regulations. As upstream partners, including wafer fabrication
foundries and assembly/test subcontractors, adopt renewable energy or low-carbon processes, costs
associated with manufacturing inputs are expected to increase. These changes may be triggered by
carbon pricing mechanisms, emission limits, renewable energy sourcing, or capital investments in
energy-efficient technologies, which are partially passed along the value chain. While these regulatory
shifts and supplier decarbonization measures aim to advance global climate goals, Nordic’s exposure
arises from its reliance on external manufacturing partners. With limited direct control over supplier
operations, Nordic faces indirect financial vulnerability from Scope 3 emissions associated with
purchased goods and services.
Nordic seeks to develop products with enhanced intelligence and energy efficiency, focusing on
reducing power consumption across successive product generations. Through low-power Internet of
Things (IoT) solutions, Nordic has an opportunity to contribute to solutions for energy efficiency and
energy management, attract new customers, and increase demand for its products. These present an
opportunity to capitalize on market demand for lower energy consumption in end-user devices and to
expand the energy-saving capabilities of its IoT solutions.
Opportunities in climate-resilient products:
Nordic has the opportunity to develop and market products and services that support climate-resilient
infrastructure. This could include climate-resilient technologies, such as smart sensors, cellular IoT, and
energy harvesting, as well as infrastructure designed to withstand extreme weather or changing
environmental conditions. Such innovation helps businesses prepare for climate risks, strengthen
customer relationships, and open new revenue streams. As more sectors recognize the importance of
resilience, demand for such solutions is expected to grow.
Technology                                                                                   
Energy source                                                                     
As a fabless company with outsourced production, the ability to adapt, invest, and support new energy-
saving and GHG-emissions-reduction technologies lies with its manufacturing suppliers. Nordic's
business model is not affected by technological shifts towards a low-carbon economy, allowing it to
benefit from these advancements without bearing the risks itself.
Nordic is working to increase the use of renewable energy and reduce GHG emissions in its offices. In its
European offices, most of the energy comes from renewable sources. More than 50% of its employees
work in energy-efficient buildings with green building certifications such as BREEAM and LEED.
Outsourced manufacturing partners are focused on implementing new energy-saving measures to
increase energy efficiency and the use of renewable energy in the production process.
Market                                                                                         
Semiconductor manufacturing consumes a significant amount of energy. The markets indicate rising
energy costs alongside growing demand for products with a low carbon footprint.
Nordic has taken actions to lower its carbon footprint by purchasing renewable energy verified by
Guarantees of Origin (GOO), International Renewable Energy Certificates (I-REC), Taiwan Renewable
Energy Certificates (T-REC), Renewable Energy Guarantees of Origin certificates (REGO), and
Renewable Gas Guarantees of Origin certificates (RGGO). In 2024, Nordic's science-based GHG
emission targets were approved by the Science Based Targets initiative (SBTi). As part of Nordic's long-
term strategy and to minimize the risk of losing market share, the SBTi targets aim to achieve net-zero
emissions by 2050.
Reputation                                                                                                                         
Taking environmental and climate change effects into account is crucial for Nordic's brand recognition.
Poor performance or increased concern/negative feedback about climate change and GHG emissions
could harm its brand value and lead to customer loss due to changing preferences and expectations
regarding climate change. Nordic's strategy involves engaging and maintaining close relationships with
suppliers, conducting annual carbon accounting, regularly reviewing operations, implementing GHG
reduction initiatives, and being transparent in reporting.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Physical risks related to climate change
Acute risks (event-driven)                                                                                                                 
Resilience                                                                                                                                                                                                                                                                   
Acute physical events from climate change could affect Nordic's manufacturing suppliers, especially
those in Southeast Asia, where tropical cyclones and floods could damage production facilities and
infrastructure. Such events are likely to impact suppliers' production capacity and delivery capability in
the short-to-medium term and may negatively affect Nordic's revenue.
Nordic has established a short- to medium-term strategy to reduce the risk of supply disruptions from
natural disasters. These are addressed in Nordic's enterprise risk assessment and business continuity
plans. In the short term, it maintains a reserve of wafers and finished products to operate under extreme
weather conditions and address any temporary shortage. To mitigate medium-term risk, Nordic uses a
dual-sourcing strategy to protect against widespread supply disruptions. To mitigate long-term risk, its
key manufacturing partners have their own business continuity plans to reduce such chronic risks.
Chronic risks (long-term shifts in climate patterns)                                                                         
Long-term changes and extreme variability in climate patterns, as well as events like droughts and
floods, can affect access to clean water and production capacity for Nordic’s manufacturing suppliers.
Such events can affect its ability to deliver products to customers and result in reduced/delayed
revenue. Nordic has already experienced water rationing in some of the countries where its
manufacturing suppliers operate.
ESRS 2 IRO-1-E2 Description of the process to identify and
assess material pollution-related IROs
Screening, methodologies, and assumptions
Nordic screens its operations and value chain to identify
actual and potential pollution-related IROs.
Screening incorporates:
■RBA audit results on environmental management,
chemical handling, air emissions, water discharge, and
waste controls;
■supplier assessment data and supplier rating outputs
relevant to the topic;
■supplier declarations covering RoHS, REACH, PFAS-free
qualification, and substances of very high concern;
■Nordic’s product design and material-
composition reviews;
■Position Green’s ESRS E2 screening prompts within the
Double Materiality module.
Consultation
Nordic’s pollution-related consultation processes focus on
engagement with:
■manufacturing suppliers, through RBA audits, supplier
self-assessments, and direct dialogue on hazardous
substances, chemical management, wastewater
treatment, and environmental-
performance expectations;
■supplier sustainability assessments and related
feedback loops, providing structured feedback loops
between Nordic and suppliers;
■internal SMEs from Quality, Supply Chain, Product,
and Compliance.
Nordic does not operate industrial facilities, and its office-
based operations do not create local community pollution
impacts. Supplier-level engagement remains the primary
mechanism for stakeholder consultation under ESRS E2.
Outcome of the assessment
The DMA identifies the following as material or of
heightened relevance for pollution-related IROs:
■upstream wafer-fabrication sites (Asia and Europe),
due to potential air emissions, wastewater discharge,
and hazardous-substance use;
■assembly/test facilities, due to chemical usage and
waste streams;
■business activities involving material-composition
management, design choices related to hazardous
substances, and PFAS-free qualification;
■packaging-related processes, where emerging
microplastic regulations may create new expectations.
Findings are recorded in Position Green and inform the
development of Nordic’s pollution-related monitoring and
supplier-engagement practices.
ESRS 2 IRO-1-E3 Description of the process to identify and
assess material water and marine resource-related IROs
Screening, methodologies, and assumptions
Nordic screens its operations and value chain to identify
actual and potential water- and marine-resources-related
IROs using:
■WWF Water Risk Filter to screen supplier geographies
at country, regional, and river-basin level (for example,
water stress, water scarcity, pollution indices), together
with qualitative operational-risk screening;
■RBA audit information on water use, wastewater
treatment, and environmental-management systems;
■supplier assessment data and supplier rating outputs
relevant to the topic;
■supplier environmental disclosures on water use, water-
stress exposure, and discharge practices;
■internal SME input from Quality, Supply Chain, and
Compliance;
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■Position Green’s ESRS E3 screening prompts within the
Double Materiality module.
Consultation
Nordic engages through RBA audits and supplier self-
assessments on water use and discharge, as well as
supplier sustainability assessments, related feedback loops,
and internal SMEs across Quality, Supply Chain, and
Compliance. Nordic does not operate industrial facilities
and therefore has no direct water- or marine-related
impacts on local communities from its own operations.
Supplier-level engagement remains the primary form of
consultation.
Outcome of the assessment
The DMA identifies as material or of heightened relevance:
■geographical areas: regions and river basins with
elevated water stress where key wafer-fabrication and
assembly/test suppliers operate;
■marine-interface sites: coastal supplier locations where
improper discharge could affect marine ecosystems;
■sectors/business segments: semiconductor wafer
fabrication (high withdrawal dependency) and
assembly/test (discharge sensitivity).
Nordic does not depend on marine-resource commodities
such as seafood or extracted marine products. Findings
are recorded in Position Green and inform Nordic’s
supplier engagement and water management
expectations.
ESRS 2 IRO-1-E4 Description of the process to identify and
assess material biodiversity- and ecosystems-related IROs
Screening, methodologies, and assumptions
Nordic screens its operations and value chain to identify
actual and potential biodiversity- and ecosystems-related
IROs using:
■RBA audit indicators on environmental management,
land-use interfaces, chemical use, and waste;
■supplier assessment data and supplier rating outputs
relating to habitat proximity and resource use;
■publicly available regional information on sensitive
habitats and protected areas;
■supplier environmental disclosures and internal SME
input on upstream processing activities;
■Position Green’s ESRS E4 screening prompts within the
Double Materiality module.
Supplier-specific geospatial data (e.g., exact coordinates or
detailed habitat maps) is unavailable. Nordic’s office-based
operations have no direct interface with natural habitats.
Consultation
Nordic engages with suppliers through RBA audits, supplier
sustainability assessments, related feedback loops, and
direct dialogue on environmental management
expectations. Nordic does not operate industrial or land-
intensive facilities and therefore has no direct impact on
biodiversity or local ecosystems. Engagement with
upstream suppliers remains the primary mechanism for
consultation and collaboration.
Outcome of the assessment
The 2025 DMA concludes that Nordic does not have
material biodiversity- or ecosystems-related IROs under
ESRS E4. This conclusion reflects:
■the office-based nature of Nordic’s own operations and
the absence of identified sites in or near biodiversity-
sensitive areas;
■no biodiversity-specific mitigation measures identified
as necessary based on available information for the
reporting period for Nordic’s own operations or known
supplier sites;
■the lack of material dependencies beyond general
freshwater availability;
■absence of downstream biodiversity interfaces in
Nordic’s product lifecycle.
Nordic will continue to refine its assessment as upstream
environmental data maturity increases.
ESRS 2 IRO-1-E5 Description of the process to identify and
assess material resources and circular economy-
related IROs
Screening, methodologies, and assumptions
Nordic screens its operations and value chain to identify
actual and potential resource- and circular-economy–
related IROs using:
■supplier environmental disclosures, including RoHS/
REACH declarations, PFAS-free qualification status, and
material-composition data;
■RBA audit information on material use, waste handling,
chemical management, and resource efficiency;
■supplier assessment data and supplier rating outputs
on resource use and waste;
■internal SME input from Quality, Supply Chain, and
Compliance;
■Position Green’s ESRS E5 screening prompts within the
Double Materiality module.
Nordic does not currently use Environmental Footprint (EF)
methods, Material Flow Analysis (MFA), or mass-balance
modelling. Screening is therefore qualitative and
proportionate, relying on available supplier data and
process-level information.
Consultations
Nordic engages with suppliers through RBA audits,
environmental-survey processes, and direct dialogue on
resource use and waste management. Nordic’s own
operations do not have community-level impacts on
resource use or circularity. Supplier-level engagement
remains the primary mechanism for consultation and
collaboration.
Outcomes of the assessment
The DMA identifies resource- and circular-economy–
related IROs primarily in the upstream value chain. Key
themes include reliance on non-renewable and critical
materials; challenges related to material complexity and
recyclability; upstream waste-management practices and
hazardous-waste handling; risks associated with regulatory
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
change; material scarcity and supply-chain concentration;
and opportunities linked to resource efficiency, improved
supplier practices, and design considerations. Findings are
documented in Position Green and will be revisited as
supplier data and circular-economy expectations evolve.
ESRS 2 IRO-1-G1 Description of the process to identify and
assess material business-conduct and corporate-culture-
related IROs
Screening of locations, activities, sectors, and transaction
structures
To identify actual and potential business-conduct-related
IROs, Nordic applies the four criteria required under ESRS
G1:
Location assessment
Nordic screens the geographical locations in which it
operates and sources, taking into account regulatory
corruption risks, local business conduct, human rights risks,
and geopolitical stability. The screening is updated at least
annually and whenever new markets are entered. Higher-
risk locations trigger enhanced due diligence and
monitoring requirements.
Activity analysis
Nordic evaluates core business activities for business
conduct exposure, focusing on procurement, supplier
engagement, and third-party interactions, as well as the
handling of confidential information and integrity risks
related to sales and contract negotiations. Position Green’s
G1 assessment prompts guide the classification of activities
against materiality thresholds.
Sector evaluation
Nordic assesses semiconductor-sector-specific risks,
including intellectual property protection, export control
exposure, and ethical conduct expectations embedded in
sector standards, such as the RBA. Sector developments
and customer requirements inform refinements to
the assessment.
Transaction-structure review
Contracts, partnerships, and high-risk transactions are
reviewed using a risk-based approach that considers
payment structures, use of intermediaries, due diligence
results, and contractual safeguards relating to ethical
conduct and grievance mechanisms.
Methodologies, assumptions, and tools
Nordic applies Position Green’s ESRS G1 assessment
prompts. It uses internal governance documents (including
the Code of Conduct and Supplier Code of Conduct), RBA
audit indicators, and supplier ethics and business-conduct
assessment metrics as information inputs for the screening.
The assessment is further informed by SME input from
Legal & Compliance, People & Culture, Supply Chain,
Quality, and Information Security. Screening is qualitative
and proportionate to Nordic’s operational footprint.
Assessment of impacts, risks, and opportunities
Nordic evaluates impacts, risks, and opportunities using
ESRS 1 severity-likelihood principles and Position Green’s
financial-materiality matrix. This includes impacts arising
from unethical behavior or control weaknesses, risks
associated with supplier misconduct or labor rights
breaches, and opportunities to enhance due diligence
processes, supplier engagement, and internal culture.
Consultations
Nordic consults with relevant stakeholders through supplier
engagement mechanisms, including RBA audits, supplier
sustainability assessments, related feedback loops, and
direct interactions on business conduct expectations.
Internal consultation occurs through employee pulse
surveys, grievance and whistleblowing channels, and cross-
functional discussions. As Nordic’s operations are office-
based and do not have community-level business conduct
impacts, no community-level consultations were identified
as necessary in 2025.
Outcome of the assessment
The DMA identifies business-conduct-related IROs primarily
in the upstream value chain and in Nordic’s internal
governance processes. Themes include corruption-
exposure risks in certain geographies, sector-related ethical
expectations, labor-practice risks at supplier sites, and
considerations linked to integrity and workplace behavior.
Findings are documented in Position Green and inform
Nordic’s governance and compliance activities.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
ESRS 2 IRO-2 Disclosure requirements in ESRS
covered by the business’s sustainability
statement
Process for determining material information
Nordic determines the content of its sustainability
statement based on the outcomes of its Double Materiality
Assessment (DMA). Disclosure requirements (DRs) are
included where the related sustainability topics are
assessed as material from an impact and/or financial
perspective.
Topics assessed as not material are omitted from the
sustainability statement, and the corresponding DRs are
therefore not disclosed. These omissions reflect the results
of the DMA and do not indicate the absence of impacts,
risks, or opportunities; rather, they indicate that such topics
did not meet the ESRS materiality criteria for the reporting
period.
For topics assessed as material, Nordic has assessed the
applicability of all relevant DRs and disclosed those that
are applicable, in accordance with ESRS requirements.
An overview of the DRs in Nordic’s sustainability statement,
following the materiality assessment, along with
corresponding page references, is provided below. A table
of data points derived from other EU legislation is provided
in Appendix B.
List of material DRs
Page number
ESRS 2 - General Disclosures
BP-1 General basis for preparation of the sustainability statement
Page 38
BP-2 Disclosures in relation to specific circumstances
Page 38
GOV-1 The role of the administrative, management, and supervisory bodies
Pages 39-41
GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management, and supervisory bodies
Page 41
GOV-3 Integration of sustainability-related performance in incentive schemes
Page 42
GOV-4 Statement on due diligence
Pages 43-44
GOV-5 Risk management and internal controls over sustainability reporting
Page 45
SBM-1 Strategy, business model, and value chain
Pages 46-47
SBM-2 Interests and views of stakeholders
Pages 48-49
SBM-3 Material impacts, risks, and opportunities, and their interaction with strategy and business model
Pages 50-58
IRO-1 Description of the processes to identify and assess material impacts, risks, and opportunities
Pages 59-60
IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement
Pages 67-74
E1 - Climate change
ESRS 2 GOV-3-E1 Integration of sustainability-related performance in incentive schemes
Page 42
E1-1 Transition plan for climate change mitigation
Pages 76-77
E1-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 78-79
ESRS 2 IRO-1-E1 Description of the processes to identify and assess material climate-related impacts, risks, and opportunities
Pages 60-61
E1-2 Policies related to climate change mitigation and adaptation
Page 79
E1-3 Actions and resources in relation to climate change policies
Pages 79-80
E1-4 Targets related to climate change mitigation and adaptation
Pages 81-83
E1-5 Energy consumption and mix
Page 83
E1-6 Gross Scopes 1, 2, 3, and Total GHG emissions
Pages 84-87
E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities
Page 87
E2 - Pollution
E2-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 88-89
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List of material DRs
Page number
ESRS 2 IRO-1-E2 Description of the processes to identify and assess material pollution-related impacts, risks, and opportunities
Page 64
E2-1 Policies related to pollution
Pages 89-90
E2-2 Actions and resources related to pollution
Page 90
E2-3 Targets related to pollution
Pages 90-91
E2-5 Substances of concern and substances of very high concern
Page 91
E3 - Water and marine resources
E3-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Page 92
ESRS 2 IRO-1-E3 Description of the processes to identify and assess material water and marine resources-related impacts, risks, and opportunities
Page 64
E3-1 Policies related to water and marine resources
Pages 92-93
E3-2 Actions and resources related to water and marine resources
Page 93
E3-3 Targets related to water and marine resources
Page 93
E4 - Biodiversity and ecosystems
ESRS 2 IRO-1-E4 Description of the processes to identify and assess material biodiversity and ecosystem-related impacts, risks, and opportunities
Pages 64-65
E5- Resource use and circular economy
E5-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 94-95
ESRS 2 IRO-1-E5 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks, and opportunities
Page 65
E5-1 Policies related to resource use and circular economy
Page 95
E5-2 Actions and resources related to resource use and circular economy
Pages 95-96
E5-3 Targets related to resource use and circular economy
Page 96
E5-4 Resource inflows
Pages 96-98
E5-5 Resource outflows
Page 98
S1- Own workforce
ESRS 2 SBM-2-S1 Interests and views of stakeholders
Page 49
S1-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 104-105
S1-1 Policies related to own workforce
Page 106
S1-2 Processes for engaging with own workforce and workers' representatives about impacts
Pages 106-107
S1-3 Processes to remediate negative impacts and channels for the own workforce to raise concerns
Page 107
S1-4 Taking action on material impacts on own workforce, approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those
actions
Page 108
S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Pages 108-109
S1-6 Characteristics of the undertaking’s employees
Pages 109-111
S1-7 Characteristics of non-employees in the undertaking’s own workforce
Page 112
S1-9 Diversity metrics
Page 112
S1-13 Training and skills development metrics
Page 112
S1-14 Health and safety metrics
Page 112
S1-15 Work-life balance metrics
Page 112
S1-16 Remuneration metrics (pay gap and total remuneration)
Pages 112-113
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
List of material DRs
Page number
S1-17 Incidents, complaints, and severe human rights impacts
Page 113
S2- Workers in the value chain
ESRS 2 SBM-2-S2 Interests and views of stakeholders
Page 49
S2-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 114-115
S2-1 Policies related to value chain workers
Page 115
S2-2 Processes for engaging with value chain workers about impacts
Pages 115-116
S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns
Page 116
S2-4 Taking action on material impacts on value chain workers, approaches to managing material risks and pursuing material opportunities related to value chain workers, and the effectiveness
of those actions
Pages 116-117
S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Page 117
S4- Consumers and End-users
ESRS 2 SBM-2-S4 Interests and views of stakeholders
Page 49
S4-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 119-120
S4-1 Policies related to consumers and end-users
Page 120
S4-2 Processes for engaging with consumers and end-users about impacts
Page 120
S4-4 Taking action on material impacts on consumers and end-users, approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and the
effectiveness of those actions
Page 121
S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Pages 121-122
G1 - Business Conduct
G1-ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Pages 124-125
ESRS 2 GOV-1-G1 The role of the administrative, management, and supervisory bodies
Page 41
ESRS 2 IRO-1-G1 Description of the processes to identify and assess material business conduct and corporate culture-related impacts, risks, and opportunities
Pages 65-66
G1-1 Business conduct policies and corporate culture
Pages 125
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ESRS 2 Appendix B: List of datapoints in cross-cutting and topical standards that derive from other EU legislations
Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS 2 GOV-1 Board’s gender
diversity paragraph 21 (d)
Indicator number 13 of Table #1
of Annex 1
Commission Delegated
Regulation (EU) 2020/1816,
Annex II
Material
Page 40
ESRS GOV-1 Percentage of board
members who are independent
paragraph 21 (e)
Delegated Regulation (EU)
2020/1816, Annex II
Material
Page 40
ESRS 2 GOV-4 Statement on due
diligence paragraph 30
Indicator number 10 Table #3 of
Annex 1
Material
Pages 43-44
ESRS 2 SBM-1 Involvement in
activities related to fossil fuel
activities paragraph 40 (d) i
Indicator number 4 Table #1 of
Annex 1
Article 449a Regulation (EU) No
575/2013: Commission
Implementing Regulation (EU)
2022/2453 Table 1: Qualitative
information on Environmental risk
and Table 2: Qualitative
information on Social risk
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to chemical
production paragraph 40 (d) ii
Indicator number 9 Table #2 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to controversial
weapons paragraph 40 (d) iii
Indicator number 14 Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1818, Article 12(1) Delegated
Regulation (EU) 2020/1816,
Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to cultivation
and production of tobacco
paragraph 40 (d) iv
Delegated Regulation (EU)
2020/1818, Article 12(1) Delegated
Regulation (EU) 2020/1816,
Annex II
Not material
ESRS E1-1 Transition plan to reach
climate neutrality by 2050
paragraph 14
Regulation (EU) 2021/1119, Article
2(1)
Material
Page 76
ESRS E1-1 Undertakings excluded
from Paris-aligned Benchmarks
paragraph 16 (g)
Article 449a Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 1: Banking
book Climate Change transition
risk: Credit quality of exposures
by sector, emissions, and residual
maturity
Delegated Regulation (EU)
2020/1818, Article 12.1 (d) to (g),
and Article 12.2
Material
Pages 76-77
ESRS E1-4 GHG emission
reduction targets paragraph 34
Indicator number 4 Table #2 of
Annex 1
Article 449a Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3: Banking
book – Climate change
transition risk: alignment metrics
Delegated Regulation (EU)
2020/1818, Article 6
Material
Pages 81-83
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Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS E1-5 Energy consumption
from fossil sources disaggregated
by sources (only high climate
impact sectors) paragraph 38
Indicator number 5 Table #1 and
Indicator n. 5 Table #2 of Annex
1
Not material
ESRS E1-5 Energy consumption
and mix paragraph 37
Indicator number 5 Table #1 of
Annex 1
Material
Page 83
ESRS E1-5 Energy intensity
associated with activities in high
climate impact sectors
paragraphs 40 to 43
Indicator number 6 Table #1 of
Annex 1
Not material
ESRS E1-6 Gross Scope 1, 2, 3,
and Total GHG emissions
paragraph 44
Indicators number 1 and 2 Table
#1 of Annex 1
Article 449a; Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 1: Banking
book – Climate change
transition risk: Credit quality of
exposures by sector, emissions.
and residual maturity
Delegated Regulation (EU)
2020/1818, Article 5(1), 6 and 8(1)
Material
Pages 84-85
ESRS E1-6 Gross GHG emissions
intensity paragraphs 53 to 55
Indicator number 3 Table #1 of
Annex 1
Article 449a Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3: Banking
book – Climate change
transition risk: alignment metrics
Delegated Regulation (EU)
2020/1818, Article 8(1)
Material
Page 85
ESRS E1-7 GHG removals and
carbon credits paragraph 56
Regulation (EU) 2021/1119, Article
2(1)
Not material
ESRS E1-9 Exposure of the
benchmark portfolio to climate-
related physical risks paragraph
66
Delegated Regulation (EU)
2020/1818, Annex II Delegated
Regulation (EU) 2020/1816,
Annex II
Not material
ESRS E1-9 Disaggregation of
monetary amounts by acute and
chronic physical risk paragraph
66 (a) ESRS E1-9 Location of
significant assets at material
physical risk paragraph 66 (c).
Article 449a Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 paragraphs 46 and
47; Template 5: Banking book -
Climate change physical risk:
Exposures subject to physical risk.
Not material
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Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS E1-9 Breakdown of the
carrying value of its real estate
assets by energy-efficiency
classes paragraph 67 (c).
Article 449a Regulation (EU) No
575/2013; Commission
Implementing Regulation (EU)
2022/2453 paragraph 34;
Template 2: Banking book -
Climate change transition risk:
Loans collateralized by
immovable property - Energy
efficiency of the collateral
Not material
ESRS E1-9 Degree of exposure of
the portfolio to climate-related
opportunities paragraph 69
Delegated Regulation (EU)
2020/1818, Annex II
Not material
ESRS E2-4 Amount of each
pollutant listed in Annex II of the
E-PRTR Regulation (European
Pollutant Release and Transfer
Register) emitted to air, water,
and soil, paragraph 28
Indicator number 8 Table #1 of
Annex 1 Indicator number 2 Table
#2 of Annex 1 Indicator number 1
Table #2 of Annex 1 Indicator
number 3 Table #2 of Annex 1
Not material
ESRS E3-1 Water and marine
resources paragraph 9
Indicator number 7 Table #2 of
Annex 1
Material
Pages 92-93
ESRS E3-1 Dedicated policy
paragraph 13
Indicator number 8 Table 2 of
Annex 1
Not material
ESRS E3-1 Sustainable oceans
and seas paragraph 14
Indicator number 12 Table #2 of
Annex 1
Not material
ESRS E3-4 Total water recycled
and reused paragraph 28 (c)
Indicator number 6.2 Table #2 of
Annex 1
Not material
ESRS E3-4 Total water
consumption in m^3 per net
revenue on own operations
paragraph 29
Indicator number 6.1 Table #2 of
Annex 1
Not material
E4-ESRS 2 SBM-3 paragraph 16
(a) i
Indicator number 7 Table #1 of
Annex 1
Not material
E4-ESRS 2 SBM-3 paragraph 16
(b)
Indicator number 10 Table #2 of
Annex 1
Not material
E4-ESRS 2 SBM-3 paragraph 16
(c)
Indicator number 14 Table #2 of
Annex 1
Not material
ESRS E4-2 Sustainable land/
agriculture practices or policies
paragraph 24 (b)
Indicator number 11 Table #2 of
Annex 1
Not material
ESRS E4-2 Sustainable oceans/
seas practices or policies
paragraph 24 (c)
Indicator number 12 Table #2 of
Annex 1
Not material
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS E4-2 Policies to address
deforestation paragraph 24 (d)
Indicator number 15 Table #2 of
Annex 1
Not material
ESRS E5-5 Non-recycled waste
paragraph 37 (d)
Indicator number 13 Table #2 of
Annex 1
Not material
ESRS E5-5 Hazardous waste and
radioactive waste paragraph 39
Indicator number 9 Table #1 of
Annex 1
Not material
ESRS 2 SBM2-S1 Risk of incidents
of forced labor paragraph 14 (f)
Indicator number 13 Table #3 of
Annex I
Not material
ESRS 2 SBM2-S1 Risk of incidents
of child labor paragraph 14 (g)
Indicator number 12 Table #3 of
Annex I
Not material
ESRS S1-1 Human rights policy
commitments paragraph 20
Indicator number 9 Table #3, and
Indicator number 11 Table #1 of
Annex I
Material
Page 106
ESRS S1-1 Due diligence policies
on issues addressed by the
fundamental International Labour
Organization Conventions 1 to 8,
paragraph 21
Delegated Regulation (EU)
2020/1816, Annex II
Material
Page 106
ESRS S1-1 Processes and
measures for preventing
trafficking in human beings
paragraph 22
Indicator number 11 Table #3 of
Annex I
Material
Page 106
ESRS S1-1 Workplace accident
prevention policy or management
system paragraph 23
Indicator number 1 Table #3 of
Annex I
Material
Page 106
ESRS S1-3 Grievance/complaints
handling mechanisms paragraph
32 (c)
Indicator number 5 Table #3 of
Annex I
Material
Page 107
ESRS S1-14 Number of fatalities
and number and rate of work-
related accidents paragraph 88
(b) and (c)
Indicator number 2 Table #3 of
Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Material
Page 112
ESRS S1-14 Number of days lost
to injuries, accidents, fatalities, or
illness paragraph 88 (e)
Indicator number 3 Table #3 of
Annex I
Material
Page 112
ESRS S1-16 Unadjusted gender
pay gap paragraph 97 (a)
Indicator number 12 Table #1 of
Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Material
Page 112-113
ESRS S1-16 Excessive CEO pay
ratio paragraph 97 (b)
Indicator number 8 Table #3 of
Annex I
Material
Page 113
ESRS S1-17 Incidents of
discrimination paragraph 103 (a)
Indicator number 7 Table #3 of
Annex I
Material
Page 113
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS S1-17 Non-respect of UNGPs
on Business and Human Rights
and OECD Guidelines paragraph
104 (a)
Indicator number 10 Table #1,
and Indicator n. 14 Table #3 of
Annex I
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818 Art 12
(1)
Material
Page 113
S2-ESRS 2 SBM-3 Significant risk
of child labor or forced labor in
the value chain paragraph 11 (b)
Indicators number 12 and 13
Table #3 of Annex I
Material
Pages 114-115
ESRS S2-1 Human rights policy
commitments paragraph 17
Indicator number 9 Table #3, and
Indicator n. 11 Table #1 of Annex 1
Material
Page 115
ESRS S2-1 Policies related to value
chain workers paragraph 18
Indicator number 11 and n. 4
Table #3 of Annex 1
Material
Page 115
ESRS S2-1 Non-respect of UNGPs
on Business and Human Rights
principles and OECD guidelines
paragraph 19
Indicator number 10 Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818, Art 12
(1)
Material
Page 115
ESRS S2-1 Due diligence policies
on issues addressed by the
fundamental International Labour
Organization Conventions 1 to 8,
paragraph 19
Delegated Regulation (EU)
2020/1816, Annex II
Material
Page 115
ESRS S2-4 Human rights issues
and incidents connected to its
upstream and downstream value
chain paragraph 36
Indicator number 14 Table #3 of
Annex 1
Material
Pages 116-17
ESRS S3-1 Human rights policy
commitments paragraph 16
Indicator number 9 Table #3 of
Annex 1, and Indicator number 11
Table #1 of Annex 1
Not material
ESRS S3-1 non-respect of UNGPs
on Business and Human Rights,
ILO principles, and OECD
guidelines paragraph 17
Indicator number 10 Table #1
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818, Art 12
(1)
Not material
ESRS S3-4 Human rights issues
and incidents paragraph 36
Indicator number 14 Table #3 of
Annex 1
Not material
ESRS S4-1 Policies related to
consumers and end-users
paragraph 16
Indicator number 9 Table #3, and
Indicator number 11 Table #1 of
Annex 1
Material
Page 120
ESRS S4-1 Non-respect of UNGPs
on Business and Human Rights
and OECD guidelines paragraph
17
Indicator number 10 Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II Delegated
Regulation (EU) 2020/1818, Art 12
(1)
Material
Page 120
ESRS S4-4 Human rights issues
and incidents paragraph 35
Indicator number 14 Table #3 of
Annex 1
Not material
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Disclosure requirement and
related datapoints
SFDR reference
Pillar 3 reference
Benchmark regulation reference
EU climate law reference
Material /
Non-material
Page number
ESRS G1-1 United Nations
Convention against Corruption
paragraph 10 (b)
Indicator number 15 Table #3 of
Annex 1
Material
Page 125
ESRS G1-1 Protection of whistle-
blowers paragraph 10 (d)
Indicator number 6 Table #3 of
Annex 1
Material
Page 125
ESRS G1-4 Fines for violation of
anti-corruption and anti-bribery
laws paragraph 24 (a)
Indicator number 17 Table #3 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II)
Not material
ESRS G1-4 Standards of anti-
corruption and anti-bribery
paragraph 24 (b)
Indicator number 16 Table #3 of
Annex 1
Not material
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Environment
Nordic acknowledges the environmental impact of its business operations and products on the planet and society.
Environmental responsibility and sustainability are integral to its long-term success. By producing energy-efficient
solutions, Nordic supports energy efficiency in downstream applications and contributes to climate-change mitigation
through its product portfolio.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E1: Climate change
Strategy
Climate change is an integral part of Nordic’s approach to
sustainability, shaping its strategic priorities and guiding
the sustainability targets it sets, with actions intended to
address long-term environmental challenges. In response
to climate change and global warming, Nordic is
committed to reducing its environmental impact and
conducting business in a way that supports the transition
to a sustainable, low-carbon future.
Nordic's strategic ambition is to reduce environmental
impact, take responsibility for climate impacts across its
organization and, where relevant, across its value chain,
and systematically manage its climate-related risks and
opportunities. To support accountability and structured
progress, Nordic has set targets aligned with the Science
Based Targets initiative (SBTi). Through the SBTi-validated
targets, Nordic's strategic ambition is to deliver progress
toward its 2030 targets for Scope 1, 2 and 3 GHG emission
reduction targets and shift towards net-zero GHG
emissions across its value chain by 2050. To drive towards
these targets, transition to renewable energy in its offices
will continue, alongside ongoing engagement with its
outsourced manufacturing suppliers to encourage
reductions in their own GHG emissions and climate impact.
Nordic also continues its collaboration with customers and
offers low-power solutions that help address climate
change challenges. The emissions reduction targets are
further explained in section E1-4: Targets related to climate
change mitigation and adaptation.
Nordic has not yet conducted a formal climate-related
scenario analysis. Climate risk identification in 2025 is
based on the Double Materiality Assessment and other
qualitative risk inputs. Nordic plans to develop and apply a
scenario-analysis framework in a later reporting cycle to
strengthen its assessment of resilience and to support
strategic decision-making.
E1-1 Transition plan for climate change mitigation
Nordic began formulating a transition plan to mitigate
climate change in 2024. The qualitative transition plan was
approved in 2025 by Nordic’s Executive Management
Team and the Board of Directors as part of the 2025
strategy. The plan is embedded in and aligned with its
overall strategy and annual business. It informs strategic
decision-making and operational initiatives. Financial
planning reflects relevant decarbonization initiatives
through dedicated budgets, supporting alignment with
Nordic's climate strategy. Funding is provided through
Nordic’s ordinary financial planning and budgets for
decarbonization-related initiatives; taxonomy-aligned
CapEx KPIs and related disclosures are presented in the
EU Taxonomy section in accordance with Commission
Delegated Regulation (EU) 2021/2178. The plan also
informs risk management and opportunity assessment,
supporting preparedness for transition-related risks in a
low-carbon economy. Governance structures, including
board-level oversight and executive management
accountability, ensure that progress against the transition
plan is monitored and reported.
The transition plan outlines the pathway to decarbonize its
value chain and achieve its SBTi-aligned GHG emission
reduction targets for 2030 and 2050. The plan aligns with
a 1.5°C pathway, as reflected in Nordic’s SBTi-validated
targets, with the Paris Agreement, and is consistent with
EU climate ambitions. The targets, covering scopes 1, 2,
and 3, are further explained in section E1-4.
To achieve the emission reduction targets, Nordic has
developed a transition plan that defines key
decarbonization levers and associated actions, as further
detailed in E1-3. Given that the vast majority of Nordic’s
emissions arise in the value chain, the transition plan
primarily focuses on Scope 3 decarbonization levers, as
outlined below:
■Engagement with manufacturing suppliers: maintaining
regular reporting and dialogue with manufacturing
partners to support realistic target-setting and to
monitor progress on their planned decarbonization
actions.
■Engagement with non-manufacturing suppliers:
implementing a reporting framework to improve data
quality, increase understanding of its suppliers’
practices, and support target setting.
■Engagement with customers: working collaboratively
with its customers to add leverage towards
manufacturing suppliers and their actions.
■Engagement with industry peers: participating in the
Semiconductor Climate Consortium to collaborate with
industry peers on addressing decarbonization
challenges and advancing collective climate action.
Scope 1 and 2 emissions are managed through operational
measures, including energy efficiency improvements and 
renewable energy sourcing.
The successful implementation of these decarbonization
levers relies on supplier cooperation and external market
factors, with Nordic focused on influencing, engaging, and
aligning stakeholders through value-chain and industry
initiatives. In 2025, progress focused on continued supplier
engagement, further development of supplier reporting
frameworks, participation in industry collaboration, and
continued renewable electricity sourcing for own
operations, as further described in E1-3.
Nordic is not excluded from the EU Paris-aligned
Benchmarks. The company does not conduct any activities
that would trigger exclusion under the regulation, including
involvement in controversial weapons, tobacco production,
or significant fossil-fuel-related operations. Nordic also
adheres to the UN Global Compact principles and the
OECD Guidelines for Multinational Enterprises, with no
identified violations.
Nordic does not currently identify any significant locked-in
GHG emissions for Scope 1 and 2. For emissions
associated with purchased goods and services from
manufacturing suppliers, even when orders for further
wafer production exist, these emissions are not considered
locked-in, as suppliers retain discretion to implement
measures to reduce the emission intensity of their
production processes.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Nordic does not currently assess these locked-in emissions
as jeopardizing the achievement of its GHG emission
reduction targets; the related transition risk is managed
primarily through supplier engagement and other
decarbonization measures described in E1-3.
The cumulative locked-in GHG emissions from the direct
use-phase of sold products have been calculated by
multiplying the 2025 product sales volume by the total
estimated direct-use-phase emissions over their expected
five-year lifetimes. The estimated locked-in emissions for
2025 are 3743 tCO2, compared to 3172 tCO2 in 2024.
As described in the EU Taxonomy section, Nordic has
limited taxonomy-relevant activities. For FY2025, Nordic
reports no taxonomy-aligned turnover, CapEx, or OpEx,
and taxonomy considerations are therefore not a primary
mechanism for implementing the transition plan; Nordic will
continue to monitor how taxonomy eligibility and
alignment may evolve over time in line with the EU
framework and the development of supporting evidence.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic's 2025 Double Materiality Assessment (DMA) identified the following impacts, risks, and opportunities related to climate change.
Climate Change Mitigation
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Reducing emissions from
customers using energy-efficient
technology
Actual positive impact
l
l
GHG emissions from energy use
and supplier operations
Actual negative impact
l
l
l
Upstream decarbonization-related
cost exposure
Risk
l
l
Climate Change Adaptation
Opportunities in climate-resilient
products
Opportunity
l
l
l
Nordic’s process for identifying and assessing material
climate-related impacts, risks, and opportunities is based
on the double materiality principle, applied across the
Group's own operations and value chain. Climate-related
material risks and opportunities are identified and assessed
through the DMA and related qualitative risk inputs, with
reference to the Group’s risk management processes
where relevant.
Climate change remains the most significant environmental
issue for Nordic and its stakeholders. Semiconductor
manufacturing is energy-intensive, and Nordic recognizes
the impacts and risks associated with energy dependency
and the contribution of GHG emissions to climate change.
While Nordic’s fabless business model limits direct
operational exposure and keeps climate-related risk
relatively low for its own operations, semiconductor
manufacturing remains energy-intensive. Nordic's
manufacturing partners are exposed to climate-related
challenges, including physical risks that vary by geographic
location, such as extreme weather, as well as transition
risks arising from regulatory changes and evolving industry
standards.
Through its materiality assessment, Nordic has identified
the climate-related material impacts, as detailed in the
table above. The TCFD disclosure under ESRS 2 IRO-1-E1
provides details on Nordic's climate-related risks and
opportunities for climate change mitigation
and adaptation.
Reducing emissions from customers using energy-efficient
technology
While Nordic’s path to net zero is ambitious and
challenging, its product innovations offer sustainable
opportunities. This informs both its strategic decisions and
R&D initiatives, guiding the development of its IoT portfolio
with ultra-low-power, energy-efficient solutions. When
integrated into customers' devices, Nordic’s low-power
technologies can reduce energy consumption during the
use phase compared with higher-power alternatives. The
extent of any resulting emissions reduction depends on the
customer’s end-product design, usage patterns, and
electricity mix. Nordic considers this an actual downstream
positive impact but does not quantify avoided emissions in
this reporting period.
GHG emissions from energy use and supplier operations
As a fabless company, Nordic’s direct energy use is
primarily associated with office operations, with GHG
emissions resulting from purchased electricity and heating.
Over 90% of this energy comes from renewable sources,
while a small portion comes from fossil fuels. Over 50% of
its employees work in green-certified offices, such as
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
BREEAM and LEED. This reflects its fabless business model
and supports its efforts to reduce operational emissions
through renewable energy sourcing and energy efficiency.
In contrast, semiconductor manufacturing is highly energy-
intensive, primarily due to electricity consumption, and is a
major contributor to Nordic’s Scope 3 emissions. As
external suppliers carry out these operations, they are
inherently linked to the company's fabless business model.
To address this, Nordic engages closely with key
manufacturing suppliers to define ambitious GHG
reduction targets, support the adoption of renewable
energy, and promote the implementation of energy-
efficient production practices. While many of its suppliers
are increasingly investing in renewable energy and low-
carbon technologies, production-related emissions remain
significant, and Nordic has limited control over suppliers’
energy choices. Mitigating these impacts requires a
combination of long-term strategic planning, active value
chain engagement, and continuous monitoring.
Impact, risk, and opportunity management
E1-2 Policies related to climate change mitigation and
adaptation
Nordic’s Climate Change Policy sets requirements for
responsible practices across the Group’s own operations
and value chain. The policy addresses all its identified
material IROs related to climate change, as disclosed in
the table for ESRS 2 SBM-3, and outlines the Group’s
approach and commitment to climate action. This includes
implementing measures for climate change mitigation
through GHG emissions reductions in line with SBTi targets,
and for climate change adaptation through assessing
climate risks and enhancing resilience to climate impacts.
The policy outlines Nordic’s approach to improving energy
efficiency and increasing the use of renewable energy in its
own operations. It also describes expectations for suppliers'
collaboration, sustainable sourcing practices, and ongoing
refinement of environmental management across its
business activities.
The Chief Executive Officer is responsible for the policy's
execution and its alignment with Nordic’s strategic goals.
The policy is reviewed annually by the Executive
Management Team.
The policy is available for all employees on Nordic’s
intranet and publicly available on Nordic’s website.
E1-3 Actions and resources in relation to climate
change policies
Nordic undertakes measures to reduce GHG emissions
across its value chain as part of its climate-related
commitments. Through its science-based targets validated
by SBTi in April 2024, Nordic's ambition is to reduce
absolute emissions and emission intensity to achieve near-
and long-term targets outlined in section E1-4.
Nordic's approach towards climate change mitigation
encompasses a diverse array of strategies, including
decarbonization levers, as listed in the following
paragraphs. These represent the key actions it has
undertaken during the reporting year, as well as the
planned actions intended to reduce its carbon footprint.
For example, Nordic engages with key suppliers on
emission-related topics and monitors their decarbonization
plans. Nordic also maintains dialogue with customers on
climate expectations, which informs its interactions with
manufacturing partners regarding their planned mitigation
measures.
Nordic reports achieved and expected GHG emission
reductions associated with its climate-related measures,
based on available calculation methodologies. It tracks
relevant emissions data to provide visibility into the effects
of these measures and to support transparent reporting. It
remains focused on achieving measurable reductions in
line with its targets. This supports monitoring of
performance over time and informs continuous
improvement efforts.
As of 2025, compared to 2019, Nordic's Scope 3 emissions
intensity (emissions per USD value added) has decreased
by 38%, while Scope 3 absolute emissions have increased
by 42%. Nordic expects an increase in Scope 3 absolute
emissions in the near future while achieving further
reductions in Scope 3 emissions intensity in line with its
science-based targets.
The implementation of Nordic’s climate change mitigation
actions does not require significant CapEx or OpEx
expenditure at this stage. Its ability to implement these
actions depends on the continuous availability and
strategic allocation of resources, including financial
investments, technological innovation, and collaboration
with its partners. Nordic aims to manage these resources
transparently and to support progress on climate
mitigation and adaptation.
Engagement with manufacturing suppliers
Due to the advanced, capital-intensive technologies
required for semiconductor fabrication, which are provided
by only a few manufacturing suppliers, such as TSMC and
GlobalFoundries, Nordic is limited in its choice of wafer
suppliers. Additionally, Nordic’s strict performance and
reliability standards for critical applications further narrow
the pool of qualified suppliers. As such, the key action for
reducing emissions from purchased goods and services is
to engage with its outsourced manufacturing suppliers,
which have the largest impact, accounting for roughly 70%
of its total GHG emissions.
The situation is similar when it comes to suppliers providing
outsourced semiconductor assembly and testing (OSAT).
Changing OSAT suppliers would be challenging because it
involves re-qualifying specialized processes, ensuring
consistent quality, and mitigating risks of supply chain
disruptions. Additionally, long-term partnerships, trust, and
tailored solutions developed with the existing supplier are
difficult to replicate quickly with a new partner. Engaging
with key suppliers is, therefore, a key action in this area as
well.
Engagement with the manufacturing suppliers is an
ongoing action and will continue long-term as Nordic
works towards its emission reduction targets.
Engagement with non-manufacturing suppliers
Nordic is implementing a structured third-party supplier
sustainability assessment framework (currently supported
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
by EcoVadis) to engage with non-manufacturing suppliers.
This framework aims to improve the quality and reliability
of supplier-provided data and enhance understanding of
suppliers’ practices and emission-reduction initiatives. By
systematically collecting and analyzing supplier
information, Nordic can monitor progress, identify risks and
opportunities, and strengthen collaboration to drive
emissions reductions.
Engagement with customers
Nordic collaborates with its customers to amplify climate
action across the value chain, particularly by influencing
manufacturing suppliers. Through this engagement, it
encourages suppliers to adopt practices that reduce
greenhouse gas emissions, improve energy efficiency, and
support the achievement of Nordic’s and its customers’
shared emission reduction and climate targets. This
collaborative approach helps extend the impact of its
climate strategy beyond its direct operations and drives
collective progress toward net-zero objectives.
Engagement with industry peers
In 2025, Nordic joined the Semiconductor Climate
Consortium (SCC) to collaborate with industry peers on
decarbonization challenges. Through this engagement, it
aims to contribute to the development of industry-wide
emission-reduction strategies and to advance collective
climate action. Participation in the SCC enables Nordic to
align efforts across the semiconductor sector and support
the achievement of shared sustainability goals.
Renewable electrification of own operations
To meet the scope 1 & 2 targets, Nordic remains committed
to purchasing renewable energy for its offices. By investing
in renewables, 92% of the energy purchased for Nordic’s
own operations in 2025 originated from renewable
sources. Compared to the 2019 baseline, this represents a
89% reduction in scope 2 market-based emissions.
Investing in renewable energy sourcing is integrated into its
financial planning, but it depends on the availability of
renewable energy instruments for countries where Nordic's
offices are located. By 2030, Nordic aims to reach 100% of
its electricity consumption from renewable ources.
Energy-efficient product design
Nordic is developing new products with advanced low-
power technologies, enabling devices to operate efficiently
while minimizing energy consumption. Focusing on
innovations such as optimized System-on-Chip (SoC)
designs and enhanced power management features helps
reduce the environmental impact of connected devices
across various applications. Advancing low-power solutions
is a priority for Nordic, and these technologies are
increasingly incorporated into its IoT product portfolio.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Metrics and targets
E1-4 Targets related to climate change mitigation
and adaptation
Screenshot 2025-02-06 at 14.44.41 (1).png
Nordic’s GHG emissions reduction targets and decarbonization
levers
In response to the contribution to climate change and
global warming, Nordic is committed to reducing GHG
emissions in line with the science-based targets set by the
SBTi. These targets were developed in collaboration with
Nordic's Quality and Supply Chain departments and
approved by the Executive Management Team. The
targets support the Group's climate change policy
objectives by translating GHG reduction commitments into
measurable targets.
In April 2024, Nordic's science-based targets were
validated by SBTi. Through these targets, and as part of its
emissions roadmap, Nordic is committed to reducing
absolute GHG emissions across Scopes 1 and 2 by 60%
and Scope 3 emission intensity by 60% by 2030 from a
2019 base year, with ongoing reductions every decade,
aiming for net-zero emissions by 2050. Nordic will prioritize
decarbonization through direct emissions reductions.
Nordic plans to neutralize residual emissions in line with
SBTi criteria before reaching net-zero emissions by 2050.
Nordic has selected 2019 as the year for its science-based
targets in accordance with SBTi criteria. The baseline value
reflects the full scope of relevant activities, including all
relevant emission sources across Scope 1, 2, and 3, and
accounts for changes in production volumes and energy
sourcing.
Purchasing renewable energy for its offices is a significant
factor in achieving its Scope 1 and 2 GHG emission
reduction targets by 2030. By transitioning to renewable
energy sources, Nordic can significantly reduce its
dependence on fossil fuels. This leads to a direct reduction
in emissions associated with its energy consumption,
helping Nordic meet its Scope 1 and 2 GHG emission
reduction targets. In 2025, Nordic's Scope 1 and 2
emissions accounted for 0.1% of its total emissions. Relative
to the 2019 base year, Nordic's Scope 1 and 2 emissions
have decreased by 89% in 2025, well beyond the 60%
target.
Nordic aims to reduce its Scope 3 emissions intensity by
60% from the 2019 baseline year by 2030. It is essential
that targets based on a baseline accurately reflect the
activities included and consider the potential impacts of
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
external factors. This is why Nordic is committed to
updating its targets at the latest five years after setting the
initial target, in line with SBTi criteria.
By taking future developments into account, Nordic has set
targets based on emission intensity. This approach allows
the targets to be adjusted in line with developments in
Nordic’s business model, including new technologies and
factors that may affect future emissions as the business
evolves. Together with an annually updated climate risk
assessment, it supports evaluation of future developments
that could impact Nordic, as well as to understand the
influence of Nordic’s activities on those developments.
Scope 3 emissions from Nordic's outsourced manufacturing
account for about 70% of its total emissions, compared to
74% in 2024. Many of Nordic's manufacturing suppliers are
already transitioning to renewable energy and adopting
new technologies to reduce emissions, yet manufacturing
emissions remain significant. This underscores the need for
continued engagement with manufacturing suppliers to
address production-related GHG emissions collaboratively
and support Nordic's efforts to achieve its emission-
reduction targets.
Due to increased production activities with its
manufacturing suppliers, Nordic anticipates an increase in
absolute Scope 3 emissions until renewable energy
availability improves in the countries where its suppliers are
located, while still reducing Scope 3 emissions intensity.
Nordic's GHG emission reduction targets are monitored
through structured processes. Nordic collects energy and
emissions data from its own operations and supply chain
and assesses the progress against its 2019 GHG emission
baseline levels and emission reduction targets. The
performance and metrics related to Nordic's GHG emission
reduction targets are regularly reviewed in management
meetings.
Target identifier
Scope
Baseline
Target
Year
Value
Unit
Year
Reduction
Target value
Unit
Absolute max value (tons CO2e)
NT ABS1
Scope 1+2 (market-based)
2019
717
tons CO2e
2030
60%
287
tons CO2e
287
NT INT1
Scope 3 (all categories)
2019
692
tons CO2e per MUSD value added*
2030
60%
277
tons CO2e per MUSD value added*
0
LT ABS1
Scope 1+2+3
2019
79577
tons CO2e
2050
90%
7958
tons CO2e
7958
NZ
Scope 1+2+3
2019
79577
tons CO2e
2050
100%
0
tons CO2e
0
Nordic's science-based GHG emission targets *Value added calculated as: value added = sales revenue—the cost of goods and services purchased from external suppliers.
E1-5 Energy consumption and mix
Energy consumption and mix
Comparative (2024)
2025
Total electricity consumption from fossil sources (MWh)
53
117
Share of fossil sources in total energy consumption (%)
0.8
2
Total electricity consumption from nuclear sources (MWh)
5
8
Share of consumption from nuclear sources in total energy consumption (%)
0.1
0.1
Total heating from non-renewable sources (MWh)
279
336
Total non-renewable energy consumption (MWh)
337
461
Fuel consumption for renewable sources, including biomass (MWh)
0
0
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh)
6487
5352
Consumption of self-generated non-fuel renewable energy (MWh)
43
72
Total renewable energy consumption (MWh)
6530
5424
Share of renewable sources in total energy consumption (%)
95
92
Total energy consumption (MWh)
6867
5885
Energy consumption per revenue (MWh/MUSD)
12.6
8.8
Energy consumption overview
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E1-6 Gross Scopes 1, 2, 3, and Total GHG emissions
Nordic's approach to measuring GHG emissions follows
the European Sustainability Reporting Standards (ESRS),
and, according to ESRS, uses guidance from the
Greenhouse Gas Protocol (ghgprotocol.org). Applying the
GHG protocol principles supports Nordic in accounting for
relevant GHG emissions and in preparing GHG disclosures
that follow a consistent methodological approach.
Nordic reports its GHG emissions across all three scopes.
To consolidate emissions in the GHG inventory, Nordic has
used the operational control approach outlined in the
GHG Protocol. The GHG inventory covers Nordic's own
operations and relevant upstream and downstream value
chain categories. The base year for reporting is 2019.
In 2025, Nordic refined its GHG emissions inventory
methodology and excluded emissions related to Scope 3
Category 8 (Upstream leased assets). The associated
emissions from leased facilities, machinery, and equipment
are already accounted for under Scope 2. Therefore, to
avoid double-counting, Category 8 has been removed
from Nordic's Scope 3 disclosures. This adjustment aligns
the reporting boundary with the operational control
approach, in line with applicable methodological guidance.
Nordic recalculates its base year emissions when changes
or corrections in the reporting year result in a decrease or
increase of 5% or more in the base year emissions for the
relevant scopes (Scopes 1–3). In the 2019 base year, Scope
3 Category 8 accounted for less than 0.5% of total Scope
3 emissions. As the exclusion of Scope 3 Category 8 from
the 2025 GHG inventory has an impact below the 5%
recalculation threshold, the base year emissions remain
unchanged.
Nordic's GHG emissions data originates from Nordic's own
data sources and data received from its manufacturing
suppliers. For some Scope 3 emission categories (especially
categories 10-12), Nordic used estimates to calculate
emissions, as detailed in the Scope 3 categories below. A
more detailed description of the value chain is included
under SBM-1 Strategy, business model, and value chain.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
GHG emissions for the period 2025-01-01 to 2025-12-31
Retrospective
Milestones and target years
Base year
(2019)
Comparative
(2024)
2025
% 2025/
2024 - 1
2026
2030
2050
Annual %
target / Base
year
Scope 1 GHG emissions
Gross scope 1 GHG emissions (tCO2eq)
0,7
0
0
0%
0.5
0
0
0%
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)
0%
0%
0%
0%
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions (tCO2eq)
324
1352
1104
(19)%
Gross market-based Scope 2 GHG emissions (tCO2eq)
717
41
79
93%
443
287
72
5%
Significant Scope 3 GHG emissions
Total gross indirect (Scope 3) GHG emissions (tCO2eq)
78860
95870
111782
17%
7886
5%
1. Purchased Goods and Services
59371
84201
91187
8%
2. Capital goods
13593
5183
13393
158%
3. Fuel- and energy-related activities (not included in Scope 1 or Scope 2)
38
43
96
129%
4. Upstream transportation and distribution
101
87
83
(4)%
5. Waste generated in operations
2
3
1
(78)%
6. Business travel
1896
1128
1852
64%
7. Employee commuting
205
413
421
2%
8. Upstream Leased Assets
198
341
-
-
9. Downstream transportation and distribution
1005
1122
794
(29)%
10. Processing of sold products
149
155
187
20%
11. Use of sold products
2279
3172
3743
18%
12. End-of-life treatment of sold products
21
22
25
14%
13. Downstream leased assets
-
-
14. Franchises
-
-
15. Investments
-
-
Total GHG emissions
Total GHG emissions (location-based) (tCO2eq)
79185
97222
112886
16
Total GHG emissions (market-based) (tCO2eq)
79577
95911
111861
17
7958
Nordic’s GHG inventory. Each scope and category is explained in the following paragraphs.
GHG intensity per net revenue
Comparative (2024)
2025
% 2025/2024-1
Total GHG emissions (location-based) per net revenue (tCO2eq/USD 1000)
0.190
0.169
(11)%
Total GHG emissions (market-based) per net revenue (tCO2eq/USD 1000)
0.188
0.168
(11)%
Nordic's GHG emission intensity per revenue. The revenue used for calculating GHG emissions intensity: 511,415 USD 1000 for 2024, 667,619 USD 1000 for 2025. This corresponds to the revenue reported in the 2024
and 2025 financial statements.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Scope 1 emissions
Scope 1 emissions are reported in accordance with the
GHG Protocol Corporate standard. Nordic's Scope 1
emissions include all direct emissions from the Group and
its operations. As a fabless semiconductor company,
Nordic controls and owns very few GHG sources. Scope 1
emissions are minor and generated only in abnormal
situations. Data for Scope 1 emissions is collected annually
through service reports from the 3rd party service provider.
Emissions are calculated using IPCC emission factors. In
2025, Nordic's Scope 1 emissions were 0 tCO2eq (2024: 0
tCO2eq).
Scope 2 emissions
Nordic reports Scope 2 emissions in accordance with the
GHG Protocol Corporate Standard and Scope 2 Guidance.
Nordic's Scope 2 emissions include indirect GHG emissions
from consumed electricity and heating in offices. Data on
energy consumption is collected from Nordic offices
globally. Emissions are calculated using location-based
and market-based methods. Emission factors are derived
from established sources, such as countries' government
websites, the Association of Issuing Bodies (AIB), and,
where applicable, directly from energy providers.
In 2025, Nordic purchased renewable energy for its offices,
verified by Guarantees of Origin (GOOs), International
Renewable Energy Certificates (I-RECs), Taiwan Renewable
Energy Certificates (T-RECs), Renewable Energy
Guarantees of Origin (REGOs), and Renewable Gas
Guarantees of Origin (RGGOs). This approach is consistent
with Nordic's renewable energy sourcing in 2024.
In 2025, 92% of the energy used in its offices originated
from renewable energy sources. This includes electricity
purchased from electricity providers, as well as solar
energy generated on-site at Nordic’s head office
in Trondheim.
Sustainable design and operation of the building are
considered in selecting Nordic's office facilities. This
includes various aspects, such as using less energy and
water and creating less waste. Currently, more than 50%
of Nordic’s employees work in office buildings with green
building certifications, like BREEAM and LEED.
Scope 3 emissions
Scope 3 emissions are reported in accordance with the
GHG Protocol. Scope 3 GHG emissions cover all upstream
and downstream emissions from Nordic’s activities. Nordic
reports GHG emissions data on Scope 3 Categories 1-12.
Categories 13-15 are not applicable to its business and are
thus excluded from reporting. 95% of Scope 3 emissions is
calculated using primary data obtained from suppliers or
other value chain partners. The following section outlines
all Scope 3 categories, the calculation method, and
information sources.
Category 1: Purchased goods and services
This category includes emissions related to outsourced
manufacturing of Nordic products and non-production-
related procurement.
For outsourced manufacturing, emissions are calculated
using a hybrid method from the GHG Protocol, combining
supplier-specific annual emission factors and Nordic's own
production records.
For other purchased goods and services, Nordic utilizes a
"spend-based" calculation method (as defined by GHG
Protocol). Emissions are calculated using the economic
value of goods purchased and emission factors from
publicly available databases (Defra and Climatiq).
In Nordic’s GHG inventory, purchased goods and services
are the largest contributor. In 2025, this category
accounted for 82% of the total GHG emissions, while
manufacturing processes alone accounted for 71%.
Category 2: Capital goods
This category includes emissions related to investments in
office and lab equipment, machinery, and certain software
procurement. The data for capital goods is based on
Nordic's financial reports for the reporting year. GHG
emissions calculations are based on the average-spend-
based method of the GHG Protocol, using the economic
value of goods purchased and emission factors from 
Climatiq and Position Green. In 2025, emissions from this
category represented 12% of the total GHG inventory.
Category 3: Fuel- and energy-related activities
This category includes upstream emissions of fuel and
energy generation, as well as energy transmission and
distribution (T&D) losses. GHG emissions are calculated
using the average data method of the GHG Protocol, with
Well-To-Wheel (WTW) emission factors for purchased fuel,
electricity, and heat, and T&D factors for purchased
electricity and heat provided by IEA. This category
accounts for a very small share of Nordic's GHG inventory
(less than 0.1% in 2025).
Category 4: Upstream transportation and distribution
Upstream transportation and distribution includes
emissions related to the transport of goods purchased by
Nordic, including inbound logistics, outbound logistics, and
transportation and distribution between the company’s
own facilities. For upstream transportation and distribution,
Nordic receives shipping data, including weight, distance,
and transportation mode for shipments from the transport
company on an annual basis. GHG emissions are
calculated using the GHG Protocol's distance-based
method, shipping data from the transport company, and
Well-To-Tank (WTT) and Tank-To-Wheel (TTW) emission
factors for freight provided by Defra. This category
accounts for a very small share of Nordic's GHG inventory
(less than 0.1% in 2025).
Category 5: Waste generated in operations
This category includes emissions related to third-party
disposal and treatment of waste generated in Nordic’s
operations. GHG emissions are calculated using quantified
waste information from the major offices for the reporting
year and extrapolated to cover all Nordic sites. Emissions
are calculated using the GHG Protocol's average data
method and emission factors from Defra for different
waste treatment methods. This category accounts for a
very small share of Nordic's GHG inventory (less than 0.1%
in 2025).
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Category 6: Business travel
For business travel, GHG emissions are calculated and
reported for Nordic's business air travel. Reported GHG
emissions are based on air travel distance and travel class
data received from travel companies for the reporting
year, and are calculated using Defra's business travel
emission factors, applying the distance-based method of
the GHG Protocol. In 2025, emissions from business travel
accounted for a relatively small share of Nordic's GHG
inventory (1.7%). In the coming years, Nordic will focus on
calculating emissions for all types of business travel.
Category 7: Employee commuting
For employee commuting, Nordic has included emissions
associated with employees traveling between home and
work. Reported data is based on employee survey results
detailing transportation modes used for daily commuting,
how often employees commute to work, and the distance
traveled daily. GHG emissions are calculated using Defra
and NTMCalc emission factors for different transport
modes, using the GHG Protocol’s average-data method. In
2025, emissions from this category represented 0.4% of the
total GHG inventory.
Category 8: Upstream leased assets
This category has been excluded from the GHG inventory
since 2025. The associated emissions from leased facilities
and equipment are already accounted for under Scope 2.
Category 9: Downstream transportation and distribution
Emissions in this category are related to the transportation
and distribution of Nordic products after the point of sale
and are paid for by third parties in the reporting year.
Emissions are calculated using supplier-specific GHG
Protocol methods, point-of-sale data, and Defra WTT and
TTW emission factors for freight. In 2025, emissions from
this category accounted for 0.7% of the total GHG
inventory.
Category 10: Processing of sold products
Nordic's products are electronic components that its
customers assemble into their end products. Nordic has
several hundred customers, and there are significant
differences in their production processes (production line
size, efficiency, location, end-product design, other
components and materials in the design, and potential
end-product programming and testing). Nordic lacks
insight into these production processes, and there is
currently no industry data or models available to calculate
such emissions for its product categories directly. The
estimated emissions for category 10 are rough and based
on the article “Comparing Embodied Greenhouse Gas
Emissions of Modern Computing and Electronics
Products” (from acs.org). By averaging out emissions per
weight of electronics as listed in this article, it can
extrapolate the total emissions of all Nordic products sold
within a specific timeframe.
Category 11: Use of sold products
Emissions in this category include total expected lifetime
emissions from the use of Nordic products incorporated
into customers’ end products. To calculate the GHG
emissions of its products, Nordic has used data on the
number of products produced per year and power
consumption in normal operation, assuming the customer-
end product is powered on 100% of the time during its 5-
year lifetime and operates within a realistic duty cycle.
Emissions are calculated using the GHG Protocol's direct
use-phase emissions method and global emission factors
from the IEA. This Scope 3 category accounts for a
relevant part of Nordic's GHG inventory (3.3% in 2025).
Category 12: End-of-life treatment of sold products
This category includes the total expected end-of-life
emissions from Nordic products sold annually, assuming
that all Nordic products sold are eventually recycled.
Nordic lacks visibility into consumers' waste-disposal
behavior. Nordic has estimated that, of the units sold and
eventually scrapped each year, an equal number will be
recycled, incinerated, or sent to landfills. Emissions are
calculated using a waste-type-specific method by GHG
Protocol and WEEE emission factors from Defra for
different waste treatment methods. The estimated
emissions from this category represent a very small part of
Nordic's GHG inventory (less than 0.1% in 2025).
Category 13: Downstream leased assets
This category is not applicable. Nordic does not have any
downstream leased assets or own any assets (e.g.,
factories, vehicles, or office spaces) leased to other entities.
Hence, there are no relevant emissions for this category.
Category 14: Franchises
This category is not applicable. Nordic does not have
franchise operations.
Category 15: Investments
This category is not applicable. Nordic is not an
investor company.
E1-9 Anticipated financial effects from material physical
and transition risks and potential climate-related
opportunities
For this disclosure requirement, Nordic has chosen a
phase-in option for this year's reporting. Nordic will begin
reporting in future reporting cycles.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E2: Pollution
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy and business model
Nordic's 2025 Double Materiality Assessment (DMA) has identified the following impacts in
relation to pollution.
Pollution of the air
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Air pollution from transport and
outsourced production
Actual negative impact
l
l
l
Substances of concern and very high concern
Substances of concern and of very
high concern in Nordic's products
Actual negative impact
l
l
In its own operations, Nordic uses small amounts of
laboratory chemicals, the majority of which are recycled,
reducing the need for disposal. The remaining quantities
are very small and are assessed as not material for
pollution impacts in Nordic’s own operations. While
pollution poses minimal risk to the company’s direct
operations, it primarily arises from manufacturing activities
at suppliers’ sites and downstream product transportation.
Air pollution from transport and outsourced production
In semiconductor manufacturing, air pollution is generated,
particularly through the emission of volatile organic
compounds (VOCs) during wafer processing. This impact is
connected to Nordic's fabless business model and
manufacturing value chain. While the scale of air emissions
is moderate, suppliers report measures to control
emissions, including technology and process improvements.
Nordic's strategic response involves supplier collaboration
and technology adoption decisions. However, due to the
inherent nature of semiconductor manufacturing, emissions
cannot be entirely avoided, and complete elimination
remains a challenge.
The use of fossil fuels in the downstream transportation of
Nordic products generates harmful pollutants, including
NOx, SO2, ozone, and particulate matter. This impact is
directly linked to its distribution model and value chain
structure. While Nordic's lightweight products reduce
shipping weight, reliance on fossil-fuel-powered air
transport contributes to air pollution in the value chain,
both in the short and long term. The transportation of
Nordic products downstream is managed by its distributors
and customers, over which Nordic has no direct control.
This aspect of its business model is considered in decisions
on distribution partnerships and logistics.
Substances of concern and substances of very high
concern in Nordic's products
Certain substances of concern and very high concern, such
as NMP, PFAS, boron oxide, and lead oxide, are used in
manufacturing processes and present in Nordic's products.
While the quantities in individual products are small and
within permitted regulatory thresholds, their characteristics,
such as toxicity, persistence, and bioaccumulation
potential, pose potential risks to health and the
environment. These substances can contribute to localized
pollution, increase potential exposure for communities, and
result in significant long-term consequences, particularly
where end-of-life management is insufficient and public
health safeguards are limited.
The presence of hazardous substances in Nordic's products
and their associated impacts are directly linked to its
product design decisions and manufacturing processes.
Active management of these substances, including
reductions or substitutions where technically and
commercially feasible, supports the resilience of its business
model and is managed through risk mitigation measures
such as design reviews, supplier compliance, and material
declarations.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Impact, risk, and opportunity management
E2-1 Policies related to pollution
Nordic’s Environmental Impact Reduction policy addresses
its identified pollution-related material impacts. These
include air pollution during product production and
transportation, as well as hazardous substances in
products, as described under ESRS 2 SBM-3 for pollution-
related material impacts. The policy outlines the company’s
commitment to environmental protection and pollution
prevention and control. The policy sets requirements for
identifying, controlling, and monitoring pollution sources
within Nordic’s operations, and to reduce potential releases
to air, water, and soil. The policy encourages waste
reduction and promotes reuse and recycling. It aims to
minimize the use of substances of concern and replace
substances of very high concern by promoting the
adoption of safer alternatives or technologies where
technically and economically feasible. The policy requires
Nordic to comply with applicable regulatory and customer
requirements. It also sets expectations for suppliers to meet
Nordic's pollution prevention standards and to follow
procedures for reporting and managing pollution incidents
and emergencies.
The implementation of Nordic's Environmental Impact
Reduction policy falls under the Chief Executive Officer's
accountability. The policy adheres to internationally
recognized standards, such as ISO 14001 for environmental
management. In formulating the policy, Nordic has
considered the interests of key stakeholders, including
regulatory bodies, customers, and suppliers. Direct
stakeholder engagement sessions and feedback
mechanisms, including surveys, have informed Nordic's
policy development. The policy is available to all
employees and stakeholders through the company's
website, intranet platforms, and distributed internal
communications. Training programs and periodic updates
are provided to strengthen employee awareness and
understanding, with a particular focus on roles that
interface with suppliers.
E2-2 Actions and resources related to pollution
Substances of concern and of very high concern in
Nordic's products
Global environmental regulations, industry standards, and
customer requirements impose restrictions on substances
that are harmful to the environment. To uphold Nordic's
standards for the use of hazardous substances and
pollution prevention, manufacturing suppliers must sign
and adhere to a declaration confirming their compliance
with the requirements outlined in the Hazardous
Substances Specification for Suppliers. This specification
outlines requirements for substances such as volatile
organic compounds (VOCs), ozone-depleting substances
(ODCs), and substances of very high concern (SVHCs). The
specification is reviewed and updated as needed to
maintain alignment with applicable requirements.
Nordic's products undergo testing to verify compliance with
relevant hazardous substance requirements. Nordic's
products undergo testing to verify compliance with
relevant hazardous-substance requirements, including
independent third-party testing where applicable. Material
composition reports and hazardous substance testing
certificates for all products are available on the company
In 2025, Nordic continued to use its supplier environmental
survey to assess the use of substances of concern and
substances of very high concern in manufacturing
processes. The survey is systematically distributed to
manufacturing suppliers. Ongoing use of the survey
provides input for assessing environmental aspects of
supplier operations and supports Nordic’s monitoring of
applicable legal and customer requirements.
In 2025, Nordic also continued its PFAS-free material
qualification program. In recent years, Per- and
polyfluoroalkyl substances (PFAS) have been subject to
increasing regulatory restrictions worldwide. Due to their
strong carbon-fluorine bonds, PFAS are highly persistent in
the environment and are commonly referred to as “forever
chemicals.” PFAS are currently used in Nordic products
delivered as CSP packages. In response to growing
concerns and restrictions, Nordic is qualifying PFAS-free
materials for its existing and future CSP product portfolio.
Air pollution from transport and outsourced production
To address air pollution from product transportation,
Nordic has mapped its distributor partners to better
understand relevant transport routes and practices. Air
pollution from outsourced production is monitored
annually, including suppliers’ emission sources and the
treatment measures implemented.
The implementation of these actions is integrated into
Nordic's operational framework and managed with
resources allocated from its Quality and Supply Chain
departments and Compliance unit. In 2026, Nordic will
continue implementing these actions and its efforts to
strengthen collaboration with its suppliers and enhance
visibility into suppliers' plans and ongoing pollution
prevention initiatives. These actions are not anticipated to
require significant operational (OpEx) or capital (CapEx)
expenditures.
Metrics and targets
E2-3 Targets related to pollution
PFAS-free material qualification
PFAS-free material refers to substances that do not
contain per- and polyfluoroalkyl substances. PFAS are
restricted in materials used in Nordic products in
accordance with applicable regulatory and customer
requirements. Nordic is qualifying PFAS-free materials for
CSP packages as part of a phased transition.
Nordic's PFAS-free material qualification target covers all
CSP products in its product portfolio. The target supports
Nordic's efforts to phase out PFAS use and minimize their
potential release and accumulation in air, water, and soil. It
aligns with Nordic's policy objectives for pollution
prevention, as well as its overarching strategy to reduce
and manage hazardous substances in its products and in
their manufacture.
The target aligns with anticipated future regulations to
restrict PFAS use. It reinforces Nordic's commitment to
ensuring compliance with evolving regulatory standards
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
and customer requirements, and to advancing its efforts to
minimize environmental and health risks. The methodology
for achieving this target involves identifying all existing CSP
products containing PFAS and qualifying PFAS-free
alternatives for the products. The transition away from
PFAS materials depends on collaboration with Nordic’s
manufacturing suppliers, particularly regarding material
selection and qualification processes. Nordic engages
closely with its suppliers to drive progress toward the PFAS
reduction target.
In setting its target, Nordic considered regulatory and
customer expectations and involved key stakeholders from
its Quality and Supply Chain departments to assess
feasibility and alignment with operational capabilities. The
Executive Management Team has approved the target.
A qualification program for PFAS-free materials began in
2023, progressively replacing PFAS with safer, more
sustainable alternatives. For 2025, Nordic set a target to
have 90% of its CSP products qualify as PFAS-free. Actual
completion in 2025 was 64.5%. While the target was not
fully achieved due to low demand and delays in qualifying
certain CSP products, progress was made. In 2026, it
continues to advance PFAS-free solutions across its CSP
product portfolio to achieve the 90% coverage.
Air pollution in the production process
As a fabless semiconductor company, Nordic does not
have direct control over air pollution generated in the
manufacturing processes. While Nordic has not set targets
for air pollution in the production process, it collaborates
with suppliers to communicate pollution-prevention
expectations and monitor the measures they implement to
control and reduce air pollution.
Air pollution from the transportation of products
Regarding air pollution generated in the transportation of
Nordic's products, the company has not established
specific targets. Nordic's distributors manage these
operations, and Nordic does not have direct control over
them. However, by mapping its distributor partners, Nordic
aims to improve visibility into transport routes and related
practices.
E2-5 Substances of concern and very high concern
The semiconductor manufacturing process involves several
substances of concern or very high concern. Nordic
acknowledges that the inherent toxicity of these
substances poses risks to human health and the
environment, with the potential to cause substantial
adverse effects over time. To address these risks, Nordic
has integrated controls into its design and manufacturing
processes, ensuring alignment with environmental
regulations and standards, such as RoHS, REACH, and the
EU Persistent Organic Pollutants (POP) Regulation.
Nordic is dedicated to conducting its operations in a way
that aims to safeguard human health and ecosystems
through pollution-prevention controls and compliance with
applicable requirements. Through the reinforcement of its
environmental policy and focus on pollution prevention, the
Group is committed to systematically identifying, assessing,
and managing pollution sources, and to maintaining
alignment with applicable regulations and standards.
Nordic has identified substances of concern and very high
concern based on the criteria outlined in Articles 57 and 59
(1) of the REACH Regulation, as well as the hazard
classification specified in Part 3 of Annex VI of the CLP
Regulation. The presence of these substances in Nordic
products is identified through supplier disclosures. The
metrics presented below for the substances have not been
validated by external bodies other than Nordic's
assurance provider.
Substance
group
Hazard class
Total weight in Nordic
products (g)
Comparative
(2024)
2025
Substances
of concern
Carcinogenicity,
categories 1 and 2
1663.2
3144.1
Germ cell
mutagenicity
category 2
993.9
1879.0
Reproductive toxicity
category 1
993.9
1879.0
Respiratory
sensitization
category 1
993.9
1879.0
Skin sensitization
category 1
1645.5
3110.4
Chronic hazard to
the aquatic
environment
categories 1 to 4
8236.1
12871.1
Specific target organ
toxicity - repeated
exposure categories
1
and 2
651.6
1231.4
Substances
of very
high
concern
Carcinogenicity
categories 1 and 2
16190.9
6762.7
Reproductive toxicity
category 1
16392.0
6871.2
Persistent,
Bioaccumulative,
and Toxic (PBT)
16190.9
6762.7
Endocrine disruption
for human health
16190.9
6762.7
Summary of Substances of Concern and Substances of Very High
Concern in Nordic's IC products in 2025
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E3: Water and marine resources
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic's 2025 Double Materiality Assessment (DMA) identified one material negative impact arising from water consumption in upstream production.
Water
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Water consumption in upstream
production
Actual negative impact
l
l
Due to the Group’s fabless structure and low water
consumption volumes, Nordic’s own water consumption is
assessed as not material in the 2025 DMA.
No material IRO has been identified addressing marine life.
Hence, the following sections of this chapter will address
only water-related aspects.
Water consumption in upstream production
As a fabless semiconductor producer, Nordic must
recognize and understand the water-related impacts
associated with its outsourced manufacturing activities. In
semiconductor manufacturing processes, water is a
fundamental resource for surface cleaning, cooling, and
mechanical operations such as dicing and sawing, and
must meet high purity standards. The high water demand
and the risk of water shortages and pollution highlight the
importance of engaging suppliers on their water-
management practices, including water consumption,
wastewater treatment, and contingency measures for
potential shortages. Nordic's strategic response focuses on
supplier engagement and risk management. This approach
reflects Nordic's consideration of water-related challenges
within its supplier engagement and risk-management
activities across the manufacturing value chain.
Impact, risk, and opportunity management
E3-1 Policies related to water resources
provisions for water, including all geographies in which
Nordic operates. The Chief Executive Officer is
accountable for implementing the policy. The
Environmental Impact Reduction policy adheres to
internationally recognized standards such as ISO 14001 for
environmental management.
Nordic's Environmental Impact Reduction policy covers
water consumption reduction, reuse and recycling,
wastewater treatment, and pollution prevention in its
suppliers’ operations. The policy’s general objectives are to
reduce negative environmental impacts proactively and to
mitigate risks that could affect health, the environment, or
business continuity.
In formulating the policy, Nordic has considered the
interests of key stakeholders, including regulatory bodies,
customers, and suppliers. Direct engagement sessions with
stakeholders and feedback mechanisms, such as surveys,
have informed Nordic's policy development.
Nordic's Environmental Impact Reduction policy is readily
accessible to all employees and stakeholders involved in
implementation through the company's website, intranet
platforms, and distributed internal communications.
Training programs and periodic updates are provided to
strengthen employee awareness and understanding, with
a particular focus on roles that interface with suppliers.
E3-2 Actions and resources related to water resources
In line with its Environmental Impact Reduction policy and
to address the identified material impact, Nordic continued
in 2025 to monitor water withdrawal, consumption,
treatment, and discharge in outsourced manufacturing
operations. This monitoring is expected to provide:
■Reliable and quantifiable data on water usage across
its outsourced production processes
■Insights into suppliers’ potential water pollutants
■Enhanced ability to identify and assess water-related
risks, particularly in water-stressed regions
■Better understanding of necessary contingency
measures for facilities in medium to high-water-risk
areas.
To further strengthen its understanding of water-related
risks in its supply chain, Nordic has conducted a risk
assessment using external resources, such as the WWF
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Water Risk Filter. The majority of Nordic’s outsourced
production is located in Southeast Asia, a region WWF
classifies as having medium physical water risk.
In 2025, Nordic conducted an assessment of its
manufacturing subcontractors' water use and conservation
practices. The insights from this assessment informed the
planning and establishment of its water resource target for
2026.
Implementing the water resources action plan does not
require significant operational expenditures (OpEx) or
capital expenditures (CapEx).
Scope and stakeholder involvement
Water management and contingency plans have been
addressed directly with key suppliers and tier-1
subcontractors via an environmental survey. These
stakeholders are located in countries such as the
Philippines, Taiwan, Germany, China, Singapore, Poland,
and Malaysia.
Time horizons
In the coming year, Nordic will continue monitoring water
use within its supply chain, enabling it to track progress
toward its established water target and make informed
decisions based on risks. Engagement with subcontractors
for water conservation and contingency is ongoing and will
continue in the long term, especially for areas of high
water stress.
Metrics and targets
E3-3 Targets related to water resources
In 2025, Nordic established a water-related target for 2026
to address material impacts associated with water
consumption in upstream production and, in line with
Nordic's policy objectives for water, to promote responsible
water stewardship in outsourced manufacturing. The target
is based on supplier-reported data, including
environmental surveys and publicly available information,
and uses 2025 as the baseline year. It applies to Tier-1
manufacturing suppliers included in Nordic’s supplier
monitoring scope, including those operating in medium- to
high-water-risk regions. Supplier engagement and
monitoring activities provide input for assessing progress
toward the target.
Target for 2026: Maintain a minimum of 70 percent water-
management-target coverage (covering water withdrawal,
conservation, or consumption) among Tier-1 manufacturing
suppliers.
Nordic has not established ESRS-aligned outcome targets
related to water consumption or water reduction in the
value chain. Instead, Nordic applies a process-based
indicator to monitor supplier engagement on water
stewardship.
In 2025, 70% of Tier-1 manufacturing suppliers reported
having established water-management targets. For the
purpose of this indicator, a supplier is considered to have a
water-management target where it has documented at
least one quantitative goal related to water withdrawal,
water consumption reduction, or water conservation, with
a defined baseline and target year, either publicly
disclosed or reported through Nordic’s environmental
survey.
The figure is calculated as the number of suppliers meeting
these criteria divided by the total number of Tier-1 suppliers
within the monitoring scope. The indicator, therefore,
reflects the defined level of ambition for 2026 and
functions as a process indicator of supplier engagement
rather than an outcome-based environmental target.
The target was developed in consultation with
stakeholders from the Quality and Supply Chain
departments. Progress against this target is monitored
through periodic reviews of suppliers' water-management-
target coverage and through established supplier-
management routines.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
E5: Resource use and circular economy
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic's 2025 Double Materiality Assessment (DMA) identified the following impacts related to resource use and the circular economy.
Resource inflows, including resource use
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Resource use linked to component
and packaging material inputs
Actual negative impact
l
l
l
Resource outflows related to products and services
Product durability and reliability
supporting circularity
Potential positive impact
l
l
Waste
Downstream waste treatment of
EEE components
Potential negative impact
l
l
Supplier and distributor waste
generation (manufacturing scrap
and packaging)
Actual negative impact
l
l
l
Resource use linked to the component and
packaging material
The manufacturing of integrated circuits relies on a variety
of raw materials, including metals, silicon, and rare-earth
minerals, which are essential to the performance and
functionality of electronic components. These materials are
often sourced through global mining operations, which can
lead to resource depletion and environmental degradation
from extraction and processing. Moreover, strict purity
standards required for semiconductor manufacturing make
it challenging to use recycled materials, reinforcing reliance
on virgin resources and driving the depletion of finite
materials, such as rare metals. This challenge requires
long-term strategic planning in Nordic's value chain
material sourcing.
In Nordic’s own operations and value chain, plastic and
cardboard are the primary materials used for packing and
shipping products. This is directly connected to Nordic's
distribution model and operational practices. A portion of
Nordic's packaging is produced from recycled or recyclable
materials. Plastic packaging is subject to reduction and
recycling initiatives, and the majority of cardboard meets
FSC sustainability standards. However, a portion of
packaging still relies on non-renewable resources, which
continues to contribute to the depletion of natural
resources. A considerable amount of these materials is
sourced globally, including Asia, where resource extraction
and production require higher energy, water, and other
resource inputs, resulting in greater environmental impacts.
Nordic's business strategy focuses on evaluating
packaging alternatives and supplier locations to minimize
these impacts.
Product durability and reliability supporting circularity
Nordic’s products are designed for durability and long-
term reliability, supported by robust design practices,
lifecycle testing, and adherence to JEDEC reliability
standards. These characteristics are intended to reduce the
likelihood of early device replacement and support
circular-economy objectives by extending product use.
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Lifecycle-management functionalities, such as Memfault
and nRF Cloud, are adopted across a measurable number
of devices using Nordic technology, supporting extended
product use by enabling remote diagnostics and updates.
While these capabilities may contribute to durability when
implemented, they are not considered primary drivers of
the positive impact for 2025. Upon consolidation,
documented adoption levels of these practices are
intended to inform future assessments of their contribution
to product longevity and circularity outcomes.
Downstream waste treatment of EEE components
Nordic's products are electronic components that are
assembled into final products by downstream customers.
Once the final products reach the end of their life, the
improper end-of-life treatment of electronic waste by end-
users or customers may release hazardous chemicals into
the air and contaminate soil and water sources, especially
if hazardous substances are incinerated without proper
pollution controls or disposed of in landfills. Nordic
supports responsible waste handling by providing
information on it through product data sheets. However,
waste management is the responsibility of customers and
end-users, and waste treatment practices and standards
can vary significantly by region. As a strategic response,
Nordic addresses waste impacts through product design
considerations and end-user education initiatives.
Supplier and distributor waste generation (manufacturing
scrap and packaging)
As part of Nordic's fabless business model and
manufacturing partnerships, semiconductor manufacturing
processes generate waste, including defective wafers and
chips, process chemicals, and packing materials. While
production waste is handled by manufacturing suppliers
through established recycling processes, it still contributes
to the overall environmental footprint of Nordic’s
operations. Continuous improvement in manufacturing
efficiency and waste reduction is relevant for managing
waste-related risks in the upstream value chain.
Packaging waste generated by Nordics' customers and
distributors adds another layer of environmental impact,
particularly when recycling capacity is limited, disposal
practices vary, or oversight of waste management is
limited. While some recycling initiatives exist, overall waste
management remains inconsistent, and the ongoing use of
plastic packaging continues to pose challenges.
Environmental impacts are further amplified by
inefficiencies in waste sorting, differences in local waste
treatment practices, and limited visibility into waste
handling across different regions, affecting both
semiconductor production and downstream packaging
management. Nordic’s strategy focuses on improving
packaging design, enhancing waste management
practices across the value chain, and promoting circularity
to minimize environmental impacts.
Impact, risk, and opportunity management
E5-1 Policies related to resource use and circular economy
Nordic has implemented an Environmental Impact
Reduction policy that provides a framework for promoting
sustainable resource use and fostering circular-economy
principles across the company’s own operations and its
manufacturing suppliers. The policy aims to reduce reliance
on virgin resources where relevant by prioritizing
sustainable material choices and integrating renewable or
recycled content into products and packaging. The policy
also promotes practices to minimize waste in production
and responsible recycling of Nordic’s products, addressing
the material impacts related to resource use in
semiconductor manufacturing and packaging, downstream
waste treatment of electronic components, and waste
generated across the supply chain. The policy does not
explicitly address product durability and reliability as
circularity measures. Still, it requires Nordic to promote
circular-economy principles, reflecting its intention to
reduce environmental impact and support the sustainable
product lifecycle.
The policy outlines requirements to explore and adopt
innovative solutions to reduce dependence on virgin
resources, prioritize the procurement of sustainable,
responsibly sourced materials, and integrate recycled and
recyclable materials into product designs and packaging.
The policy sets expectations for practices aimed at
reducing Nordic’s operations and production processes,
and supporting responsible recycling activities.
For details on the implementation responsibility for the
Environmental Impact Reduction policy, the standards it
commits to, the stakeholders' interest in setting the policy,
and the availability of the policy, please refer to E2-1
Policies related to pollution.
E5-2 Actions and resources in relation to resource use and
circular economy
The actions described in this section support the objectives
of Nordic’s Environmental Impact Reduction policy by
promoting responsible resource use, improving waste
management practices in the upstream value chain, and
contributing to longer product lifecycles.
Waste management in production
As a fabless semiconductor company, Nordic sets
expectations for its manufacturing suppliers to handle
production-related waste responsibly. Effective waste
management practices at suppliers' sites are essential for
minimizing waste and addressing potential waste-related
risks in the upstream value chain.
Nordic engages with its manufacturing suppliers on waste-
management practices, including waste sorting and
recycling in line with local requirements. As part of the
2025 annual environmental survey, Nordic collected
production waste data from manufacturing suppliers,
supported by resources provided by its Quality and Supply
Chain departments. This allowed Nordic to better
understand waste generation in outsourced production
and the waste handling practices of suppliers. This initiative
will continue in 2025, with a focus on supporting effective
waste-management practices at suppliers’ sites.
Implementing this action does not require significant
operational (OpEx) and/or capital (CapEx) expenditures.
Raw materials usage in Nordic components
While Nordic does not purchase raw materials directly
from mining companies and has no influence over mining
operations, the company strengthens oversight of material
use by systematically collecting and maintaining material
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
composition reports and material safety data sheets for
each component. These documents provide visibility into
the types and quantities of materials used in components,
including metals, plastics, and other critical inputs. This
approach enables Nordic to track the material content of
its products, assess associated environmental risks, and
verify compliance with relevant regulations.
This action is integrated into Nordic's operational
framework and is overseen by the Supply Chain
department. It does not require significant operational
(OpEx) and/or capital (CapEx) expenditures.
Recycled plastic material for Nordic product packaging
In 2021, Nordic launched a plastic reduction program in
collaboration with assembly suppliers in its upstream value
chain. The program aims to conserve natural resources
and reduce the use of virgin plastic in device packaging,
thereby preventing waste. Within this program, assembly
suppliers have gradually shifted to using recycled plastic
component reels for packing Nordic's devices. The first
reels made of recycled plastic were qualified and
introduced for Nordic devices in 2022. Since 2022, the
plastic reduction program has been an ongoing activity in
Nordic's operations and has continued through 2025 with
resources allocated by its Quality and Supply Chain
departments. This action does not require significant
operational (OpEx) and/or capital (CapEx) expenditures.
While Nordic aims to maximize the use of recycled plastics,
some of its customers still require devices packed in trays
for which no recycled-plastic version is available. This limits
the portion of production volumes that can use recycled
plastics.
Strengthening product longevity
In 2025, Nordic acquired the cloud platform provider
Memfault. By integrating Memfault’s cloud-based device
management services with Nordic's wireless connectivity
platforms, Nordic enables capabilities such as remote
diagnostics, device monitoring, and firmware updates for
connected devices built using Nordic’s chips and
associated cloud services. These capabilities can support
improved reliability and longer product lifecycles for
devices deployed in IoT applications where remote
maintenance and software updates are feasible. The
action primarily supports downstream product longevity
through customer implementation, while Nordic provides
the enabling tooling and documentation. Integration is
planned to progress over the medium term, including
2026–2027, through Nordic’s existing cloud platform, R&D,
and product-management resources, and is not expected
to require significant operational (OpEx) or capital (CapEx)
expenditures.
Material IROs related to resource use and circular
economy for which Nordic has not adopted actions
Waste generation in the downstream value chain
Nordic has not set any actions for this material impact, as
the Group does not have control or influence over how its
distributors and customers manage packaging waste.
Downstream waste treatment of EEE components
As described under ESRS 2 SBM-3 for this material impact,
Nordic provides guidance in its product data sheets to help
customers manage waste responsibly. The responsibility for
actual waste disposal lies with customers, and Nordic has
no means to verify this.
Metrics and targets
E5-3 Targets related to resource use and circular economy
Nordic has not set any measurable targets for resource
use and the circular economy. Further groundwork is
required before setting goals, including defining their
scope, measurement approach, and
appropriate timeframes.
Waste management at Nordic's manufacturing suppliers'
sites is material; however, because it is outside Nordic's
direct control, the company has not set targets for this
material impact. By regularly monitoring and analyzing
waste data collected from its suppliers, Nordic can monitor
the implementation of its policy and actions in this area,
using 2024 as a baseline year.
Aligned with its Environmental Impact Reduction policy and
commitment to reducing reliance on virgin plastic
resources, Nordic focuses on using recycled plastic for
device packaging (see Recycled plastic material for Nordic
products packing as described in E5-2 above). To evaluate
progress in recycled plastic use, Nordic monitors the share
of containers made from recycled plastic and the total
volume of recycled plastic used in their production, with
2021 as the baseline year.
E5-4 Resource inflows
In semiconductor manufacturing, the primary raw materials
include silicon and a range of essential metals, such as
aluminum, copper, tin, and silver. These raw materials are
integral to the creation and functionality of semiconductor
devices. The manufacture of wafers for Nordic products
involves trace amounts of rare-earth elements; however,
these are not present in the final products.
In 2025, Nordic product manufacturing used approximately
38 tons of materials, compared to 32 tons in 2024,
including all substances and components used in the
products. This metric is based on product material
composition reports, which provide accurate product
weight data and Nordic's internal production records for
2025.
Semiconductor production requires high-purity materials to
meet the stringent requirements of nanometer-scale
technology nodes. Therefore, recycled materials are not
suitable for Nordic products. Biological materials are not
used in the production of Nordic products or packaging.
In 2025, the share of device containers made from recycled
plastic was 51% (46% in 2024). The total weight of plastic
used for device containers in 2025 was 51577 kg, of which
21881 kg (42%) was recycled plastic. Comparative 2024
figures were 39019 kg total and 16444 kg recycled (42%).
Recycled plastics usage data is tracked and verified
through supplier documentation. The methodology involves
cross-referencing supplier-provided data on recycled
materials with Nordic's internal procurement records to
support consistency and validate the information used.
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Base year
(2021)
Comparative
(2024)
2025
Share of device
containers
made from recycled
plastic (%)
0%
46%
51%
Total weight of
plastic in containers
(kg)
105870
39019
51577
Weight of recycled
plastic in containers
(kg)
0
16444
21881
Weight percentage
of recycled plastic
in containers (%)
0%
42%
42%
Plastics usage in device containers
The packaging for Nordic’s development kits is made of
Forest Stewardship Council (FSC) certified, recyclable
cardboard. FSC certification for the packaging material
indicates that the cardboard is sourced from responsibly
managed forests.
In semiconductor manufacturing, significant volumes of
water are used. For detailed information on water
resources in outsourced manufacturing, please refer to
Chapter E3: Water and marine resources.
The metrics related to Nordic's resource inflows have not
been validated by external bodies other than the
assurance provider.
E5-5 Resource outflows
Nordic's approach to resource outflow emphasizes
responsible waste management and the application of
circular principles into product design.
Circular product design
Supporting technology nodes at the nanometer scale
requires materials that meet high-purity standards, making
recycled materials unsuitable for the manufacturing
process. However, the metals contained in the components
are recyclable and can be effectively recovered and
repurposed through appropriate processing methods. For
example, aluminum can be reused in automotive parts and
copper in electrical components. The average recyclable
content of Nordic's products is 53% for QFN components
and 22% for CSP components, based on the weight of the
metals relative to the total material weight, as specified in
the product material composition reports.
Nordic's products are designed with an emphasis on
reliability (durability and long-lasting performance), with a
minimum expected operational lifespan of 9 years. The
lifespan is based on a 1000-hour HTOL (High-Temperature
Operating Life) test, with an acceleration factor (Arrhenius
equation) of 78.6, using an activation energy of 0.7 eV and
a use temperature of 55 °C. Nordic products are ultra-low
power solutions, meaning operating voltages and currents
are very low. Nordic's processes for product development
and reliability testing are aligned with, and in some cases
exceed, JEDEC standards. However, industry-averaged
semiconductor durability data are not publicly available for
direct comparison. While Nordic products are not designed
for repair, the ability to perform firmware updates over the
air keeps them functional and up to date without requiring
remanufacturing, further extending their lifespans and
supporting sustainable practices by minimizing waste and
resource consumption.
Nordic's circular product design not only prioritizes the
product itself but also extends to include sustainable
practices in product packaging. By using reels made from
recycled plastic, Nordic can support circular principles and
reduce reliance on virgin plastic packaging materials. Reels
are also 100% recyclable, further contributing to circularity
and sustainable practices. In addition, packaging for
development kits is made of 100% recyclable FSC-certified
cardboard.
The metrics related to Nordic's resource outflows have not
been validated by external bodies other than its assurance
provider.
Waste reduction and management strategy
Nordic collaborates with suppliers on measures related to
production yields, material use, and waste-management
practices, including sorting and recycling in line with
applicable local requirements. To support effective waste
management practices, Nordic qualifies all manufacturing
suppliers and mandates that they obtain ISO 14001
certification as a standard for environmental management.
While Nordic products cannot be reused after assembly,
they can still contribute to resource conservation and
waste reduction through recycling efforts. Recycling
enables the recovery of valuable metals and minerals,
promotes circular economy principles, and reduces waste.
Nordic components are supplied to customers (electronics
manufacturers), who integrate them into end products sold
to end-users globally. Nordic lacks visibility or control over
the disposal of its products at the end of their lifecycles. To
support responsible waste management, product data
sheets include guidelines for proper disposal.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
EU taxonomy
Introduction
The EU taxonomy is a classification system designed to
help companies and investors identify environmentally
sustainable economic activities, thereby facilitating
sustainable investment decisions. These activities should
make a substantial contribution to at least one of the EU’s
climate and environmental objectives, without significantly
harming any of them, and in accordance with minimum
safeguards.
Nordic provides low-power connectivity and device-
management solutions that can enable resource efficiency
and monitoring in certain downstream applications. The
EU Taxonomy assessment below addresses taxonomy-
relevant activities within the scope of the Taxonomy
disclosure framework. In this section, "taxonomy-relevant"
refers to activities that potentially correspond to EU
Taxonomy activity descriptions and are therefore screened
for eligibility and assessed for KPI materiality.
The EU taxonomy framework and related delegated acts
continue to evolve, and future amendments are expected.
The current scope of the standard captures only a limited
portion of Nordic’s business model. For the 2025
assessment, two taxonomy-relevant activities have been
identified: Activity 7.7: Acquisition and ownership of
buildings (climate change mitigation and climate change
adaptation), and Activity 4.1: Provision of IT/OT data-
driven solutions (transition to a circular economy).
Activity 7.7 is assessed for taxonomy eligibility and
alignment. Activity 4.1 is screened for taxonomy eligibility
and assessed for KPI materiality under the Omnibus
provisions. For FY 2025, Activity 4.1 is non-material for
turnover and OpEx under the Omnibus 10% threshold per
KPI, and is therefore reported as “non-material activities
not assessed” for those KPIs. For CapEx, Activity 4.1 is
treated as material and is reported as taxonomy-eligible
but not aligned (A.2).
Activity 8.1 (previously used for nRF Cloud) is retained only
as contextual information explaining the reclassification to
Activity 4.1 and is not considered taxonomy-relevant for
Nordic in 2025.
Basis of preparation
Nordic is required to comply with the EU Taxonomy
reporting requirements in accordance with the Norwegian
Accounting Act (Nw: Regnskapsloven) § 2-3. The Group’s
financial disclosures are prepared under IFRS, and the
taxonomy-related KPIs are derived from the consolidated
financial statements. The 2025 reporting year marks
Nordic’s third EU Taxonomy assessment and the second
year of mandatory public disclosure.
The 2025 assessment builds on prior-year methodology
and reflects internal developments, including the
acquisition of Memfault, as well as regulatory
developments, including the Omnibus amendments to
Commission Delegated Regulation (EU) 2021/2178.
Reporting
Nordic reports on turnover, capital expenditure, and
operating expenses associated with taxonomy-relevant
activities in accordance with Regulation (EU) 2020/852
and the methodology in Delegated Regulation (EU)
2021/2178. The three KPIs are disaggregated across A.1
(aligned), A.2 (eligible but not aligned), and B (non-eligible)
categories in the Article 8 templates.
For FY 2025, Nordic applies the Omnibus materiality
provisions separately for turnover, CapEx, and OpEx.
Nordic retains the OpEx KPI and does not use the option
to omit the activity-level OpEx assessment entirely. Where
taxonomy-relevant items fall below the 10% threshold, they
are reported as “non-material activities not assessed.”
The Omnibus amendments were published in the Official
Journal on January 8, 2026, and include transitional
provisions that provide an option for the reporting cycle
covering FY2025 to apply either the amended rules or the
rules applicable as of December 31, 2025. Nordic applies
the Omnibus amendments in its FY 2025 EU Taxonomy
assessment based on its internal assessment methodology
and supporting documentation.
Accounting policy
Right-of-use assets recognized in accordance with IFRS 16
are considered to fall under the scope of Activity 7.7
(Acquisition and ownership of buildings).
For FY2025 taxonomy reporting, the CapEx KPI
denominator comprises additions to tangible and
intangible assets recognized during the year, including
additions arising from business combinations and IFRS 16
right-of-use assets. The denominator is derived from the
consolidated additions disclosures in the annual report
assets), and 16.2 (leases), and totals USD 92,911 thousand.
Additions arising from the Memfault acquisition are
identified and supported through the business combination
disclosures and purchase price allocation in Note 13.
Goodwill is excluded from both the numerator and
denominator.
How numbers are determined and allocated to
the numerator and the denominator
Nordic applies the Omnibus 10% materiality threshold
separately for turnover, CapEx, and OpEx.
Activity 4.1 is below the Omnibus 10% materiality threshold
for the Turnover and OpEx KPIs and is therefore reported
as “non-material activities not assessed” for those KPIs,
without classification under A.1 or A.2. For CapEx, Activity
4.1 is treated as material under the Omnibus 10% threshold.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
It is therefore classified as taxonomy-eligible but not
aligned (A.2).
Capital expenditure
For FY 2025, taxonomy-eligible CapEx is driven by Activity
7.7 (Acquisition and ownership of buildings) and Activity 4.1
(Provision of IT/OT data-driven solutions). For Activity 7.7,
the eligible CapEx numerator is based on IFRS 16 right-of-
use asset movements recognized during the year for office
space, including additions and lease modifications/
remeasurements ("adjustments"). For FY2025, this results in
eligible CapEx for Activity 7.7, while no aligned CapEx (A.1)
is reported in the KPI tables, as no aligned CapEx amount
is recognized in FY2025.
For Activity 4.1, CapEx is reported as taxonomy-eligible but
not aligned (A.2). The CapEx attributed to Activity 4.1 is
limited to the Memfault “technology” intangible recognized
in connection with the Memfault business combination
(Note 13), based on its direct linkage to the Group’s IT/OT
data-driven solutions. Other Memfault purchase price
allocation items (brand and customer relationships
intangibles) and the related minor fixed-asset addition are
included in the CapEx KPI denominator in accordance with
the CapEx definition, but are allocated to category B (non-
eligible) as they are not attributable to Activity 4.1.
Operating expenditure
The OpEx pertains to direct costs that are not capitalized.
For FY 2025, Nordic retains the OpEx KPI, reports total
taxonomy-defined OpEx in the denominator, and treats
taxonomy-relevant OpEx as non-material under the
Omnibus materiality provisions. Accordingly, Nordic does
not disaggregate OpEx by activity in the KPI tables for
FY2025, and taxonomy-relevant OpEx is reflected only
through the “non-material activities not assessed"
presentation in Table I.
Turnover
The turnover numerator relates to net turnover attributable
to taxonomy-aligned activities. For FY 2025, Nordic reports
no taxonomy-aligned turnover (A.1). Turnover related to
Activity 7.7 (subletting) and Activity 4.1 (cloud-based service
offerings, including the Memfault solution) is below the
Omnibus 10% materiality threshold for the Turnover KPI
and is therefore reported in Table I under “non-material
activities not assessed,” without classification under A.1 or
A.2.
Assessment of regulatory compliance
Nordic identifies taxonomy-relevant activities by reviewing
the EU Taxonomy activity list using the prior-year
assessment as a baseline and considering relevant internal
developments, including the acquisition of Memfault and
the continued expansion of cloud-based digital services.
Eligible activities are assessed against substantial
contribution, DNSH, and minimum safeguards, unless
scoped out as non-material for the relevant KPI under the
Omnibus threshold.
7.7 Acquisition and ownership of buildings
Activity 7.7 is taxonomy eligible for Nordic’s leasing of
office locations. The Leangen (Trondheim) office has been
assessed as taxonomy-aligned for climate change
mitigation, supported by documented energy performance
information and BREEAM NOR certification, and climate
risk and vulnerability assessment documentation. However,
no aligned amounts are recognized in the FY2025 KPI
tables, as no aligned turnover or OpEx is reported, and no
aligned CapEx amount is recognized for FY2025. Other
office locations are taxonomy-eligible but not aligned due
to insufficient evidence of compliance with all substantial
contribution or DNSH criteria. None of the evaluated
buildings meets the substantial contribution criteria for
climate change adaptation, primarily due to limited
documentation of climate risk and adaptation measures.
4.1 Provision of IT/OT data-driven solutions
Activity 4.1 relates to Nordic’s nRF Cloud platform and
Memfault device-intelligence solution, which supports
remote monitoring, diagnostics, and over-the-air updates
that can extend product lifetimes. For FY 2025, Activity 4.1
has turnover; however, it remains below the Omnibus 10%
materiality threshold for the Turnover and OpEx KPIs and
is therefore reported as “non-material activities not
assessed" for those KPIs. For CapEx, Activity 4.1 is treated
as material and is reported as taxonomy-eligible but not
aligned (A.2). No Activity 4.1 CapEx is classified as aligned
(A.1) in FY 2025.
Minimum safeguards
Compliance with the minimum safeguards is assessed in
accordance with Article 18 of Regulation (EU) 2020/852
and relevant guidance. Nordic bases its self-assessment on
the EU Platform on Sustainable Finance’s Final Report on
Minimum Safeguards, which operationalizes minimum
safeguards across four key areas: human rights, anti-
corruption, taxation, and fair competition. The assessment
is performed through Nordic’s governance and due
diligence framework, including compliance risk
assessments, relevant policies and training, internal control
activities, and grievance and reporting mechanisms. For
the 2025 reporting year, Nordic identified no substantiated
allegations of breaches within these four areas through its
established processes.
Contextual information about KPIs
For FY 2025, Nordic’s taxonomy KPI outcomes are driven
by Activity 7.7 and Activity 4.1. While Leangen (Trondheim)
is assessed as taxonomy-aligned under Activity 7.7, no
aligned amounts are recognized in the FY2025 KPIs under
the IFRS 16 right-of-use asset movements (additions and
adjustments) approach applied for the CapEx KPI. Other
assessed office locations are taxonomy-eligible but not
aligned (A.2) due to limitations in documentation and
evidence.
Activity 4.1 is screened for eligibility and, for FY2025, is
reported as non-material activities not assessed for
Turnover and OpEx, and as taxonomy-eligible but not
aligned (A.2) for CapEx.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Financial
year (N)
2025
KPI
Total
Proportion
of
Taxonomy
eligible
activities
Taxonomy-
aligned
activities
Proportion
of
Taxonomy-
aligned
activities
Breakdown by environmental objectives of Taxonomy-aligned activities
Proportion
of enabling
activities
Proportion
of
transitional
activities
Not
assessed
activities
considered
non-
material
Taxonomy-
aligned
activities in
the
previous
financial
year (N-1)
Proportion
of
Taxonomy-
aligned
activities in
the
previous
financial
year (N-1)
Climate Change
Mitigation
Climate Change
Adaptation
Water
Circular Economy
Pollution
Biodiversity
Text
USD 1,000
%
USD 1,000
%
%
%
%
%
%
%
%
%
%
USD 1,000
%
Turnover
667 619
0.0%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.8%
—
0.0%
CapEx
92 911
25.0%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
3 585
9.5%
OpEx
45 715
0.0%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2.2%
—
0.0%
Reported KPI (Turnover/CapEx/OpEx)
CapEx
Financial year (N)
2025
Economic Activities
Code
Taxonomy
eligible KPI
(Proportion
of
Taxonomy
eligible
Turnover/
CapEx/
OpEx)
Taxonomy
aligned KPI
(monetary
value of
Turnover/
CapEx/
OpEx)
Taxonomy
aligned KPI
(Proportion
value of
Turnover/
CapEx/
OpEx)
Environmental objective of Taxonomy-aligned activities
Enabling
activity
Transitional
activity
Proportion
of
Taxonomy
aligned in
Taxonomy
eligible
Climate Change
Mitigation
Climate Change
Adaptation
Water
Circular Economy
Pollution
Biodiversity
Text
%
USD 1,000
%
%
%
%
%
%
%
E where
applicable
T where
applicable
%
Acquisition and
ownership of buildings
CCM 7.7
9.6%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
IT/OT data-driven
solutions (Memfault
technology intangible)
CE 4.1
15.4%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Sum of alignment per objective
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Total KPI (Turnover/CapEx/OpEx)
25.0%
—
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Social
Nordic is a dynamic and global business with employees, offices, customers, and suppliers spanning multiple regions. It
prioritizes development and diversity, equity, and inclusion across the entire employee journey, recognizing its critical role
in attracting and retaining top talent in a competitive landscape. Equally important is its commitment to fostering a
healthy, safe, and motivating work environment—one that enhances engagement, drives meaningful contributions, and
safeguards human and labor rights.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S1: Own workforce
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic's employees are a key asset, driving innovation, developing high-quality products, and maintaining its competitive edge in a rapidly evolving industry. Its strategic emphasis on
employee well-being and engagement aligns with its commitment to producing cutting-edge technology and meeting global market demands.
Nordic's double materiality assessment identified material impacts, risks, and opportunities in relation to the following topics:
Working conditions
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Health and well-being
Potential negative impact
l
l
l
Equal treatment and opportunities for all
Representation and equal
opportunities
Potential negative impact
l
l
Training and skill development
Actual positive and potential
negative impact
l
l
l
Material impacts
Nordic's double materiality assessment identified several
workforce-related impacts, both positive and negative, that
are material to its business success and stakeholder value.
These impacts vary across employee groups, including
both permanent employees (full-time and part-time) and
contractors.
The actual and potential negative impacts identified below
are systemic and affect its operations globally. This
requires coordinated, organization-wide measures as
detailed in its action plans.
Training and skill development
Nordic operates in a rapidly evolving, highly knowledge-
intensive industry, where its people and their specialized
skills are central to its R&D-driven business model and
growth strategy. Continuous learning, upskilling, and deep
technical expertise are critical to driving innovation and
ensuring operational excellence. It assessed this material
topic as having both positive and negative impacts on
its people.
Collaborative peer learning – actual positive impact
Continuous learning and skill development are an
important part of Nordic's daily work as an engineering-
focused organization. In particular, employees in R&D build
new technical skills and problem-solving capabilities
through close collaboration, cross-functional teamwork,
and the shared resolution of complex project challenges.
This culture of collaborative peer learning supports agile
and flexible upskilling, with benefits that materialize across
multiple time horizons: from faster onboarding and team
inclusion, through continuous development and increased
self-confidence, to enhanced engagement and
employability. While the benefit is organization-wide, it is
especially pronounced among engineers, who constitute
the majority of its workforce. Employee survey results,
including indicators on peer relations and support,
consistently indicate these impacts: scores related to peer
relationships and support have historically been high and
reached a peak in this reporting period. Open comments
highlight the value employees place on shared learning
and teamwork. This suggests that the positive impact is
systemic and reflected in its culture and ways of working—
rather than the result of isolated initiatives.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Strategic talent development – potential negative impact
Structured pathways for learning and development support
equal access to career advancement. In the absence of
sufficiently formalized pathways, there is a potential risk of
uneven development opportunities across functions or
geographies. Over time, this could affect engagement,
confidence, and internal mobility if not appropriately
managed.
This represents a structural risk inherent in a decentralized,
fast-growing organization and is particularly relevant for
employees at critical transition points, such as those
moving into high-impact technical roles, first-time
managers transitioning into leadership, and senior leaders
preparing for executive responsibilities. Additionally, the
absence of structured development disproportionately
affects employees with limited peer networks or
collaboration opportunities—such as those in smaller
teams, remote locations, or minority groups. This can
create uneven access to development opportunities and
limit diversity in leadership and technical roles.
Both collaborative peer learning and strategic talent
development contribute to creating robust talent pipelines
that align with strategic priorities and sustain its innovation
capability, which is integral to its business resilience. To
leverage the benefits and mitigate the risks of skill gaps
and talent shortages, its learning and development
strategy continues to strengthen its collaborative culture
and expand its structured learning initiatives, with a current
focus on leadership development (see S1-4).
Representation and equal opportunities
Nordic operates globally with a diverse workforce
comprising individuals from various cultures, ages, and
genders. This global structure is integral to its business
model, and diversity is a key driver of innovation. However,
a highly diverse workforce requires deliberate efforts to
promote inclusion and equal opportunities, particularly for
minority groups, such as women. Women represent
approximately 18 % of Nordic’s total workforce.
Representation varies significantly by region and function,
with notably lower proportions in engineering roles and
senior leadership positions (see S1-16).
Underrepresentation is a systemic risk rather than an
incidental issue. It can lead to persistent feelings of
exclusion and unequal access to development or career
opportunities. These risks may, over time, have short-,
medium-, and long-term impacts on belonging, well-being,
career progression, and engagement.
Over time, such impacts can undermine innovation and
talent retention, which are critical to its business resilience.
Nordic is committed to promoting Inclusion and Equity, as
expressed in its Equal Opportunities Policy, which also
highlights its “Equal pay for equal work” principle. Nordic
actively monitors its progress through employee surveys,
which indicate improvements in inclusion-related
perceptions compared to the previous reporting period. It
continues to implement targeted initiatives to strengthen
inclusion and equal opportunities across Nordic, with a
current focus on female employees (see S1-4).
Health and well-being
Employee health and well-being are integral to Nordic's
business model since they enable sustainable performance
and long-term resilience. A healthy, balanced workforce
enjoys its work, is more creative, and better equipped to
maintain productivity and innovation. Supporting employee
well-being reduces the risk of burnout and absenteeism
while strengthening employee engagement. Two topics are
particularly material for Nordic due to the nature of its
work:
Health risks from desk-based work – potential
negative impact
A large proportion of employees perform desk-based work
for extended periods, which creates systemic health risks,
including musculoskeletal strain, eye fatigue, and reduced
physical activity. If unmanaged, these risks can affect
short-term well-being and lead to chronic health issues.
While policies and measures are in place to encourage
physical activity and address early signs of strain (see S1-4),
a few incidental cases have emerged, underscoring the
need for continuous monitoring and attention.
Workload demands during peak times – potential
negative impact
In Nordic's high-paced, project-driven environment,
employees may periodically face demanding workloads,
tight deadlines, and complex problem-solving tasks during
peak periods, particularly in the R&D department. This
represents a recurring risk inherent to its project-driven
business model. If unmanaged, these factors can
undermine work-life balance and contribute to stress,
fatigue, and potential long-term health risks, including
burnout. Its well-being survey, following last year’s major
restructuring, showed that some teams, particularly smaller
ones, experienced higher workload demands and are at
higher risk of negative impacts.
Failure to address health-related risks can negatively
impact performance and talent retention, ultimately
undermining business resilience. Nordic mitigates these
risks through flexible work policies, additional health
services and benefits, continuous monitoring, and targeted
measures (see S1-4).
Impact, risk, and opportunity management
S1-1 Policies related to own workforce
In line with its commitment to socially responsible business
conduct, Nordic has established policies to support ethical
behavior and promote a safe, inclusive, and supportive
work environment. These policies draw on international
frameworks, including the UN Global Compact, the UN
Guiding Principles for Business and Human Rights, the
OECD Guidelines for Multinational Enterprises, the
International Bill of Rights, and the ILO core conventions.
Code of Conduct
Nordic's Code of Conduct sets expectations on integrity,
human and labor rights, health and safety, diversity, equity,
inclusion, and personal conduct. It provides the primary
policy basis for managing several material impacts under
S1, including: Representation and equal opportunities
(equal treatment and nondiscrimination), workload-related
risks during peak periods (expected behavior, well-being,
and conduct), and elements of talent development
(managerial expectations regarding fair treatment and
support).
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
The Code is binding for employees and is embedded in
onboarding through mandatory training. It has been
approved by the Board of Directors (BoD), and the Chief
Executive Officer is accountable for its implementation.
Equal Opportunities Policy
The Equal Opportunities Policy supports management of
the material impact on representation and equal
opportunities, addressing the risks of unequal development
and progression. It sets principles for fair recruitment,
equitable practices, and the removal of systemic barriers.
Governance responsibilities include BoD oversight,
Executive Management Team (EMT) accountability for
implementation, and execution by people managers, with
People & Culture ensuring process consistency and metric
tracking.
Health and safety
Nordic operates a safety management system across all
locations, supporting the management of the material
impact of desk-based health risks. The system includes
structured processes for identifying, assessing, and
mitigating workplace hazards. In Norway and Finland, the
system is ISO 45001-certified. This framework provides the
policy foundation for preventive measures to address
ergonomic and physical health risks.
Learning and development
Training and skill development have been identified as a
material topic. Nordic does not currently maintain a formal
Learning & Development policy. Still, it relies on established
practices such as role-based onboarding, on-the-job and
peer learning, mandatory training, and manager-led
development discussions. Responsibility for these activities
is shared between line management and Human
Resources. To better support the systematic management
of this topic, a policy is under development and expected
to be implemented in 2026.
Human rights policy
Nordic's standalone Human Rights Policy has overarching
commitments to decent working conditions and labor
rights. It applies to all employees and informs
management of several cross-cutting S1 topics, including
fair treatment, safety, and grievance handling. Details
relevant to value-chain workers are included in Chapter S2.
The policy is adopted by the BoD and implemented by the
EMT, with awareness supported through Code of Conduct
training.
Monitoring compliance with human and labor
rights commitments
Nordic monitors adherence to its policy commitments
through regular policy review, targeted training, human
rights due diligence processes, grievance mechanisms, and
periodic audits of internal practices and suppliers. Nordic
reports annually on progress and did not record any
severe human rights incidents involving its own workforce
during the reporting period (see S1-17).
Not all material impacts identified under S1 currently have
a dedicated formal policy. In particular, training and skill
development are not yet governed by a standalone policy;
work is underway to develop one for implementation in
2026. Existing policies cover all other material IROs,
primarily the Code of Conduct, Equal Opportunities Policy,
Health and Safety system, and Human Rights Policy.
Engaging with Nordic's workforce
S1-2 Processes for engaging with own workforce and
workers’ representatives about impacts
Creating a workplace where employees can thrive daily
requires engaging with its employees and acting on their
feedback. Nordic strives to incorporate employee
perspectives in decisions, policies, and targets to meet their
needs. The Senior Vice President of People & Culture
oversees these engagement processes and monitors the
effectiveness of actions based on feedback.
Regular consultations with employee representatives
Nordic has house and union employee representatives in
Norway, Finland, and Poland. In Norway and Poland, it
holds monthly forums to discuss business updates and
strategic decisions, while in Finland, meetings are held as
needed. These forums allow representatives to offer
feedback and raise employee concerns about any
negative impacts, including those related to green
transitions. It does not have a specific agreement on
human rights with employee representatives, as this is
covered in its Code of Conduct and regulated by local
laws. Additionally, designated Health and Safety
representatives in each office gather employee feedback,
support compliance with regulatory requirements, and
escalate safety concerns to facilitate timely resolution.
Direct employee feedback
Nordic engages employees directly through regular all-
hands and town hall meetings, sharing updates on new
developments, changes, and potential impacts. Regular all-
hands meetings are scheduled quarterly and include a
Q&A segment to gather and address employee feedback.
Additional all-hands meetings are scheduled as needed. It
has also implemented regular town halls at the functional
level to enhance the flow of relevant information and
provide a space for focused discussion on topics that
matter most to each function. 
Additionally, Nordic collects direct employee feedback
through surveys. In 2025, it has moved from one annual
survey to quarterly surveys to gauge employee sentiment
more frequently and address emerging needs promptly.
The survey in Q3 continues to be its Engagement baseline
survey, which helps us to monitor long-term development
and trends. In 2025, the surveys had an average response
rate of 80%, with the highest participation in its baseline
survey conducted in Q3. Highlights from the surveys
included (on a scale from 1 to 10, where 1 is lowest and 10
is highest): Zero tolerance for unethical behavior (9.1), Peer
relations (8.9), Acceptance (8.9), Psychological safety (8.9),
and Manager Support (8.8). Its biggest improvements were
in Communicating strategy (+0.7) and Transformation &
Change (+0.5), with the former considered high-impact
and the latter identified as a critical area in the 2024
survey. These improvements indicate that the survey and
related follow-up mechanisms are providing actionable
input. The survey also provided feedback that helped
inform its Double Materiality Analysis and strategic
priorities. Managers at each level have access to their
team’s survey results and are expected to follow up with
their teams. By analyzing the global results by gender, the
engagement survey also provides insights into women’s
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
perspectives, which informed its Equal Opportunity Analysis
focused on female employees (see S1-4 Actions).
Furthermore, it has a structured annual appraisal
conversation in place with a dedicated space for
employees to discuss career development, workload,
personal challenges, and work-life balance with their
managers. In 2025, 74.4% of employees formally
completed annual appraisal conversations (2024: 80.7%).
S1-3 Processes to remediate negative impacts and
channels for the own workforce to raise concerns
Employees are encouraged to report concerns or
complaints related to harassment, legal or financial
impropriety, or other issues to their manager, a local HR
Business Partner, employee representatives, or through
Nordic's independent whistleblowing mechanism, as
detailed in G1-1.
Nordic takes all reports seriously, ensuring sensitivity and,
where possible, confidentiality. Upon receiving a grievance,
it conducts thorough due diligence to collect and verify the
facts of a case and, when necessary, implement corrective
actions to address any negative impacts. The nature of
remedial action depends on the issue at hand. Concerns
are tracked in a case system and reported to the Audit
Committee for monitoring. Specific monitoring measures
are decided on a case-by-case basis.
Nordic has a zero-tolerance policy for retaliation against
anyone who speaks up in good faith by raising a concern,
reporting a suspected violation, or participating in an
internal investigation. The Head of Compliance is
responsible for regular reporting to the Chief Executive
Officer and the Audit Committee of the Board.
In its annual Engagement Baseline Survey, Nordic gathers
feedback to monitor awareness and assess employees’
trust in the structures and processes. This year’s feedback
indicates that employees consider unethical and illegal
behavior to be appropriately addressed, feel comfortable
raising concerns, and are aware of the available reporting
channels.
Actions
S1-4 Taking action on material impacts on own workforce,
and approaches to managing risks and pursuing
opportunities related to own workforce, and effectiveness
of those actions
Nordic actively implements measures to mitigate negative
impacts and amplify positive ones. Based on insights from
employee engagement, actions are tailored to address
specific challenges and opportunities.
Training and skill development
Formalizing pathways for development
In 2025, Nordic has taken steps to centralize its
administration and reporting systems, enabling greater
visibility to support broader, more equitable access to
training. In 2026, Nordic plans to further strengthen its
approach to learning by formalizing training and skill
development to create structured growth opportunities.
Extending the program and course portfolio
In 2025, Nordic introduced a blended onboarding program
for new managers across its global operations, designed
to streamline learning and provide access from day one in
every location. Leveraging its enhanced e-learning
infrastructure, it also expanded its internal course portfolio,
adding new offerings in onboarding, compliance, and
other organization-specific areas. This work will continue in
2026, providing employees with more opportunities to
upskill and improve, as well as to deepen their
understanding of key processes and organizational culture.
To further strengthen leadership capability at all levels, it is
developing tailored leadership development programs for
leaders at different stages of their careers.
Representation and equal opportunities
Equal opportunity analysis
To mitigate potential risks related to representation and
equal opportunities, Nordic takes a data-driven approach.
In 2025, alongside monitoring employee experience
through its surveys, Nordic conducted an Equal
Opportunity Analysis focused on women to identify
potential systemic issues. In 2026, it plans to expand this
analysis to include international employees, ensuring equity
across its global workforce.
Women@Nordic Community
In 2025, Nordic launched the Women@Nordic Community
—a platform connecting women across functions and
locations. This community serves as a hub for dialogue,
knowledge exchange, and activities that support personal
and professional development. One key initiative under this
community is the GetConnected Program, which pairs
young female engineers with experienced women at
Nordic, creating a space for discussion, sharing
experiences, reflection, and learning. Based on insights
gathered from the community, it will expand activities in
2026 to further strengthen engagement and impact.
Health and work-life balance
Ergonomics initiative
Nordic promotes active movement through diverse policies
and benefits. In 2025, it launched an Ergonomics Initiative
to adapt work environments to employees’ physical needs
and reduce health risks associated with desk-based work.
This initiative will be rolled out across locations in 2026 and
includes ergonomic assessments by external specialists,
instructional webinars, and an Active Breaks Campaign to
raise awareness of short exercises employees can do
during breaks.
Wellbeing monitoring and targeted measures
Following the restructuring process in 2024, Nordic
conducted a dedicated survey in 2025 to monitor well-
being and identify teams struggling with high workloads.
This allowed us to implement targeted, case-by-case
measures such as restructuring, process optimization, or
hiring. Nordic has also updated its approach to employee
surveys by introducing quarterly pulse surveys that include
questions to track employee wellbeing and balance,
enabling us to monitor this issue regularly. This approach
will guide its actions in the coming year, during which it will
continue to focus on targeted interventions informed by
developing insights.
Nordic implements these actions by leveraging existing
resources and infrastructure to enable efficient, sustainable
execution. While they may require some investment, these
are not expected to have a significant impact on
operational and/or capital expenditures in 2026.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Performance, metrics, and targets
To measure progress, Nordic strives to establish clear
targets and has done so where possible in S1-5. These
targets were developed by a group of internal experts and
anchored with the corresponding management team
member.
For the metrics disclosures below, Nordic has implemented
all requirements except S1-13 (Training and skills
development metrics), for which it has chosen the phase-in
option for 2025, as it works to centralize its training
reporting structure. None of the metrics presented in this
section has been validated by external bodies other than
its assurance provider.
S1-5 Targets related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
In 2025, Nordic has set specific targets to monitor progress
on the identified material topics. Based on the 2024
baseline, the targets for 2025 were to increase the Overall
Engagement score from 7.3 to 7.7, the Transformation &
change score from 6.6 to 7.0, and the Learning & Growth
score from 7.3 to 7.6. Nordic achieved the targets for
Overall Engagement (2025: 7.8) and Transformation &
Change (2025: 7.1), but fell slightly short on Learning &
Growth (2025: 7.5).
For 2026, new targets have been set. While the
transformation process is no longer considered material,
Training & skill development remain important material
topics, and Nordic's actions aim to increase the Learning &
Growth score from 7.5 to 7.7 in 2026.
Representation and Equal Opportunities remain a material
topic as well. Based on the results of the Equal
Opportunity Analysis conducted during 2025, Nordic strives
to increase the number of women in senior leadership roles
in the long term. A specific deadline has been intentionally
avoided to avoid the risk of tokenistic or non-merit-based
promotions. Instead, Nordic commits to continuous
progress and long‑term talent development, which aligns
with ESRS expectations for realistic workforce objectives.
Following gaps observed in 2024, Nordic strengthened its
governance arrangements, data foundations, and
analytical work related to equal opportunities and talent
development in 2025. The definition and operationalization
of measurable targets remains ongoing and will be
informed by the continued maturation of these
foundations.
Regarding the Health & Wellbeing topic, Nordic monitors
several internal indicators. For 2026, the key target is to
maintain short-term sick leave ≤2.5 % in each country of
operation.
S1-6 Characteristics of the company’s employees
Headquartered in Trondheim, Nordic has a total
headcount of 1,426 employees across 24 countries (2024:
1,371 employees across 22 countries). Of these, 1,390 were
full-time employees (permanent employees working full-
time as of December 31, 2025). In addition, 13 employees
had their last day of employment on December 31, 2025;
they are included in leavers for turnover calculations and
therefore excluded from the year-end headcount in S1-6.
The majority of the increase in headcount is due to the
acquisitions of Memfault and Neuton, both in 2025, which
added 55 additional permanent employees. These
numbers are retrieved from its Human Resource
Management Systems (HRMS).
In 2025, 130 employees left the company, of which 78 left
voluntarily, resulting in a voluntary turnover rate of 5.70%
(2024: 7.24%).
The tables below provide more detail about the makeup of
its workforce. Due to privacy considerations and a low
number of individuals, additional gender categories are
not broken out; these employees are included in "Other
gender categories (not disclosed)" (2025: 3).
2024
2025
Voluntary employee turnover rate
7%
6%
Number of employees who left voluntarily
101
78
Voluntary employee turnover rate = voluntary leavers divided by
average headcount.
Gender
Number of employees
(2024 head count)
Number of employees
(2025 head count)
Male
1133
1171
Female
238
252
Other gender
categories (not
disclosed)
0
3
Not reported
0
0
Total employees
1371
1426
Total employees = the total number of employees (both permanent
and temporary) actively employed by Nordic at the end of the
reporting period, including employees hired through Professional
Employer Organizations (PEOs), and excluding employees whose
last working day or the last day of their notice period lies before
the end of the reporting period.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Global footprint and amployees 2025@3x.png
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Country
Number of employees
(2024 head count)
Number of employees
(2025 head count)
Norway
564
569
Finland
305
293
Poland
112
110
UK
49
53
Taiwan
59
58
USA
62
93
India
48
49
Sweden
34
35
Germany
5
12
China
28
30
Hong Kong
12
11
Japan
5
6
South Korea
4
4
Singapore
8
8
Philippines
62
72
Denmark
3
3
Australia
2
3
Netherlands
2
3
France
2
2
Spain
3
3
Canada
1
4
United Arab
Emirates
0
3
Italy
0
1
Portugal
0
1
Bulgaria
1
0
2024
Female
Male
Other gender
categories
(not
disclosed)
Not reported
Total
Number of employees (headcount)
238
1133
0
0
1371
Number of permanent employees (headcount)
235
1128
0
0
1363
Number of temporary employees (headcount)
3
5
0
0
8
Number of non-guaranteed hours employees (headcount)
0
0
0
0
0
Number of full-time employees (headcount)
228
1105
0
0
1333
Number of part-time employees (headcount)
7
23
0
0
30
2025
Female
Male
Other gender
categories
(not
disclosed)
Not reported
Total
Number of employees (headcount)
252
1171
3
0
1426
Number of permanent employees (headcount)
247
1168
3
0
1418
Number of temporary employees (headcount)
5
3
0
0
8
Number of non-guaranteed hours employees (headcount)
0
0
0
0
0
Number of full-time employees (headcount)
242
1145
3
0
1390
Number of part-time employees (headcount)
5
23
0
0
28
Permanent employee = a person hired directly by Nordic on a not-
time-limited contract
Temporary employee = a person hired directly by Nordic on a
time-limited work contract
Non-guaranteed hours = a person hired directly by Nordic on a
contract without a defined number of work hours in the contract
Full-time employee = a person hired as a permanent employee
directly by Nordic on a contract for what local law establishes as
full-time (normally 40 hours per week)
Part-time employee = a person hired directly by Nordic as a
permanent employee on contract with a defined number of hours,
but less than what local law establishes as full-time (normally 40
hours per week)
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S1-7 Characteristics of non-employees in Nordic's
own workforce
In addition to its employees, Nordic's workforce also
comprises 67 non-employees. These consist of contractors
counted at year-end. The contractors are employed by
third parties but engaged in employment activities with
Nordic. The number is gathered from its HRIS as of
December 31, 2025. This provides a snapshot of the
Group's use of non-employees. The downside is that the
number fluctuates throughout the year and will not capture
these fluctuations. The upside is that, by consistently
reporting this number from the same date, it will be able to
see trend changes in the use of non employees.
2024
2025
Total number of non-employees
51
67
Contractor = a person hired through a third party on a time-
limited contract
S1-9 Diversity metrics
Nordic aspires to be an inclusive and attractive workplace
for employees across all age groups and phases of life.
The average employee age in 2025 was 41.5 years old. The
youngest employee was 22, and the oldest was 68 in 2025.
2024
2025
Gender diversity
Women in top management
1 (9%)
1 (9%)
Distribution of employees by age group
Under 30 years old
13%
11%
Between 30 and 50 years old
65%
66%
Over 50 years old
22%
21%
Age group percentages are calculated using employees
with available age information in the HR system;
employees without recorded age data are included in total
headcount but not allocated to age categories.
S1-13 Training and skills development metrics
Nordic has chosen the phase-in option for this year. It has
defined centralized reporting guidelines, but the practical
implementation is still ongoing. Hence, the data would not
be representable for this year. It will report on this from
next year onward.
S1-14 Health and safety metrics
Nordic's Health and Safety Management System is
designed to cover 100% of its workforce.
There were 0 fatalities due to work-related injuries or work-
related ill health in the year.
There was 1 recordable work-related accident and 2 cases
of work-related ill health.
0 days were lost due to work-related injuries or work-
related ill health.
S1-15 Work-life balance metrics
Nordic's employees’ social protection entitlement means
100% of employees are entitled to parental leave. In 2025,
6% of employees took parental leave, of which 80% were
men and 20% were women.
2024
2025
Employees entitled to parental leave
100%
100%
Entitled employees who took parental leave
4%
6%
of which % were men
71%
80%
of which % were women
29%
20%
Parental leave = leave from work to take care of the newborn
child in accordance with local law and legislation
S1-16 Remuneration metrics (pay gap and total
remuneration)
The gender pay ratio is calculated as the average across
positions. In the R&D department in Norway, the average
salary for women in 2025 was 85 % of the average salary
for men. The average global salary for female employees
in all departments was 77% of that of men, excluding
executive management. Within executive management, the
average salary for female employees was 77% of that of
men.
The general salary gap between women and men is
explained by a larger share of men in senior positions and
a higher proportion of men in customer-facing roles with
higher salaries. Nordic also sees a predominance of
women in junior and administrative positions, particularly in
low-cost countries, where salary levels are below the
Group average. This affects the ratio, for instance, in the
Supply Chain department, where its main locations are in
Asia.
Nordic is committed to monitoring and analyzing the
gender pay ratio worldwide, focusing on both diversity and
roles while adhering to current, challenging local market
practices. The remuneration metric was revised in 2025 to
refine role classification. As a result, the "Sales" category
now includes only revenue-generating sales roles; sales
support functions were included in 2024 but are no longer
in scope. This refinement affects year-on-year
comparability.
The remuneration metrics are calculated based on payroll
employees (permanent employees) and therefore exclude
temporary employees. The calculation population for 2025
is 1,431, comprising 1,418 permanent employees at year-end
and 13 employees whose last day of employment was
December 31, 2025 (see Note 8, Payroll expenses, in the
Financial Statements for cross-reference).
2024 Category
Male
Female
Gender pay
ratio
Overall (excl. EMT)
1117
234
75%
Executive Management Team
10
1
78%
Business Support
67
45
81%
R&D
891
116
81%
Sales
107
29
76%
Supply Chain
54
42
46%
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
2025 Category
Male
Female
Gender pay
ratio
Overall (excl. EMT)
1171
249
77%
Executive Management Team
10
1
77%
Business Support
94
71
83%
R&D
928
123
88%
Sales
89
10
97%
Supply Chain
60
45
44%
Pay Ratio
In 2025, the ratio of Nordic's highest-paid individual's
annual total remuneration to the median annual total
remuneration for all employees (excluding the highest-paid
individual) was 9.68:1. This calculation includes base salary,
bonuses, stock options, and other benefits.
Nordic continues to review its remuneration structures to
support competitiveness and fairness in line with market
practices and its business strategy.
S1-17 Incidents, complaints, and severe human
rights impacts
In 2025, Nordic recorded eight employee complaints
through its Integrity Line and other grievance channels.
There were no incidents of discrimination or harassment,
no severe human rights incidents (such as forced labor,
human trafficking, or child labor) connected to its own
workforce, including no cases of non-respect of the UN
Guiding Principles, ILO Declaration, or OECD Guidelines.
There were no related fines or penalties during the
reporting period.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S2: Workers in the value chain
Nordic’s fabless business model relies on upstream mineral extraction, Tier 1–2 manufacturing partners, and downstream logistics operations. Fair, safe, and lawful working conditions
across these tiers are essential for maintaining continuity, ensuring quality, and complying with customer and regulatory expectations.
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic’s 2025 Double Materiality Assessment (DMA) identifies material potential impacts on value-chain workers related to working conditions, equal treatment and opportunities for all,
and other work-related rights. These impacts stem from the extraction and processing of upstream raw materials, Tier-1 semiconductor manufacturing, and downstream logistics operations.
While these impacts are material from an impact perspective, Nordic did not identify distinct material risks or opportunities with a direct financial effect on the business in the 2025 DMA.
Equal treatment and opportunities for all
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Gender-based role segregation
and unequal treatment
Potential negative impact
l
l
Other work-related rights
Child and forced-labor risks in raw
material and Tier 2+ suppliers
Potential negative impact
l
l
Impacts on migrant workers’ rights
at Tier 1 suppliers
Potential negative impact
l
l
Working conditions
Safe and fair working risks in
upstream and Tier 2+ facilities
Potential negative impact
l
l
Safe and fair working risks at Tier 1
suppliers
Potential negative impact
l
l
l
This disclosure covers all materially affected value-chain
workers. This includes workers in upstream mining,
smelting, and Tier 2 and higher processing; workers in Tier
1 manufacturing, assembly, testing, and packaging; workers
in downstream logistics and distribution; and workers
engaged through third-party arrangements or other
relevant business relationships. Vulnerable groups include
migrant workers, women, and young workers. High-risk
geographies include the DRC region for 3TG extraction, as
well as Malaysia, China, and the Philippines for
manufacturing.
Material impacts
Gender-based role segregation and unequal treatment
Gender-segregated job structures persist at Tier-1 suppliers,
where women are concentrated in operator roles while
men occupy technical and supervisory positions. This limits
skills development, career progression, and wage
opportunities, and may affect the long-term availability of
specialist labor as manufacturing becomes increasingly
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
skills-intensive. These patterns reflect structural norms in
key Asian manufacturing hubs.
Child and forced-labor risks in raw material and
Tier 2+ suppliers
Extraction and early-stage processing of 3TG and other
raw materials present systemic risks of child labor, forced
labor, hazardous working conditions, and informal
employment due to weak governance in high-risk regions.
Tier-2+ processing facilities may expose workers to unsafe
chemicals or recruitment practices such as fees or
document retention. These risks may affect supply stability
and customer expectations for compliance.
Impacts on migrant workers’ rights at Tier 1 suppliers
Migrant workers in Tier 1 manufacturing may face
recruitment fees, passport retention, restricted mobility, and
inadequate accommodations provided by their employers.
Such conditions increase vulnerability, limit access to
grievance mechanisms, and may affect supplier audit
outcomes, particularly in jurisdictions with weaker
enforcement of labor rights.
Safe and fair working risks in upstream and
Tier 2+ facilities
Workers in upstream processing and Tier-2+ facilities may
face exposure to hazardous chemicals, unsafe machinery,
excessive working hours, and insecure employment
arrangements. Temporary and informal workers may lack
access to mandated benefits or appropriate reporting
channels. These conditions may lead to illness, injury, or
wage violations and can indirectly affect supply continuity.
Safe and fair working risks at Tier 1 suppliers
Tier-1 manufacturing, assembly, testing, and packaging
activities may involve repetitive or strenuous tasks, long
standing periods, hazardous chemical exposure, and
substantial overtime driven by production cycles. Migrant
and temporary workers may have unequal access to
training, safety briefings, or grievance mechanisms.
Logistics workers may face excessive hours or heavy lifting.
These conditions can increase fatigue and the risk of injury,
and potentially disrupt production.
Effects on strategy, business model, and resilience
These impacts are linked to Nordic’s outsourced fabless
business model and the labor conditions in upstream
extraction, Tier-1 manufacturing, and global logistics. They
inform supplier qualification, Responsible Business Alliance
(RBA)-aligned oversight, and risk-based follow-up. The
impacts are systemic and are expected to persist across
the short-, medium-, and long-term.
Changes from the previous reporting period
Material impacts in 2025 are consistent with those in 2024,
with strengthened evidence of upstream risks and gender-
segregation patterns. No material S2 risks or opportunities
were identified.
Impact, risk, and opportunity management
S2-1 Policies related to value chain workers
Nordic manages its material impacts on value chain
workers through its Human Rights Policy, Supplier Code of
Conduct, and Conflict Minerals Policy. These policies apply
across upstream raw material extraction and processing,
Tier 1 and Tier 2+ manufacturing, and downstream logistics
operations. Together, they address all material impacts
identified in the 2025 DMA, including risks of child labor,
forced or compulsory labor, unequal treatment, unsafe
working conditions, and vulnerabilities affecting migrant
and temporary workers. The policies apply to all workers in
the upstream and downstream value chain, including
vulnerable groups.
The Human Rights Policy sets out Nordic’s commitment to
respect internationally recognized human rights, including
the prohibition of child labor, forced or compulsory labor,
human trafficking, discrimination, and retaliation, and
affirms workers’ rights to fair and safe working conditions.
It is aligned with the UN Guiding Principles on Business
and Human Rights, the ILO Declaration on Fundamental
Principles and Rights at Work, and the OECD Guidelines
for Multinational Enterprises. It outlines Nordic’s human-
rights due diligence process, including risk identification,
prevention, mitigation, and access to remedy. Nordic
monitors implementation through supplier assessments,
RBA audit results, grievance mechanisms, and structured
follow-up processes, and publishes an annual Human
Rights Statement in accordance with the Norwegian
Transparency Act. Nordic's Human Rights Statement for
2025 will be available on its website at
The Supplier Code of Conduct establishes Nordic’s
expectations for labor standards, responsible recruitment,
working hours and wages, worker safety, humane
treatment, and suitable accommodation for migrant
workers. It is based on the RBA Code of Conduct and
applies to all suppliers contributing to Nordic’s value chain.
The Conflict Minerals Policy addresses risks associated with
mineral extraction and processing in conflict-affected and
high-risk areas, requiring suppliers to conduct due diligence
consistent with the OECD Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-
Affected and High-Risk Areas.
Responsibility for these policies rests with Nordic’s senior
leadership. The Chief Executive Officer is responsible for
the Human Rights Policy, the Corporate Social
Responsibility Policy, and the Conflict Minerals Policy,
which reflect the Group's scope. The Executive Vice
President of Supply Chain is responsible for the Supplier
Code of Conduct, including its communication and
implementation among suppliers. Based on the information
available through its due diligence processes during the
reporting period, Nordic did not identify any instances of
non-compliance with the UN Guiding Principles, the ILO
Declaration on Fundamental Principles and Rights at Work,
or the OECD Guidelines for Multinational Enterprises in the
upstream or downstream value chain. Policies remain
publicly available in English, and employees involved in
procurement, supplier development, and human rights due
diligence received targeted training on their
implementation.
S2-2 Processes for engaging with value chain workers
about impacts
Nordic engages with value-chain workers indirectly through
credible proxies, consistent with its fabless business model
and limited operational control over manufacturing or
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
logistics facilities. Engagement is primarily conducted
through RBA Validated Assessment Program audits, which
include auditor-led worker interviews, and through Nordic’s
human rights due diligence (HRDD) questionnaires
completed by supplier management. These mechanisms
provide insight into working conditions across upstream
raw-material processing, Tier-1 and Tier-2+ manufacturing,
and logistics providers.
Engagement takes place during scheduled RBA audit
cycles, annual HRDD reassessments, and targeted follow-
ups triggered by risk indicators or audit findings. Frequency
depends on supplier risk profiles and audit schedules.
Operational responsibility for ensuring engagement and
integrating results into Nordic’s approach rests with the
Executive Vice President of Supply Chain. The Head of
Compliance oversees the effectiveness of HRDD activities,
including analysis of audit findings, review of supplier
responses, and follow-up on corrective actions. Public
inquiries related to human rights impacts are handled
through Nordic's Integrity Line, which includes a dedicated
Transparency Act pathway separate from grievance
mechanisms. Nordic has not established Global Framework
Agreements with global union federations; however, it
participates in multilateral initiatives such as the RBA and
the UN Global Compact, which provide structured avenues
for dialogue and insight into worker conditions.
Nordic assesses the effectiveness of engagement by
tracking questionnaire response rates, analyzing audit
findings and non-conformities, monitoring corrective action
implementation, and reviewing supplier-level improvements
resulting from these processes. To gain insight into
vulnerable groups—particularly migrant workers, women,
young workers, and workers reliant on employer-provided
accommodation—Nordic incorporates targeted questions
in its HRDD questionnaire and reviews relevant summaries
from RBA assessments.
S2-3 Processes to remediate negative impacts and
channels for value chain workers to raise concerns
Nordic addresses material negative impacts through its
HRDD framework, which is aligned with the UN Guiding
Principles and the OECD Guidelines for Multinational
Enterprises. When adverse impacts are identified, Nordic
responds directly where it may contribute to the impact
and exercises leverage with suppliers where impacts are
linked to business relationships. The third-party Integrity
Line provides confidential, anonymous reporting via an
external portal. All reports are handled in accordance with
the Reporting and Handling of Concerns Procedure, which
sets defined timelines for acknowledgement, assessment,
and closure.
Through its HRDD questionnaire and findings from RBA-
aligned assessments, Nordic evaluates whether suppliers
provide accessible grievance mechanisms, including
anonymous reporting options and procedures for
investigation and remediation. It also expects suppliers to
maintain accessible grievance mechanisms for their
workers, including anonymous reporting options. Through
the HRDD questionnaire and RBA-aligned assessments,
Nordic evaluates whether such channels exist, how they
function, and whether migrant workers, young workers, or
workers in employer-provided accommodation have
adequate access to them. Nordic monitors issues through
case records, corrective-action plans, and follow-up
reviews of supplier progress. While the Integrity Line
provides confidential, anonymous reporting, Nordic has not
yet established a formal process to assess workers'
awareness of or trust in these mechanisms. Developing
such an assessment method is planned as part of program
development. No severe human rights incidents requiring
formal remedies were identified in 2025.
S2-4 Taking action on material impacts on value chain
workers, approaches to managing risks and pursuing
opportunities related to value chain workers, and the
effectiveness of those actions
Nordic undertook targeted actions in 2025 to address the
material impacts identified above, implemented through
the HRDD program, the Supplier Code of Conduct, and
RBA-aligned oversight mechanisms. Actions were carried
out across relevant tiers in the upstream and downstream
value chains, with follow-up integrated into supplier
management routines.
Actions taken in 2025 to prevent and mitigate material
negative impacts
In 2025, Nordic implemented targeted actions aligned with
RBA and OECD expectations, including:
■Gender-based role segregation and unequal treatment
Conducted high-level screening and follow-up
dialogues with Tier-1 suppliers on gender-segregated
roles and equal-opportunity indicators.
■Forced-labor and child-labor risks in raw materials and
Tier 2+ suppliers
Reviewed and followed up on third-party supplier
sustainability assessments (including RBA VAP and
equivalent ESG rating outputs) and HRDD findings
related to child labor and forced labor in upstream and
Tier-2+ suppliers.
■Impacts on migrant workers’ rights at Tier-1 suppliers
Assessed migrant-worker recruitment and
accommodation practices at Tier-1 suppliers and
initiated corrective-action tracking where needed.
■Safe and fair working risks in upstream and Tier 2+
facilities
Reviewed smelter HSE-conformance status via RMI and
reinforced upstream expectations through engagement
with Tier-1 suppliers.
■Safe and fair working risks at Tier-1 suppliers
Reviewed working hours, wages, and employment
practice indicators and conducted follow-up dialogues.
■Working-condition risks in logistics operations
Communicated labor-rights expectations to logistics
providers and included relevant indicators in supplier
reviews.
These activities form part of Nordic’s ongoing due diligence
activities and are not established as outcome-oriented
targets. Actions were executed through existing Supply
Chain and Compliance functions, utilizing existing third-
party assessment tools (including RBA VAP results and ESG
supplier rating outputs), HRDD questionnaires, and
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
responsible-minerals due diligence. The 2025 DMA did not
identify material S2-related positive impacts, risks, or
opportunities at the Group level. Nordic therefore did not
implement any additional positive-impact or financially
driven initiatives for value-chain workers in 2025 beyond
those described above.
Where Nordic identified potential linkage to impacts,
Nordic used commercial leverage through corrective-action
plans, supplier-qualification conditions, and structured
follow-up routines. Where Nordic identifies that it may
have caused or contributed to an adverse impact, it seeks
to provide for or cooperate in remediation. Where impacts
are directly linked to Nordic through business relationships,
Nordic uses leverage through corrective-action plans,
supplier-qualification conditions, and structured follow-up
routines.
Effectiveness is evaluated through verification of corrective
actions, review of RBA non-conformities, smelter
conformance results, and supplier performance reviews.
Nordic also takes steps to avoid contributing to negative
impacts through its own practices by maintaining realistic
delivery timelines and clear communication with suppliers.
Performance, metrics, and targets
S2-5 Targets related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Nordic has established a limited set of interim, process-
based targets for 2025 to support the management of
material impacts on value-chain workers identified in the
DMA. The targets align with the Human Rights Policy and
the Supplier Code of Conduct, use 2024 as the baseline
year, and apply across relevant tiers of the upstream and
downstream value chain in high-risk jurisdictions. For Tier-1
screening, Tier-1 suppliers are defined as all suppliers to
which Nordic has directly placed purchase orders during
the reporting year (direct suppliers). In 2025, Nordic
transitioned the Tier-1 screening tool from KPMG’s HRDD
tool (used for the 2024 baseline) to EcoVadis IQ Plus.
Nordic has not set outcome-oriented or positive-impact
targets for value-chain workers.
Operational targets for 2025
Nordic’s operational targets for 2025, and the related
outcomes, are summarized in the table below.
■Achieve 100 percent high-level screening of Tier-1
suppliers using an ESG supplier risk-screening tool
aligned with RBA expectations (currently EcoVadis IQ
Plus).
■Maintain 100 percent RBA Code commitment among
Tier-1 manufacturing partners.
■Maintain 100 percent conflict-minerals reporting for
standard products.
■Maintain a minimum of 70 percent RMI membership
among relevant manufacturing partners.
These targets track implementation of key due diligence
controls and therefore function as process indicators rather
than outcome-oriented targets.
Process for setting and reviewing targets
Targets were established through internal materiality
analysis and supplier-management processes, informed by
RBA and RMI requirements and available supplier
assessment data. Nordic did not engage directly with
value-chain workers or their representatives in setting these
targets due to the structure of the fabless business model.
Nordic may evaluate options for structured engagement
through credible proxies as part of future HRDD
development.
Monitoring and performance evaluation
Progress is monitored using the entity-specific metrics in
the table, including Tier-1 screening coverage, supplier in-
depth assessment coverage, RBA Code commitment rates,
RMI membership, and completeness of conflict-minerals
reporting. In 2025, Nordic transitioned the Tier-1 screening
tool from KPMG’s HRDD tool (used for the 2024 baseline)
to an ESG supplier risk-screening platform (EcoVadis IQ
Plus). While the screening objective and coverage
definition remain unchanged, methodological differences
between tools may affect year-on-year comparability.
Nordic also collects EMRT information where relevant;
given evolving scope and reference data, Nordic has not
set a separate EMRT target for 2025. In addition, Nordic
tracks the status of relevant non-conformances through
corrective action follow-up routines. These indicators are
reviewed through established supplier-management
routines and Compliance follow-up activities.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Entity-specific metrics: value chain workers
Metric
2024 value (baseline)
2025 target
Material impact addressed
2025 value (outcome)
Methodology & limitations
External validation
Tier-1 high-
level
screening
coverage
100% of Tier-1 supplier
base screened using the
KPMG HRDD tool.
Denominator: suppliers
with purchase orders
placed by Nordic in the
reporting year.
100%
Cross-cutting for Tier-1
impacts (equal treatment
and opportunities; migrant-
worker vulnerabilities; safe
and fair working conditions
at Tier 1 and logistics-
related working conditions).
100% of Tier-1 supplier base
screened using EcoVadis IQ Plus
(same denominator).
In 2025, Nordic changed the screening tool from
KPMG’s HRDD tool (2024) to EcoVadis IQ Plus.
The metric definition (coverage of Tier-1 screening)
remains unchanged, but comparability may be
affected by differences in tool methodologies,
scope, and acceptance status (where applicable).
EcoVadis platform
output (and/or
evidence from
equivalent tools,
where used).
Supplier in-
depth
assessment
coverage
Batch 1: 8 suppliers; Batch
2: 10 suppliers.
No numeric target set: risk-
based in-depth
assessments using RBA
SAQ, EcoVadis Vitals/
Ratings, and Nordic’s HRDD
questionnaire, reviewed
through supplier follow-up
routines.
Cross-cutting support for all
five S2 material impacts,
with primary use for Tier-1
working conditions,
migrant-worker
vulnerabilities, and equal
treatment indicators.
Tier-1, high risk: 13 suppliers: RBA
SAQ: 5; EcoVadis assessment
(Ratings/Vitals): 0; Nordic HRDD
questionnaire: 5.
Tier-1, medium-high risk: 57
suppliers: RBA SAQ: 3; EcoVadis
assessment (Ratings/Vitals): 9;
Nordic HRDD questionnaire: 2.
Counts reflect coverage by tool type; suppliers
may be covered by multiple tools (potentially
overlapping coverage). Coverage varies with
batch planning, supplier criticality, and the
availability of supplier assessments. EcoVadis
assessments may be conducted via Ratings or
Vitals, depending on supplier profile and
availability; these are treated as equivalent for
coverage reporting.
Mix of self-reported
inputs (RBA SAQ,
supplier
questionnaires) and
third-party
assessments
(EcoVadis, where
applicable).
RBA Code
commitment
100% of Tier-1
manufacturing suppliers.
Maintain 100%.
Primarily supports Tier-1
impacts (safe and fair
working risks at Tier 1;
migrant-worker rights at
Tier 1; equal treatment and
opportunities at Tier 1).
100% (target met).
Direct verification of signed commitments;
measures commitment only, not maturity or
effectiveness of implementation.
RBA membership
verification
(commitment
verification basis).
RMI
membership
70% (7/10 of relevant
manufacturing partners).
Maintain at least 70%.
Primarily supports upstream
impacts (child and forced-
labor risks in raw materials
and Tier-2+, and safe and
fair working risks in
upstream and Tier-2+
facilities).
78% (7/9 of relevant
manufacturing partners, target
met).
Verified through RMI member directory; does not
independently validate upstream HSE
performance. The denominator changed in 2025
due to one manufacturing partner ceasing
operations, affecting year-on-year comparability.
RMI verification.
Conflict-
minerals
reporting
(CMRT)
100% of standard
products with complete
CMRT.
Maintain 100%.
Upstream impacts (child
and forced-labor risks in
raw materials and Tier-2+
suppliers).
100% (target met).
Based on supplier CMRT submissions, accuracy
depends on supplier declarations and
completeness of smelter/refinery data.
RMI conformant
smelter verification
(where applicable).
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
S4: Consumers and end-users
Nordic’s low-energy connectivity and embedded-processing technologies are integrated into a wide range of downstream consumer and end-user applications, including healthcare
monitoring, smart-home systems, agriculture, environmental tracking, and industrial IoT. Ensuring the safe, secure, and reliable use of these technologies is critical to maintaining trust,
supporting long-term customer relationships, and protecting end users whose daily activities depend on the performance of Nordic-enabled devices.
Impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic’s 2025 Double Materiality Assessment (DMA) identifies one material positive impact arising from the downstream use of low-energy connectivity solutions, along with two material
financial risks related to end-users' privacy and product security vulnerabilities. These impacts and risks stem from Nordic’s product design choices and downstream value chain
relationships. They inform Nordic’s strategy by continuing to prioritize energy-efficient product design, secure-by-design development practices, and strengthened technical information to
support customer implementation. No material opportunities were identified for consumers and end-users in the 2025 DMA.
Information-related impacts for consumers and/or end users
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Enabling sustainable applications
through low-energy connectivity
Actual positive impact
l
l
Financial risks related to end-user
privacy and information impacts
Risk
l
l
Financial risks related to product-
security information impacts
Risk
l
l
This disclosure covers consumers and end users of devices
developed and marketed by Nordic’s customers, in which
Nordic-enabled components are integrated into end
products used in consumer, industrial, healthcare, and
other IoT applications.
Material impacts
Enabling sustainable applications through low-
energy connectivity
Nordic’s low-energy connectivity solutions support devices
that use less power, operate longer on battery, and
provide more reliable access to information. These effects
materialize primarily in the short term, benefiting end-users
who rely on stable, durable, and efficient device
performance. The impact originates directly from Nordic’s
strategic emphasis on ultra-low-power product design
under the Products Building Block, reinforcing its continued
investment in energy efficiency, power management
integration, and lifecycle support capabilities. No negative
impacts were assessed as material for S4 in the 2025 DMA.
Material risks
Nordic does not control device-level design, data handling,
or security implementation. Nevertheless, the DMA
identifies two material financial risks related to
downstream privacy and product-security dependencies.
Financial risks related to end-user privacy and
information impacts
Privacy or data integrity failures in downstream devices
that use Nordic’s components may result in commercial
consequences, including customer dissatisfaction,
reputational impacts, or stricter customer qualification
requirements. These risks are most relevant in data-
intensive sectors such as medical monitoring, consumer IoT,
and industrial applications. The risk stems from Nordic’s
enabling technology role, in which customers retain
responsibility for data handling and security
implementation. It informs Nordic’s strategy through
investments in secure-by-design processes, documentation
quality, and customer guidance to support secure
integration and safeguard commercial resilience.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Financial risks related to product-security
information impacts
Security vulnerabilities in devices incorporating Nordic
technology—such as exploitable firmware, weak
authentication, or delayed patching—may lead to
downstream product recalls and customer-borne
remediation costs, with potential indirect financial
consequences for Nordic. These risks are particularly
relevant in safety-critical or regulated applications. They
inform Nordic’s strategy by increasing investment in
vulnerability-management systems, improving security-
related documentation, and implementing secure
development practices to support continued market access
and customer confidence.
Changes from the previous reporting period
There were no changes to the set of material impacts or
risks related to consumers and end-users compared with
the previous reporting period. Updates in 2025 reflect
strengthened evidence regarding systemic privacy and
security expectations for connected devices, as well as
improved traceability enabled by Position Green’s ESRS-
aligned DMA module.
Impact, risk, and opportunity management
S4-1 Policies related to consumers and end-users
Nordic’s policies related to consumers and end-users
address the material financial risks identified in the 2025
DMA, namely risks associated with (i) end-user privacy and
information handling and (ii) product-security vulnerabilities
in downstream devices. Nordic does not have a dedicated
policy governing the positive downstream impact
associated with low-energy connectivity; this impact is
advanced through product strategy and R&D priorities
under the Sustainability Strategy 2025 – Products building
block.
Policy content, objectives, and scope
Nordic’s Privacy Policy outlines its commitments to the
lawful, transparent, and secure processing of personal
data in accordance with relevant regulations, including the
GDPR and CCPA. The policy governs Nordic's processing
of personal data through its digital platforms and services.
It does not extend to personal data processed within
customer-built devices that incorporate Nordic’s
components. The policy applies to customers, website
visitors, users of developer platforms, and other external
parties interacting with Nordic’s services.
Nordic’s Information Security Policy, which forms part of
the company’s ISO 27001-certified Information Security
Management System (ISMS), establishes requirements for
maintaining the confidentiality, integrity, and availability of
information assets. It covers security governance, protective
controls, supplier alignment, business continuity, regulatory
compliance, and incident reporting.
Nordic’s Vulnerability Disclosure Policy outlines the
company’s product security assurance model, including the
responsibilities of the Product Security Incident Response
Team (PSIRT), responsible disclosure processes, and the
utilization of the YesWeHack bug bounty program. The
policy governs the receipt, assessment, and communication
of security vulnerabilities in Nordic’s hardware, software,
documentation, and services.
The policies apply globally to Nordic’s internal operations,
products, software, and firmware releases, as well as
customer-facing technical documentation. Their scope
supports downstream integration through secure-by-design
requirements, vulnerability handling, and customer-facing
technical documentation; Nordic does not control
customers’ device-level implementation.
Governance and accountability
Senior accountability for policy implementation rests with
the Product Security Director. Operational responsibility is
held by the Security Certifications Manager, who also
oversees the R&D security program and leads PSIRT
activities. Business line management and the Legal
function provide oversight regarding regulatory
compliance, including GDPR and CCPA requirements,
contractual obligations relating to data protection and
security, and external transparency commitments.
Implementation is monitored through ISO 27001 controls
and established security-governance processes.
S4-2 Processes for engaging with consumers and end-
users
Nordic engages with consumers and end-users primarily
through credible proxies, including customers, developer
communities, and technical support channels. As Nordic
supplies semiconductor components that are integrated
into customer-designed devices, direct engagement with
end-users is generally limited.
Insights into consumer and end-user needs and impacts
are obtained through several established channels,
including:
■Customer satisfaction surveys conducted with
customers and distributors
■Ongoing dialogue with key account customers
regarding product performance and integration
■Technical support interactions through Nordic’s
DevZone developer platform
■Product quality communication through the Field
Quality Group
Engagement occurs throughout the product lifecycle,
including during product development through customer
collaboration, after product launch through customer
feedback processes, and during ongoing product use
through technical support interactions. Customer surveys
are conducted periodically, while technical support
engagement occurs continuously as part of normal
product support operations.
Operational responsibility for ensuring that feedback from
these engagement channels informs Nordic’s product
development and documentation processes rests with the
relevant business line management functions, supported by
product-security, product-quality, and customer-support
teams.
Nordic assesses the effectiveness of these engagement
processes through review of customer survey results,
analysis of support inquiries, product quality feedback, and
internal management reviews used to identify
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
improvements in product documentation, development
priorities, and customer guidance.
S4-4 Taking action on material impacts on consumers
and end-users, approaches to managing risks and
pursuing opportunities related to consumers and end-
users, and the effectiveness of those actions
Nordic’s actions under S4 in 2025 address the two material
financial risks identified in the DMA—end-user privacy
impacts and product-security-related information impacts
—and support the positive downstream impact associated
with low-energy connectivity. Actions supporting the
positive impact included maintaining and enhancing
product datasheets, application notes, and power-profiling
documentation that describe low-power characteristics
and enable customers to design sustainable IoT
applications.
To mitigate financial risks related to end-user privacy and
information handling, Nordic maintained GDPR-aligned
privacy processes and incident response procedures. In
2025, Nordic reviewed customer-facing documentation
where privacy-relevant considerations arise and
incorporated privacy considerations into selected security
assessments. It also responded to technical questions from
customers related to the behavior of Nordic components,
which may inform their own data-handling assessments.
Nordic does not provide customers with advice on legal or
regulatory compliance. Planned actions include continued
documentation reviews with a focus on accuracy and
regulatory alignment where relevant, as well as improving
internal processes for identifying privacy considerations
during security assessments. These privacy-related actions
apply to Nordic’s own digital services and platforms, where
Nordic acts as data controller or processor, and do not
extend to personal data processed within customer-built
devices that incorporate Nordic components, for which
customers remain independently responsible.
To manage financial risks associated with downstream
product security vulnerabilities, Nordic continued to apply
secure-by-design requirements. In 2025, Nordic expanded
its penetration testing by engaging external security
laboratories to conduct independent security assessments
of selected chips, ROM, and firmware solutions. It
deepened coordinated security assessments. Planned
actions include extending penetration testing to additional
product families and enhancing security audit routines
across business lines.
In 2025, Nordic initiated a multi-year alignment program
for the EU Cyber Resilience Act (CRA), which will fully apply
from December 11, 2027. The program focuses on
documentation governance, requirements for handling
vulnerabilities, secure development practices, and lifecycle
security management for products with digital elements.
These actions are planned for completion on a medium-
term horizon running through 2027.
Effectiveness is monitored through ISO 27001 controls,
internal ISMS audit and certification assessments, security
testing results, PSIRT performance indicators, and customer
feedback from coordinated disclosure and documentation
updates. No severe human rights issues or material
negative impacts involving consumers or end-users were
identified in 2025. Therefore, there were no cases requiring
specific remedial action beyond the risk-mitigation
activities described above. Resources allocated to these
activities include dedicated product security and
compliance personnel, PSIRT operations, secure
development engineering time, security testing budgets,
and ongoing R&D investment in ultra-low-power
architectures.
Performance, metrics, and targets
S4-5 Targets related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Nordic has established proportionate targets and
monitoring objectives for 2025, aligned with the material
topics identified in the DMA. These include (i) a qualitative
objective to support the material positive impact related to
sustainable IoT applications, (ii) monitoring-based
indicators for privacy-related financial risks, and (iii) a
quantitative target for product-security-related financial
risks. Together, these targets and objectives operationalize
Nordic’s Information Security Policy, Privacy Policy,
Vulnerability Disclosure Policy, and Sustainability Strategy
2025.
Target setting and scope
For the material positive impact on sustainable
applications, Nordic has not set a quantitative target for
2025. Instead, Nordic applies a qualitative objective to
identify and document representative customer use cases
that demonstrate how its ultra-low-power connectivity
enables more energy-efficient IoT applications. This
objective applies across global markets and downstream
applications. Nordic will use insights gathered during 2025
as the baseline for assessing the feasibility of defining a
more structured, outcome-oriented target in a subsequent
reporting period.
For privacy-related financial risks, Nordic did not set a
numeric target. Monitoring of substantiated privacy
incidents in Nordic’s own digital services, as well as
periodic internal reviews of Nordic’s privacy
documentation, serve as indicators for assessing
performance. These activities support the policy objective
of maintaining GDPR-aligned processes within Nordic’s
operations. They do not extend to downstream devices,
where customers independently manage data handling
and compliance.
For product security-related financial risks, Nordic
maintains an absolute target of zero critical, unresolved
product vulnerabilities. This target was achieved in 2025,
with zero critical vulnerabilities remaining unresolved at
year-end. Performance against this target is measured
using vulnerabilities classified as "critical" in accordance
with Nordic’s PSIRT severity classification methodology,
which aligns with CVSS scoring and is applied consistently
through established PSIRT procedures.
A vulnerability is considered resolved when one of the
following has been formally approved and documented in
accordance with PSIRT procedures: (i) a corrective fix, (ii)
an approved mitigation or workaround with documented
risk acceptance, or (iii) formal customer communication
and closure where remediation is not technically feasible.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
The target applies to vulnerabilities that remain unresolved
beyond Nordic’s defined PSIRT handling timeframes, which
specify timelines for initial triage, severity confirmation,
mitigation, and closure. Vulnerabilities identified close to
year-end are handled in accordance with these
procedures, including initial triage and severity
confirmation. They are assessed against the target based
on their status relative to the applicable PSIRT timelines,
rather than solely on calendar year-end. The scope covers
Nordic hardware, firmware, software, cloud services, and
customer-facing technical documentation.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Governance
Nordic’s governance framework supports responsible decision-making, structured risk management, and clear lines of
accountability across the organization. It provides the structures through which the Board and Executive Management
supervise compliance with laws, regulations, and ethical standards, safeguard the company’s assets and intellectual
property, and oversee the integrity of reporting. The framework fosters transparent engagement with shareholders,
employees, customers, and business partners, enabling the creation of long-term value while maintaining disciplined
oversight of strategy, resource allocation, and sustainable business practices.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
G1: Business conduct
Nordic’s business conduct framework supports the integrity of its operations and the resilience of its fabless semiconductor business model. Ethical behavior, secure handling of sensitive
information, and protected reporting channels are essential to maintaining trust across the value chain and safeguarding the intellectual property that underpins Nordic’s competitiveness.
Material impacts, risks, and opportunities
ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model
Nordic’s 2025 Double Materiality Assessment (DMA) identified two potential negative material impacts on business conduct—cybersecurity incidents affecting data protection and business
conduct, and retaliation risks associated with whistleblower protection—as well as one material financial risk arising from cybersecurity incidents. These impacts and risks occur primarily in
Nordic’s own operations, with downstream effects for customers who rely on secure and reliable information.
Cybersecurity
Location in the value chain
Time horizon
Upstream
Own operations
Downstream
Short-term
Medium-term
Long-term
Cybersecurity incidents affecting
data protection and business
conduct
Potential negative impact
l
l
l
Financial risks arising from
cybersecurity incidents
Risk
l
l
l
Protection of Whistleblowers
Potential impact related to
whistleblower protection and
retaliation
Potential negative impact
l
l
The impacts stem directly from Nordic’s business model as
a semiconductor design company that handles sensitive
intellectual property and personal data. They affect
stakeholders through privacy risks, operational disruption,
and reduced trust, and they influence Nordic’s strategy
through continued prioritization and resourcing in access-
management controls, security-monitoring processes, and
reinforced governance mechanisms for secure reporting.
While corporate culture is not identified as a standalone
material impact, risk, or opportunity, it supports the
management of these impacts through governance
mechanisms described under G1-1, including leadership
tone, accountability structures, and reporting practices.
Material impacts
Cybersecurity incidents affecting data protection and
business conduct
Cybersecurity incidents—such as data breaches,
intellectual property losses, or system disruptions—may
compromise personal data, disrupt business-critical
operations, and erode confidence in Nordic’s governance.
These impacts arise primarily in Nordic’s own operations
and secondarily downstream, where customers depend on
uninterrupted access to accurate information. They are
expected to materialize in the short to medium term due to
the increased sophistication of threats. Nordic addresses
these impacts through the information security controls
and governance mechanisms described under G1-1,
including access management controls, defined
accountability, and structured oversight of cybersecurity
risks.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Potential impact related to whistleblower protection
and retaliation
Retaliation against individuals who report concerns may
cause psychological, professional, or economic harm, deter
reporting, and weaken confidence in Nordic’s governance
processes. Nordic mitigates this impact through a formal
non-retaliation policy, secure and anonymous reporting
channels, and oversight of cases by the Head of
Compliance. These mechanisms are supported by
governance practices described under G1-1, including
leadership expectations, defined responsibilities, and
established reporting practices.
Material risks
Financial risks arising from cybersecurity incidents
Cybersecurity failures can result in significant financial
consequences, including investigation costs, regulatory
scrutiny, operational downtime, and potential litigation.
These risks arise in Nordic’s own operations and may
indirectly influence downstream revenue stability, customer
qualification requirements, and design-win performance.
Nordic maintains resilience through investments in
monitoring, access management systems, vulnerability
response capabilities, and system hardening.
Changes from the previous reporting period
In 2025, Nordic refined the presentation of governance-
related information. Corporate culture is described in G1-1
as part of the governance and business conduct
framework that supports the management of identified
material impacts and risks, rather than as a standalone
impact topic. Corruption and bribery continue to be
addressed through Nordic’s business conduct framework;
the 2025 DMA did not identify separate material impacts
or risks requiring additional disclosure under G1.
Cybersecurity-related impacts and retaliation-related
impacts remain assessed as material.
Impact, risk, and opportunity management
G1-1 Business conduct policies and corporate culture
Approach to business conduct and corporate culture
Nordic maintains a business conduct framework grounded
in the Code of Conduct, its membership in the Responsible
Business Alliance, and its commitment to the UN Global
Compact, a voluntary international initiative encouraging
companies to align their operations with principles on
human rights, labor, environment, and anti-corruption. The
Audit Committee (AC) oversees business conduct
governance, supported by the Chief Executive Officer
(CEO) and the Head of Compliance. Expectations for
ethical behavior, leadership tone, transparency, and a
speak-up culture are embedded through engagement
surveys, performance discussions, leadership evaluations,
and periodic reporting to the AC. Nordic promotes its
culture through leadership development, communication of
expectations, and tools that reinforce integrity
and accountability.
Policies addressing material business-conduct impacts,
risks, and opportunities
Nordic maintains four core policies that govern the
material cybersecurity-related impacts, retaliation-related
impacts, and financial risks identified in the DMA:
■Information Security Policy, aligned with ISO 27001,
covering information integrity, confidentiality,
and availability.
■Business Continuity Policy and Procedure, establishing
Nordic’s approach to continuity planning and
operational resilience.
■Code of Conduct, setting expectations for ethical
behavior, confidentiality, anti-corruption and anti-
bribery, responsible system use, reporting obligations,
and non-retaliation.
■Reporting and Handling of Concerns Procedure,
defining internal and external reporting channels, case
handling, escalation, and whistleblower protections.
Together, these policies form the basis for identifying,
assessing, and managing Nordic’s material business-
conduct impacts and risks.
Investigation procedures
Nordic maintains procedures to promptly, independently,
and objectively investigate business-conduct incidents—
including those related to cybersecurity, misconduct,
corruption, and retaliation. All reports, whether raised
through the Integrity Line or other management channels,
are assessed in accordance with the Reporting and
Handling of Concerns Procedure. Medium- and high-risk
cases are overseen by the Head of Compliance, who may
involve internal specialists or external advisors to support
independent and impartial case handling. The procedures
apply across all global operations and require documented
case handling, risk-based escalation, and appropriate
corrective actions.
Whistleblower protection and retaliation safeguards
Nordic enforces zero tolerance for retaliation. Protections
include secure reporting channels, anonymous reporting
options, confidentiality, and training for both employees
and personnel responsible for receiving reports. Nordic
complies with Directive (EU) 2019/1937 and corresponding
national law.
Business conduct training
Nordic provides mandatory Code of Conduct training for
all employees to reinforce expectations on ethical conduct,
data security, reporting responsibilities, and protections
against retaliation. Additional guidance is provided when
policies are updated or when targeted reinforcement is
required for specific functions. Functions with elevated
exposure to corruption and bribery—primarily Sales &
Marketing and roles with access to confidential information
—receive targeted training, including guidance for
personnel responsible for receiving or assessing reports.
Metrics and targets
Nordic utilizes entity-specific metrics and targets to
evaluate the effectiveness of its business conduct policies
and actions.
Targets related to managing material impacts and risks
Nordic sets interim, process-based targets for 2025. These
use a 2024 baseline and apply across all global
operations:
■Maintain zero critical unresolved cybersecurity
incidents.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
■Maintain ISO 27001 certification coverage across core
IT and information security processes supporting
product development.
■Achieve at least 90 percent security-awareness
completion for campaign-based awareness training.
■Maintain zero confirmed retaliation cases.
For the purpose of the first target, "critical" and
"unresolved" cybersecurity incidents are defined in
accordance with Nordic’s internal incident-severity
classification and handling procedures, aligned with its
information security governance and incident-response
processes. Nordic has not established outcome-oriented
reduction targets for incident volumes due to evolving
threat patterns and ongoing data
classification harmonization.
Monitoring and performance evaluation
Performance is monitored through incident management
systems, Security Operations Center (SOC) reporting,
training data, and reviews of whistleblowing cases. Results
are reviewed by Information Security and Compliance and
reported to the CEO and the AC. No confirmed cases of
corruption, bribery, or retaliation occurred in 2025.
Entity-specific metrics: cybersecurity
Methodology and limitations
Cybersecurity metrics are derived from Nordic’s internal
incident-management system and SOC reporting. Security-
awareness completion rates are measured through the
Learning Management System. Incident severity is
classified using Nordic’s internal model, which is being
aligned with SOC systems. Measurement uncertainty
primarily stems from variations in incident classification,
including SOC-generated alerts that are later assessed as
false positives, and from incomplete harmonization of
internal and SOC datasets.
Cybersecurity metrics
Metric
2024
baseline
2025 actual
2025 target
Security
awareness
completion rate
96%
Not applicable (no
campaign-based
awareness training
conducted in 2025)
≥90%
Security incidents
by severity*:
- High
0
7
Monitoring
only
- Medium
1
0
Monitoring
only
- Low
0
1
Monitoring
only
* Incident data reflect confirmed incidents recorded in internal
incident-management systems, informed by SOC detections.
Entity-specific metrics: whistleblowing and retaliation
prevention
Methodology and limitations
Whistleblowing metrics are based on cases submitted
through the Integrity Line and other internal reporting
channels. Only substantiated cases are recorded as
confirmed retaliation. Measurement uncertainty is low, as
all medium- and high-risk reports undergo formal review
by the Compliance function. The reported figures are
derived from anonymized case logs maintained by the
Compliance function. No external validation applies.
Whistleblowing metrics
Metric
2024
baseline
2025
actual
2025 target
Whistleblowing reports
received
4
8
Monitoring
only
Confirmed retaliation
cases
0
0
0
Availability of protected
reporting channels
Yes
Yes
Yes
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Outlook
The market recovery that began in the second half of 2024
continued through 2025, resulting in full-year revenue of
USD 668 million and a gross margin of 51.8%. Nordic is well
positioned with a broadened and renewed product
portfolio, a resilient supply chain, and strong customer
relationships. This enables the company to navigate macro
uncertainty while executing on long-term strategic plans.
Nordic will continue to execute portfolio renewal across its
business units. In Short-Range, the company expects
continued strong performance from the established
nRF52/nRF53 families, and gradually increasing
contribution from the roll-out of the nRF54 Series. In Long-
Range, Nordic is scaling its cellular IoT business around the
nRF9151 and satellite-enabled connectivity, and is
approaching the launch of the nRF92 SoC to expand
addressable markets and lower the barrier to cellular
adoption. In Power Management, the company continues
to invest for profitable growth, adding two new PMICs in
2025 and expecting further portfolio expansion in 2026. In
Wi-Fi, Nordic expects the introduction of the nRF71 Series in
2026, strengthening its low-power Wi-Fi offering for IoT.
Nordic will continue to strengthen its device-to-cloud
offering. With increasing software complexity and
regulatory requirements, the company expects nRF Cloud
to play an increasingly important role in helping customers
deploy, monitor and manage devices at scale.
In the short term, the company expects revenue of USD
175–195 million for the first quarter of 2026, with gross
margin expected to remain above 50%. Over the longer
term, Nordic’s ambition remains to deliver annual average
revenue growth above 20% from 2024 through 2030 and
to move towards an operating model of around 25%
EBITDA margin.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | REPORT FROM THE BOARD OF DIRECTORS
Concluding remarks
The parent company Nordic Semiconductor ASA has a net
profit after tax of USD 17.1 million in 2025, compared to a
loss of USD 47.8 million in 2024.
The entire profit is attributable to the equity holders of the
parent. Net profit after tax corresponds with ordinary
earnings of USD 0.09 and fully diluted earnings per share
of USD 0.09 for 2025. This compares to ordinary and fully
diluted earnings per share in 2024 of USD -0.25 and -0.25,
respectively.
Nordic pursues an ambitious long-term growth strategy
that requires significant investments in R&D, sales, and
marketing. The Board of Directors recommends that Nordic
maintains a solid balance sheet with a high equity ratio
and a cash reserve that enables the company to continue
driving its technology and product roadmap.
The Board of Directors will propose to the Annual General
Meeting that the net profit of the parent company is
transferred to "Other equity", and that no dividend is
distributed for 2025.
In accordance with the provisions of the Norwegian
Accounting Act, the Board of Directors confirms that
accounts have been prepared on a going-concern basis
and that the going-concern assumption applies.
Oslo, March 23, 2026
Anita Huun
Dieter May
Inger Berg Ørstavik
Board member, Audit Com. Chair
Chair
Board member
Dr. Helmut Gassel
Vegard Wollan
Annastiina Hintsa
Board member
Chief Executive Officer
Board member, People and
Compensation Com. Chair
Jon Helge Nistad
Anja Dekens
Monika Lie Larsen
Board member, employee
Board member, employee
Board member, employee
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Income statement
for the year ended December 31
GROUP
PARENT
2025
2024
Amount in USD 1000
Note
2025
2024
667 619
511 415
Total Revenue
6
620 891
477 595
-321 594
-269 446
Cost of materials and services
7
-320 531
-269 415
346 025
241 969
Gross profit
300 359
208 179
-194 007
-170 321
Payroll expenses
8/9/14/24
-87 370
-73 026
-85 768
-76 880
Other operating expenses
10/15
-184 401
-176 714
-43 059
-40 573
Depreciation, amortization and impairments
14/15/16
-32 811
-27 989
23 191
-45 806
Operating profit
-4 222
-69 550
-355
-260
Share of profit or loss from associates and joint ventures
17
-355
-260
10 777
11 177
Financial income
11/27/28
33 980
22 078
-14 029
-12 118
Financial expenses
11/16/27/28
-13 727
-12 175
-6 939
3 819
Net foreign exchange gains (losses)
11/27
-6 809
4 022
12 645
-43 189
Profit before tax
8 867
-55 885
3 740
4 685
Income tax expense
12
8 207
8 107
16 385
-38 504
Net profit after tax
17 074
-47 779
Attributable to:
16 385
-38 504
Equity holders of the parent
17 074
-47 779
0.08
-0.20
Ordinary earnings per share (USD)
23
0.09
-0.25
0.08
-0.20
Fully diluted earnings per share (USD)
23
0.09
-0.25
2025
2024
Statement of comprehensive income
2025
2024
16 385
-38 504
Net profit after tax
17 074
-47 779
14
-132
Actuarial gains (losses) on defined benefit plans
(before tax)
1
-132
-3
29
Income tax effect
12
0
29
11
-103
Items that may not be reclassified to the income statement
1
-103
3 549
-1 914
Currency translation differences
3 549
-1 914
Items that may be reclassified to the income statement
3 560
-2 017
Other comprehensive income
1
-103
19 945
-40 521
Total Comprehensive Income
17 075
-47 882
Attributable to:
19 945
-40 521
Equity holders of the parent
17 075
-47 882
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Statement of financial position
as of December 31
GROUP
PARENT
2025
2024
Amount in USD 1000
Note
2025
2024
ASSETS
Non-current assets
101 310
10 880
Goodwill
13/14
249
249
52 903
50 076
Capitalized development expenses
14
52 903
50 076
54 103
13 762
Software and other intangible assets
13/14
26 630
12 610
23 031
13 097
Deferred tax assets
12
20 903
12 181
49 660
52 358
Right of use assets
16
40 045
43 288
28 805
21 955
Fixed assets
15/27/28
23 103
15 329
0
177
Investments in subsidiaries and joint ventures
1/17
14 610
13 799
90 711
91 140
Other non-current assets
16/18
90 711
91 140
400 521
253 444
Total non-current assets
269 154
238 672
Current assets
154 994
171 907
Inventory
7
154 994
171 907
93 488
66 412
Accounts receivable
19/27/28
714
1 037
26 957
27 029
Other current receivables
18/20/27/28
237 430
123 914
307 402
287 914
Cash and cash equivalents
21/27/28
205 181
185 633
582 840
553 262
Total current assets
598 319
482 490
983 361
806 706
TOTAL ASSETS
867 473
721 162
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
PARENT
2025
2024
Amount in USD 1000
Note
2025
2024
EQUITY
324
317
Share Capital
22
324
317
338 897
235 448
Share premium
22
338 897
235 448
340 366
334 000
Other components of equity
282 658
279 286
679 587
569 766
Total equity
621 879
515 052
LIABILITIES
Non-current liabilities
945
765
Pension liabilities
24
171
578
98 377
87 336
Borrowings
27/28
98 377
87 336
8 217
0
Deferred tax liabilities
12/13
0
0
50 813
45 752
Non-current lease liabilities
16/27/28
44 063
38 957
158 353
133 853
Total non-current liabilities
142 611
126 870
Current liabilities
41 253
23 918
Accounts payable
26/27/28
36 613
22 903
2 567
1 799
Income taxes payable
12/28
0
0
6 737
6 024
Public duties
26/28
5 038
4 577
12 408
10 360
Current lease liabilities
16/27/28
7 430
5 865
82 456
60 985
Other current liabilities
20/26/27/28
53 902
45 895
145 420
103 087
Total current liabilities
102 983
79 240
303 773
236 940
Total liabilities
245 594
206 110
983 361
806 706
TOTAL EQUITY AND LIABILITIES
867 473
721 162
Oslo, March 23, 2026
Anita Huun
Dieter May
Inger Berg Ørstavik
Board member, Audit Com. Chair
Chair
Board member
Dr. Helmut Gassel
Vegard Wollan
Annastiina Hintsa
Board member
Chief Executive Officer
Board member, People and
Compensation Com. Chair
Jon Helge Nistad
Anja Dekens
Monika Lie Larsen
Board member, employee
Board member, employee
Board member, employee
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Nordic Semiconductor Group
Consolidated statement of changes in equity
Amount in USD 1000
Share capital
Treasury shares
Share premium
Other paid in
capital
Currency
translation
reserve
Retained earnings
Total equity
Equity as of 01.01.2024
317
-1
235 448
15 160
-290
351 442
602 077
Net profit for the period
-38 504
-38 504
Other comprehensive income
-1 914
-103
-2 017
Share based compensation
0
11 661
11 661
Consideration shares in business combination
0
359
359
Repurchase of own shares
0
-3 808
-3 808
Equity as of 31.12.2024
317
-1
235 448
27 180
-2 204
309 027
569 766
Net profit for the period
16 385
16 385
Other comprehensive income
3 549
11
3 560
Share based compensation
1
16 626
16 627
Repurchase of own shares
-2
-30 205
-30 207
Capital increase
7
103 449
103 456
Equity as of 31.12.2025
324
-2
338 897
43 806
1 345
295 218
679 587
Nordic Semiconductor Parent
Statement of changes in equity
Amount in USD 1000
Share capital
Treasury shares
Share premium
Other paid in capital
Retained earnings
Total equity
Equity as of 01.01.2024
317
-1
235 448
13 250
305 870
554 883
Net profit for the period
-47 779
-47 779
Other comprehensive income
-103
-103
Share based compensation
0
11 499
11 499
Consideration shares in business combination
0
359
359
Repurchase of own shares
0
-3 808
-3 808
Equity as of 31.12.2024
317
-1
235 448
25 109
254 180
515 052
Net profit for the period
17 074
17 074
Other comprehensive income
1
1
Share based compensation
1
16 502
16 503
Repurchase of own shares
-2
-30 205
-30 207
Capital increase
7
103 449
103 456
Equity as of 31.12.2025
324
-2
338 897
41 610
241 050
621 879
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Statement of cash flows
for the year ended December 31
* In 2025, dividends received from subsidiaries were reclassified from financing activities to investing activities
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
PARENT
2025
2024
Amount in USD 1000
Note
2025
2024
Cash flows from operating activities
12 645
-43 189
Profit before tax
8 867
-55 885
-3 589
-7 827
Taxes paid for the period
12
0
-3 717
43 059
40 573
Depreciation, amortization and impairments
15/14/16
32 811
27 989
7 124
69 808
Change in inventories, trade receivables and payables
7/19/26/27
30 945
-18 904
16 626
11 661
Share-based compensation
16 240
11 084
3 252
942
Net financial income and expenses
-20 253
-9 904
10 309
11 176
Interests received
10 107
10 895
26 269
-22 794
Other operations related adjustments
16 716
1 527
115 696
60 351
Net cash flows from operating activities
95 434
-36 915
Cash flows used in investing activities
-40 849
-9 809
Capital expenditures (including software)
15/14
-37 502
-7 225
-15 628
-19 344
Capitalized development expenses
14
-15 628
-19 343
-518
-431
Investment in associate company
-518
-431
0
0
Loans to subsidiaries
-111 663
0
-105 345
0
Business Combination, net of cash acquired
13
0
0
0
0
Dividend from subsidiary *
18 893
10 830
-162 340
-29 584
Net cash flows used in investing activities
-146 417
-16 168
Cash flows from financing activities
-30 205
-3 808
Repurchase of treasury shares
22
-30 205
-3 808
102 941
0
Proceeds from issuance of equity
102 941
0
100 000
0
Proceeds from bridge loan
100 000
0
-100 000
0
Payment of bridge loan
-100 000
0
-8 503
-7 353
Payment of interest
-8 503
-7 353
-8 526
-7 322
Payment of principal portion of lease liabilities
-3 930
-3 071
-3 798
-3 556
Payment of interest portion of lease liabilities
-3 182
-2 958
-853
-1 120
Credit facility fee
-853
-1 120
51 056
-23 159
Net cash flows from financing activities
56 268
-18 310
15 075
-10 650
Effects of exchange rate changes on cash and cash equivalents
14 264
-10 527
19 488
-3 042
Net change in cash and cash equivalents
19 548
-81 919
287 914
290 957
Cash and cash equivalents as of 1.1.
185 633
267 553
307 402
287 914
Cash and cash equivalents as of 31.12.
21/27
205 181
185 633
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 1: General information
Nordic Semiconductor ASA is listed on the Oslo Stock
Exchange under the ticker NOD, and is a public limited
liability company registered in Norway. The parent
company’s head office is located at Otto Nielsens veg 12,
7052 Trondheim.
Nordic Semiconductor ASA is a global leader in low power
wireless solutions, providing a complete platform of
hardware, software, development tools, and cloud services
that simplify and accelerate connected product
development and ensure reliable performance throughout
their lifecycle. Founded in 1983 and headquartered in
Norway, Nordic employs around 1,400 people worldwide.
After pioneering Bluetooth LE, Nordic has driven the
expansion of wireless IoT with cellular IoT, Wi-Fi, Matter,
Thread, Zigbee, DECT NR+, and satellite connectivity –
powering the next wave of connected innovation. In 2025,
Nordic strengthened its chip-to-cloud offering through the
acquisition of Memfault, adding advanced device
monitoring and cloud-based observability. Nordic’s
technologies enable secure, scalable, and energy-efficient
solutions across consumer, healthcare, and industrial
markets, supporting the growth of a smarter, more
connected world.
The financial accounts were audited and approved for
publication by the Board of Directors on March 23, 2026,
and will be presented for approval at the Annual General
Meeting on April 28, 2026.
Note 2: Basis for preparation
2.1 Compliance with IFRS
The financial accounts for the Group and the parent
company Nordic Semiconductor ASA have been prepared
in accordance with IFRS® Accounting Standards as
adopted by EU and Norwegian authorities, and are
effective as of December 31, 2025.
Consolidated financial statements are prepared by using
uniform accounting policies for all of the entities in the
Group.
2.2 Accounting standards adopted in
2025
There was no material impact of new accounting
standards or amendments adopted in the period.
The Group has not early adopted any mandatory
amendments and interpretations to existing standards that
have been published and are relevant to the Group’s
annual accounting periods beginning on January 1, 2026 or
later periods.
In April 2024, IASB issued IFRS 18 Presentation and
disclosure in Financial Statements which replaces IAS 1
Presentation of Financial Statements. IFRS 18 expands on
the foundation laid by IAS 1, keeping many sections with
some modifications. However, it introduces new
requirements for presentation within the consolidated
income statement, which includes introduction of specified
totals and subtotals, and the entities are required to
categorizes income and expenses into one of five required
categories: operating, investing, financing, income taxes
and discontinued operations. Furthermore, IFRS 18 also
requires disclosure of newly defined management-defined
performance measures and new requirements for
aggregation and disaggregation of financial information,
to reference similar and dissimilar characteristics in the
financial statements and notes. IFRS 18 is effective for
reporting periods beginning on or after 1 January 2027 and
the Group is currently working to identify impacts the
amendments will have on the financial statements
and notes.
2.3 Basis for consolidation
The consolidated financial statement of the Group
combine the financial data of a parent company and its
subsidiaries, presenting the income statement, statement of
financial positions, statement of changes in equity,
statement of cash flows and relevant disclosures in notes.
A subsidiary is an entity that is controlled, either directly or
indirectly, by the parent company. Control exists when the
parent company is exposed, or has rights, to variable
returns from its involvement with the investee and has the
ability to affect those returns through its power to direct
the relevant activities of the investee. Generally, such
power exists where the parent company holds a majority
of the voting rights of an investee.
Subsidiaries are consolidated from the date control is
obtained until the date that control ceases. All subsidiaries
are wholly owned by the parent company and there are
no non-controlling interests.  Intercompany transactions,
balances, and unrealized gains on transactions between
group companies are eliminated.
2.4 Foreign currency translation
Each entity within the Group has a functional currency,
which is normally the currency in which the entity primarily
generates and expends cash.
At entity level, a foreign currency is a currency other than
the entity’s functional currency. Transactions in the profit
and loss statement denominated in foreign currencies are
recorded in the entity’s functional currency at the
exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated at the exchange rate prevailing
at the balance sheet date. Currency translation differences
arising at entity level are recognized in profit or loss.
The consolidated financial statements are presented in US
dollars (USD), which is the functional currency of the
parent company. On consolidation, assets and liabilities of
foreign operations are translated into USD (the
presentation currency) according to the exchange rates
prevailing on the balance sheet date. Profit or loss items
are translated according to monthly average exchange
rates. Changes in net assets resulting from exchange rate
movements are recognized in other comprehensive income
and taken to the currency translation reserve.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 3: Significant accounting judgments and critical
estimates
The preparation of financial statements requires that
management uses
■judgments, apart from those involving estimations, in
the process of applying accounting policies that have
the most significant effect on the amounts reported in
the financial statements and its disclosures, and
■estimates, including information about the key
assumptions concerning the future - and other key
sources of estimation uncertainty at the balance sheet
date - that have significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year.
The most important areas where judgments and estimates
have an impact are listed below. Detailed information of
these judgments and estimates are disclosed in the
relevant notes.
■Calculation of "Ship and Debit" rebate (see Note 6:
Revenues
■Net realizable value assessment used in testing for
impairment of inventories (see Note 7: Cost of materials
and services / inventory)
■Capitalization of development costs (see Note 14:
Goodwill and intangible assets)
Management bases its judgments and estimates on
historical experience and other factors, including
expectations on future events, deemed to be reasonable
and sensible given the specific circumstances. Estimates
are reassessed whether needed based on changes in the
underlying assumptions. Changes in accounting estimates
are recognized in the period in which such changes occur.
If such changes also apply to future periods, the effect is
distributed between current and future periods.
Note 4: Segment information
Nordic Semiconductor has only one reportable operating
segment.  This corresponds with the internal financial
reporting structure and management activities to monitor
profitability at the group level, as a single reporting unit.
The revenue is broken down into product markets and
geographical areas in which its distributors are located,
see Note 6: Revenues.
Note 5: Climate related risk
Cost of goods sold for sustainable solutions
Nordic see that customers and other stakeholders care
about the use of renewable energy solutions in the value
chain. Changes in attitude could potentially impact the
cost of production, such as cost of investments in new
production technologies and renewable energy certificates.
Nordic sees this as a possibility to obtain new customers or
enhance cooperation with existing while also balancing
pricing in order to maintain margins and managing the risk
of not being able to comply with various requirements.
Impairment of inventories
One of Nordic's primary tangible assets in the balance
sheet is inventory. This is dispersed across a few large
warehousing locations. Some locations are exposed to
weather phenomena such as typhoons, heatwaves and
more, which can impact the value of Nordic's inventory.
However, Nordic has proper safeguards in place to
mitigate this risk, and considers the risk to be low.
Going-concern assumption
Management consider the potential implications of
climate-related risks for their going-concern assessment.
Given the rapidly changing circumstances (i.e.,
environmental development, expectations from
stakeholders, laws and regulations), the management has
to consider and monitor going-concern on an ongoing
basis.
Climate-related risks could give rise to events or conditions
that may cast significant doubt on Nordic’s ability to
continue as a going concern.
These events may arise from physical risks such as
destruction of production plants in a tropical cyclone (i.e.,
hurricanes, typhoons, and resulting floods) or large carbon
footprint in manufacturing of components. This could
trigger, for example, a halt in production, litigation that
results in significant penalties for exceeding emission
targets, shift in customer preferences that results in loss of
major customers, halts in ability to obtain input material, or
customer production stops hindering stable revenue
generation.
Nordic has secured its liquidity reserves to meet short-term
obligations. According to the Group liquidity policy, the
total liquidity amount should equal at least one year of
total R&D expenses.
To conclude, the expected impact of climate-related risks
on the going-concern assessment is expected to be low.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 6: Revenues
All figures in USD 1 000
6.1 Accounting policies
Nordic Semiconductor is a global leader in low power
wireless connectivity solutions. The main revenue streams
and performance obligations are from sales of integrated
circuits. Other revenue streams are related to cloud
lifecycle services and consultancy.
Sale of products
Sales of products are mostly made to distributors
(customers). Revenue from product sales is recognized
when control of the goods is transferred to the customer.
The time of delivery is considered to be when the goods
are transferred to the transport carrier. Upon delivery, the
Group has the right of payment for the asset, the customer
has legal title to the asset, physical possession has been
transferred to the customer, and the customer has full
ownership of the asset.
Revenue recognized on the sale of products is measured
at the fair value of the consideration received or
receivable, excluding sales taxes and after making
allowance for variable considerations such as ship and
debit, product returns and end-customer rebates.
The parent company sells a large share of its products to a
related party for resale to the customers (the distributors).
The transaction price and terms between the related
parties are established on an arm's length basis, ensuring
that the pricing is consistent with what would be expected
in transactions with unrelated parties. In accordance with
IFRS 15, revenue is recognized when control of the goods is
ultimately transferred to the customers (the distributors),
which occurs when the title to the goods passes to them.
The Group and the customer do not receive financing from
the sales, therefore, there are no significant financing
components to be accounted for separately from the
revenue transaction. The normal credit term is between
30-90 days upon delivery. In other words, the contract
does not require the customer to pay in advance or require
the customer to pay a significant amount after delivery.
"Ship and debit"
The Group sells products to certain distributors on “ship
and debit” terms. Ship and debit is an arrangement
between the Group and distributor where the distributor
may be entitled to a refund if the distributor sells the
products to end customer at lower prices than those
quoted on the distributor price list. The distributor claims
(debits) the Group for the price difference on sold products
on a monthly basis.
Stock rotation rights
Some distributors are entitled to limited rights of return,
referred to as stock rotation rights. The Group tracks the
distributor's inventory and can initiate a stock rotation
earlier if a certain product is selling better with
another distributor.
Stock rotation provisions are made if necessary, based on
most likely amount method. The most likely amount is the
single most likely amount in a range of possible
consideration amounts. As the products have similar
margin, there are most likely no significant losses for the
Group when stock rotations are initiated. The Group does
not make provisions or adjustments to revenue for stock
rotation unless the returned goods are expected to
be obsolete.
End-customer rebates
Some end customers have entered into agreements with
Nordic to receive a rebate based on their purchase
quantity and price from the distributor. The rebates are
recognized as reduction in revenue and increase in refund
liabilities before payout by the end customer. See note 6.4.
Sale of services
Sales of services are primary made to customers. Revenue
from cloud lifecycle services arises from two business
models: consumption-based and subscription-based
arrangements. Revenue from the consumption-based
business model is recognized as the service is rendered.
Subscriptions to cloud services are paid upfront, and the
prepaid subscription fee is recognized on a straight-line
basis over the subscription period, reflecting the transfer of
control to the end-customer. The normal subscription
period is 12 months, and credit terms range from 15 to 90
days.
Revenue from other services is recognized as the services
are rendered.
Assets and liabilities arising from rights of return
Right of return asset
The Group has no right to return inventories back
from customers.
Refund liabilities
A refund liability is the obligation to refund some or all of
the consideration received (or receivable) from the
customer and is measured at the amount the Group
ultimately expects it will have to return to the customer.
The Group updates its estimates of refund liabilities (and
the corresponding change in the transaction price) at the
end of each reporting period.
6.2 Significant accounting judgments
and critical estimates
Nordic predominantly sells to electronic distributors under
a distribution agreement. The distributors will hold a given
level of Nordic's inventory that is subsequently shipped to
an end customer. Nordic uses a “sell in” model in
connection with revenue recognition to distribution
customers. Under a “sell in” model, management needs to
make judgments and estimate the amount that can affect
the reported amounts of revenues and expenses. The main
judgments are described as follows:
“Ship and debit”
At the balance sheet date, the Group has to estimate ship
and debit on distributors' inventory levels using the
expected value method. The Group estimate the refund
based on an average of historical discount to each
distributor and the expected sales mix to end-customers.
The ship and debit is recognized as reduction in revenue
and increase in refund liability. See note 6.4.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
6.3 Disaggregated revenue information
Revenue classified by end product applications:
The Group focuses on the sale of standard components for wireless communication and
cloud lifecycle services. Nordic reports on the three end-user markets Consumer, Industrial
and Healthcare, and Other. In addition, the Group sells customer-specific ASIC
components (Application Specific Integrated Circuits) and related Consulting Services.
GROUP
PARENT
2025
2024
Revenue
2025
2024
400 303
349 560
Consumer
372 285
326 444
244 490
146 812
Industrial and Healthcare
227 378
137 103
20 516
12 496
Other
19 080
11 670
665 309
508 868
Total revenue excl. ASIC
618 743
475 216
2 311
2 547
ASIC components
2 149
2 379
667 619
511 415
Total revenue from contracts with customers
620 891
477 595
Revenue classified by customer location:
The Group also classifies its revenues on a geographical basis according to its customers’
location.
GROUP
PARENT
2025
2024
2025
2024
57 767
35 438
Europe
53 724
33 094
154 878
84 717
Americas
144 038
79 114
454 974
391 260
Asia/Pacific
423 130
365 386
667 619
511 415
Total revenue from contracts with customers
620 891
477 595
The Group sells its components to distributors, who then sell components onward to
electronics manufacturers that build end products and sell them to customers across the
world. Two distributors were above 10% of revenue in 2025, with 30% and 12% of total
revenue respectively, one located in Asia and the other in the Americas. In comparison,
three distributors were above 10% of revenue in 2024, with 35%, 13% and 10% of total
revenue respectively, two located in Asia and the other in the Americas.
6.4 Refund liabilities
GROUP
PARENT
2025
2024
2025
2024
28 548
22 363
Refund liability – from ship & debit
—
—
5 581
3 679
Refund liability – from end-customer rebates
—
—
Note 7: Cost of materials and services / inventory
All figures in USD 1 000
7.1 Accounting policies
The Group applies standard cost method to measure cost of inventories. Standard cost
variance is the difference between standard cost and actual cost. This variance impacts the
cost of goods sold, and variance is monitored on a regular basis. Obsolete inventory is
written down completely.
Inventory is valued at the lower of cost, according to the FIFO principle, and net realizable
value after deduction for obsolescence. Net realizable value is estimated as the selling
price less cost of completion and the cost necessary to make the sale. Cost of inventories
includes purchase price of raw materials, costs directly related to the conversion of
materials into finished goods (sub-contracting, yield loss and production overhead), and
other costs incurred in bringing the inventories to their present location and condition.
7.2 Significant accounting judgments and critical estimates
Nordic assesses net realizable value for each inventory category (raw materials, work in
progress and finished goods) separately as they have different useful life. Finished goods is
split into five main product categories with distinct technology: Proprietary and Bluetooth®
(Short-range wireless components), Cellular (Long-range wireless components), Wi-Fi, and
PMIC. Each of these five technologies are then divided into subcategories where the
different standardized chips with respective packaging are shared among a variety of
customers. On this category level, Nordic is applying the practical expedient in IAS 2.29,
stating that grouping of similar or related items with a similar purpose or end use can be
assessed together when assessing net realizable value. Nordic is basing the net realizable
value on orders from third parties, historical inventory turnover ratio, and other factors. This
calculation is based on the most updated facts at any given point in time but are prone to
variation under changing circumstances. One exception from regular calculation of net
realizable value is related to items that are made from older parts and cannot be easily
sold to other customers. These items are written off completely item by item if aging is
more than 2 years.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
7.3 Cost of materials and services / inventory
GROUP
PARENT
2025
2024
2025
2024
322 753
257 596
Inventories recognized as an expense
321 690
257 565
3 801
11 850
Changes in inventory write-downs
3 801
11 850
-4 960
—
Reversed previous inventory write-downs
-4 960
—
321 594
269 446
Cost of materials and services
320 531
269 415
57 722
89 615
Raw materials
57 722
89 615
45 537
35 435
Work in Progress
45 537
35 435
51 736
46 857
Finished goods
51 736
46 857
154 994
171 907
Total inventory
154 994
171 907
As Nordic is a fabless manufacturer, all inventories, including raw materials and finished
goods, are located at sub-contractors.
Note 8: Payroll expenses
All figures in USD 1 000
GROUP
PARENT
2025
2024
Combined expenses for salary and other
compensation are distributed as follows:
2025
2024
154 709
137 679
Salary and vacation pay
68 449
55 930
21 164
20 737
Other compensation
14 043
16 366
16 139
14 429
Payroll tax
11 038
9 889
-428
—
Tax grant
-428
—
12 994
11 175
Defined contribution pension
4 839
4 541
-10 571
-13 699
Capitalized development expenses (hourly costs)
-10 570
-13 699
194 007
170 321
Total
87 370
73 026
1 370
1 405
Weighted average number of full time employees
565
579
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
PARENT
2025
2024
Employees as of December 31, are distributed as
follows:
2025
2024
570
558
Norway
570
558
291
304
Finland
—
—
110
112
Poland
—
—
49
48
India
—
—
95
62
USA
—
—
59
58
Taiwan
—
—
53
49
UK
—
—
74
62
Philippines
—
1
35
34
Sweden
—
—
30
28
China
—
—
12
12
Hong Kong
—
1
4
4
South Korea
—
3
12
5
Germany
—
—
6
5
Japan
—
—
3
2
The Netherlands
3
2
3
3
Denmark
—
—
3
2
Australia
3
2
8
8
Singapore
—
—
0
1
Bulgaria
—
1
3
3
Spain
3
3
2
2
France
2
2
4
1
Canada
2
1
1
—
Italy
—
—
1
—
Portugal
—
—
3
—
United Arab Emirates
—
—
1 431
1 362
Total
583
574
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 9: Executive compensation
All figures in USD 1 000
Note 9.1: Management remuneration
Pursuant to the changes in the Public Limited Liability Companies Act, i.e., the addition of a new section 6-16 (b), and associated new regulations, Nordic will publish a separate
management remuneration report for presentation at the Annual General Meeting on April 28, 2026, containing detailed information on remuneration to Executive Management Team
(EMT) for the reporting year 2025. The remuneration report includes detailed information on the EMT's remuneration complementing the numbers presented below. This includes an
overview of the operational, financial, environmental, social, and governance targets that form the basis for the short-term incentives.
EMT members’ salaries and other benefits, including long term incentive plans are presented in the table below. Unless otherwise stated, Nordic did not have any loans to or guarantees
made on behalf of any EMT members in 2025 and 2024.
The remuneration paid or awarded to the CEO and other members of the EMT was aligned with Nordics’s remuneration policy. The policy is available in its full at nordicsemi.com.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Total compensation* expensed during the year for the CEO and other executives:
2025
Salary
Bonus
RSUs &
PSUs
Other Comp.
Pension
expenses
Total
Vegard Wollan, CEO
424
382
277
3
73
1 159
Pål Elstad, CFO/EVP Finance
269
208
106
4
41
627
Kjetil Holstad, EVP Product Management
260
203
106
5
38
611
Geir Langeland, EVP Sales & Marketing
285
240
112
4
46
687
Ole Fredrik Morken, EVP Supply Chain
252
188
96
2
39
577
Ståle Ytterdal, SVP IR & Strategic Sales
178
82
63
5
23
351
Sonja Kusmin, SVP People & Culture
204
115
43
0
42
405
Øyvind Strøm, EVP BU Short-Range
261
203
83
4
42
593
Øyvind Birkenes, EVP BU Long-Range
261
203
83
6
42
595
Joakim Ferm, SVP BU WI-FI
171
102
63
3
22
361
Ola Boström, SVP Quality & Sustainability
178
104
84
2
23
391
Total
2 743
2 029
1 116
37
432
6 357
2024
Salary
Bonus
RSUs &
PSUs
Other Comp.
Pension
expenses
Total
Vegard Wollan, CEO
358
158
157
3
70
747
Pål Elstad, CFO/EVP Finance
246
78
109
3
43
479
Svein Egil Nielsen, CTO/EVP R&D and Strategy
618
—
-204
1
33
448
Geir Langeland, EVP Sales & Marketing
262
93
121
4
42
521
Ole Fredrik Morken, EVP Supply Chain**
273
74
88
5
34
474
Ståle Ytterdal, SVP IR & Strategic Sales
165
51
71
4
23
314
Kjetil Holstad, EVP Product Management
233
74
97
4
44
452
Katarina Finneng, EVP People & Communication
257
43
-73
2
33
263
Sonja Kusmin, SVP People & Culture
150
31
33
0
28
243
Linda Pettersson, SVP Legal & Compliance
50
—
-20
0
4
35
Ola Boström, SVP Quality & Sustainability
164
51
57
2
24
298
Joakim Ferm, SVP BU WI-FI
145
43
38
4
20
250
Øyvind Strøm, EVP BU Short-Range
155
57
29
1
29
272
Øyvind Birkenes, EVP BU Long-Range
163
59
29
4
30
284
Total
3 239
812
532
37
458
5 079
*Management compensation is paid in NOK, with one exception of EURO. Exchange rate for 2025: 10.39 and 2024: 10.74
**Includes expat allowances
***Svein Egil Nielsen, Katarina Finneng and Linda Petterson left the company during 2024
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
The Group has granted EMT members the following RSUs and performance shares (PSUs):*
EMT member
2025
2024
RSUs
PSUs
RSUs
PSUs
Vegard Wollan, CEO
11 751
17 627
10 493
10 493
Pål Elstad, CFO/EVP Finance
5 410
8 114
4 830
4 830
Katarina Finneng, EVP People & Communication**
—
—
4 028
4 028
Geir Langeland, EVP Sales & Marketing
5 725
8 587
5 112
5 112
Ole Fredrik Morken, EVP Supply Chain
5 184
7 777
4 629
4 629
Ståle Ytterdal, SVP IR & Strategic Sales
2 653
3 979
3 158
3 158
Kjetil Holstad, EVP Product Management
5 184
7 777
4 629
4 629
Ola Bostøm, SCP Quality & Sustainability
3 525
5 288
3 148
3 148
Joakim Ferm, SVP BU WI-FI
3 525
5 288
3 148
3 148
Øyvind Strøm, EVP BU Short-Range
5 599
8 399
5 000
5 000
Øyvind Birkenes, EVP BU Long-Range
5 599
8 399
5 000
5 000
Sonja Kusmin, SVP People & Culture
4 072
6 109
2 203
1 000
*Overview of outstanding RSU and PSU for the respective EMT members are presented in the remuneration report
**Katarina Finneng left the company end 2024
During 2025 the executives exercised the following RSU and PSU:
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Executives
Grant year
Number of
RSU/PSU
Exercised
Share price
at time of
release
in NOK
Cash
payout in
USD 1000
Pål Elstad, CFO/EVP Finance
2022 RSU
3 193
163.38
50
2022 PSU
—
—
—
Geir Langeland, EVP Sales & Marketing
2022 RSU
3 379
163.38
53
2022 PSU
—
—
—
Sonja Kusmin, SVP People & Culture
2022 RSU
1 000
163.38
16
2024 PSU
640
163.38
10
Ole Fredrik Morken, EVP Supply Chain
2022 RSU
2 429
163.38
38
2022 PSU
—
—
—
Ola Bostrøm, SVP Quality & Sustainability
2022 RSU
500
163.38
8
2022 PSU
—
—
—
Ståle Ytterdal, SVP IR & Strategic Sales
2022 RSU
2 087
163.38
33
2022 PSU
—
—
—
Kjetil Holstad, EVP Product Management
2022 RSU
2 380
163.38
37
2022 PSU
—
—
—
The RSU for management vest after three years for management two years for employees   
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 9.2: Board remuneration
Total compensation expensed for Board Members*
2025
2024
Dieter May, Chair
122
49
Birger Steen, Chair
28
128
Inger Berg Ørstavik, Board Member
65
62
Snorre Kjesbu, Board member
10
62
Annastiina Hintsa, Board Member
65
61
Anita Huun, Board Member
75
62
Helmut Gassel, Board Member
64
49
Jon Helge Nistad, Board Employee Representative (Board remuneration only)
16
15
Morten Dammen, Board Employee Representative (Board remuneration only)
5
15
Anja Dekens, Board Employee Representative (Board remuneration only)
16
15
Krishna Shingala, Board Employee Representative (Board remuneration only)
0
5
Monika Larsen, Board Employee Representative (Board remuneration only)
16
0
Total
483
522
*Numbers noted in USD and converted from NOK using USD/NOK rate of 10.39. for 2025 and 10.74 for
2024
Note 10: Other operating expenses
All figures in USD 1 000
GROUP
PARENT
2025
2024
2025
2024
33 900
30 284
Service and maintenance
29 685
26 132
19 298
18 031
Other consultancy fees
15 252
15 409
3 423
3 582
Office expenses
1 722
2 456
1 837
1 138
Office equipment
1 430
815
12 249
12 297
Material and components
11 516
11 790
-48
—
Tax grant
-48
—
-5 057
-5 643
Capitalized development expenses
-5 057
-5 643
3 792
3 115
Travel and meeting expenses
1 646
1 322
16 373
14 076
Other operating expenses
9 145
9 145
—
—
Other operating expenses intercompany
119 108
115 287
85 768
76 880
Total other operating expenses
184 401
176 714
Auditor remuneration, excl. of VAT
Fees to the auditor are included in consultancy fees above.
GROUP
PARENT
2025
2024
2025
2024
312
309
Audit services
201
216
156
95
Other attestation Services/CSRD
156
95
7
22
Tax advisory Services
—
5
—
26
Other Non Audit service
—
26
475
451
Total audit fee
356
341
Note 11: Net financial items
All figures in USD 1 000
GROUP
PARENT
2025
2024
Net financial items
2025
2024
9 914
11 079
Interest income
9 726
11 150
—
—
Interest income on intercompany loans
3 524
—
316
40
Interest income on lease receivables
316
40
—
—
Dividend received from group companies
18 785
10 830
—
—
Group contribution received from group
companies
1 096
—
539
58
Other financial income
526
58
10 769
11 177
Financial income
33 973
22 078
3 800
3 514
Interest expenses on lease liabilities
3 182
2 958
—
—
Interest expenses on intercompany loans
332
668
8 027
7 239
Borrowing interest expense
8 027
7 239
2 205
1 366
Other financial expense
2 186
1 310
14 029
12 119
Financial expense
13 727
12 176
-6 939
3 819
Foreign exchange gain(loss)
-6 809
4 022
-347
-260
Share of gain (loss) from joint venture
-347
-260
-10 545
2 617
Net financial items
13 089
13 665
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 12: Tax
All figures in USD 1 000
12.1 Accounting policies
Income tax expenses consist of taxes due and changes to the net deferred tax assets or
liabilities.
Deferred tax assets are recognized to the extent that it is probable that the individual
company will have sufficient taxable income in later periods to utilize the tax assets.
Deferred income tax relating to items recognized in Other Comprehensive Income (OCI) or
directly in equity is recognized outside profit or loss.
The parent company pays its tax obligation in NOK and the fluctuations between the NOK
and the USD impact the financial items. The Group’s legal entities which do not have their
tax base in USD are exposed to changes in the USD/tax base currency rates. Effects within
the current year are classified as tax expense.
Grants received, including those for R&D, are often in the form of tax refunds and are
classified as operating grants. These operating grants are recognized in the financial
statements concurrently with the expenses they are intended to offset. Tax refunds are
typically accounted for as a reduction in payroll expenses, as detailed in Note 8.
However, in some jurisdictions, there are tax incentives that reduce taxable income or tax
rate. These are treated as income tax, and is recognized as a reduction in tax expense
rather than as government grants.
The accounting for such incentives is in accordance with the relevant tax laws and
accounting standards applicable in the respective country.
12.2 Income tax
Income tax expense
GROUP
PARENT
2025
2024
Income tax expense
2025
2024
5 432
4 294
Current tax expense
—
251
-9 172
-8 979
Change in deferred tax
-8 207
-8 358
-3 740
-4 685
Total income tax expense (income)
-8 207
-8 107
GROUP
PARENT
2025
2024
Net deferred tax recognized in OCI as of 31.12
2025
2024
3
-29
Net gain on actuarial gains and losses
—
-29
3
-29
Total tax expense (income) in OCI
—
-29
Reconciliation of nominal and actual tax expense
GROUP
PARENT
2025
2024
Reconciliation of nominal and actual tax expense
2025
2024
12 645
-43 189
Profit before tax
8 867
-55 885
2 782
-9 502
Computed tax at parent's nominal tax rate of 22%
1 951
-12 295
-1 161
-722
Differences due to different tax rates
—
—
-1 140
-902
Non taxable income
-5 498
-2 443
673
2 604
Non deductible expenses
81
1 580
-181
-1 373
Tax incentives
—
—
206
-170
Adjustment previous years
—
291
—
—
Group contribution
235
—
-5 333
4 902
Currency translation differences
-4 919
4 760
414
478
Other items
-57
—
-3 740
-4 685
Total income tax expense (income)
-8 207
-8 107
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Net deferred tax presented in the statement of financial
position
GROUP
PARENT
2025
2024
Net deferred tax presented in the statement of
financial position
2025
2024
23 031
13 097
Deferred tax assets
20 903
12 181
8 217
—
Deferred tax liabilities
—
—
14 814
13 097
Net deferred tax assets as of 31.12
20 903
12 181
Deferred tax liabilities is related to recognized intangible assets in connection with the
acquisition of Memfault, see Note 13: Business combinations for details.
Deferred tax on temporary differences
GROUP
Deferred tax
Balance sheet
Income
statement
Other. Comp.
income
31.12.2025
31.12.2024
2025
2024
2025
2024
Inventory
2 504
2 593
404
-2 063
—
—
Fixed Assets
-1 413
4 302
-1 906
-616
—
—
Right-of-use assets
-10 680
-9 511
-33
214
—
—
Lease liabilities
11 388
9 965
-158
-496
—
—
Social security tax (RSUs)
205
176
-7
-63
—
—
Pension obligation
38
127
102
-51
3
-29
Accruals
1 699
84
-357
33
—
—
Total assets and liabilities
3 741
7 736
-1 955
-3 042
3
-29
Gain and loss account
-12
-13
-3
-4
—
—
Items recognized directly in equity
—
—
439
—
—
—
Tax losses carried forward
23 827
5 364
-17 683
-5 765
—
—
Tax credits carried forward
4 001
3 493
—
—
—
—
Currency effect of translation to USD
-1 543
—
-270
-58
—
—
Other items
-132
-270
-994
-110
—
—
Net deferred tax assets (liabilities)
29 881
16 310
-20 467
-8 979
3
-29
Deferred tax assets, not recognized
-15 067
-3 213
11 295
—
—
—
Net deferred tax assets (liabilities)
14 814
13 097
Changes in deferred tax expense
(income)
-9 172
-8 979
3
-29
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
Deductible
temporary
differences
Recognized
deferred
tax assets
Unrecognized
deferred
tax assets
Total
deferred
tax assets
Tax losses carried forward
Norway
69 742
15 343
0
15 343
USA
31 186
0
8 484
8 484
Total tax losses carried forward
100 928
15 343
8 484
23 827
Tax credits carried forward
Poland
21 056
416
3 585
4 001
Total tax credits carried forward
21 056
416
3 585
4 001
Other tax-deductible temporary
differences
44 159
7 272
2 999
10 271
Total tax-deductible temporary
differences
166 143
23 031
15 067
38 099
Netted deferred tax
-36 811
-8 217
0
-8 217
Net tax-deductible temporary
differences
129 332
14 814
15 067
29 881
The Group has tax losses carried forward of USD 100,928 thousand with no expiry date.
The tax credit carried forward can be carried forward for up to 6 years.
PARENT
Deferred tax
Balance sheet
Income
statement
Other. Comp.
income
31.12.2025
31.12.2024
2025
2024
2025
2024
Inventory
2 505
2 593
404
-2 064
—
—
Fixed assets
3 625
3 453
257
-77
—
—
Right-of-use assets
-10 618
-9 410
18
127
—
—
Lease liabilities
11 328
9 861
-214
-410
—
—
Social security tax (RSUs)
205
176
-7
-64
—
—
Pension obligation
38
127
102
-51
0
-29
Accruals
14
30
19
-19
—
—
Total non-current items
7 097
6 830
579
-2 558
0
-29
Gain and loss account
-12
-13
-3
-3
—
—
Group contribution
—
—
235
—
—
—
Items recognized directly in equity
—
—
439
—
—
—
Tax losses carried forward
15 343
5 364
-9 200
-5 765
—
—
Currency effect of translation to USD
-1 525
—
-257
-62
—
—
Other items
—
—
—
30
—
—
Net deferred tax assets (liabilities)
20 903
12 181
-8 207
-8 358
0
-29
Deferred tax assets, not recognized
—
—
—
—
—
—
Net deferred tax assets (liabilities)
20 903
12 181
Changes in deferred tax expense
(income)
-8 207
-8 358
0
-29
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
PARENT
Tax rate of 22%
Deductible
temporary
differences
Recognized
deferred
tax assets
Unrecognized
deferred
tax assets
Total
deferred
tax assets
Tax losses carried forward
69 742
15 343
—
15 343
Other tax-deductible temporary
differences
25 273
5 560
—
5 560
Total tax-deductible temporary
differences
95 015
20 903
—
20 903
Deferred tax liabilities
—
—
—
—
Net tax-deductible temporary
differences
95 015
20 903
—
20 903
Reconciliation of net deferred tax assets
GROUP
PARENT
2025
2024
Reconciliation of net deferred tax assets
2025
2024
13 097
5 872
Opening balance as of 1.1
12 181
4 948
-8 195
—
Deferred tax liabilities, acquired
—
—
9 172
8 979
Tax expense recognized in the P&L
8 207
8 358
-3
29
Tax expense recognized in OCI
—
29
743
-1 783
Currency effect from translation to USD
516
-1 154
14 814
13 097
Net deferred tax assets (liabilities) as of 31.12
20 904
12 181
Note 13: Business combinations
All figures in USD 1 000
On July 1, 2025, Nordic Semiconductor completed the acquisition of 100% of the shares in Memfault Inc. The acquisition aligns with Nordic's growth strategy, accelerating its position as the
first semiconductor company to offer a complete chip-to-cloud platform that combines world-class hardware, software, and chip-to-cloud services.
In line with the stock exchange announcement, the shareholders of Memfault were offered USD 120 million on a cash- and debt-free basis. The total consideration recognized under IFRS 3
amounted to USD 111.9 million. The difference relates to a share-based remuneration arrangement for the three founders of the company, conditional upon their continued employment
with Nordic Semiconductor for a period of three years following the acquisition. The USD 13.3 million in equity-based payments vest in three tranches and are released annually over the
next three years. The consideration consists of:
Amounts USD thousand
Value
Details of the business combination
Amount settled in cash
111 926
Total consideration
111 926
The assets and liabilities recognized as a result of the acquisition are as follows:
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Amounts USD thousand
Value
Recognized amounts of identifiable assets
Customer relationships
4 800
Brand
8 400
Technology
14 300
Fixed assets
11
Accounts receivable
541
Other current receivables
511
Cash and cash equivalents
6 581
Total assets
35 144
Recognized amounts of identifiable liabilities
Deferred tax liabilities
8 195
Accounts payable
179
Income taxes payable
58
Public duties
5
Other current liabilities
5 153
Total liabilities
13 590
Net identifiable assets and liabilities at fair value
21 554
Goodwill
90 372
Total
111 926
The goodwill is attributable to expected synergies arising from customer and market retention, an enhanced market position, cross-selling opportunities, and the assembled workforce.
Goodwill is not deductible for tax purposes. Acquisition-related transaction costs of USD 2 million were expensed in Q2 2025.
The purchase price allocation is preliminary and may be subject to change as the fair value assessment of identifiable assets and liabilities is finalized.
Note 14: Goodwill and intangible assets
All figures in USD 1 000
14.1 Accounting policies
Goodwill
Goodwill acquired in business combinations is carried at
cost as established at the acquisition date. Goodwill, an
asset with indefinite useful life, is not amortized and is
tested annually for impairment. Goodwill is allocated to
the cash generating unit.
A cash generating unit (CGU), is the smallest group of
assets that generates cash inflows largely independent of
the cash inflows from other assets or groups of assets.
Goodwill does not generate cash flows independently of
other assets and is, therefore, tested for impairment at the
level of the CGU or group of CGUs that are expected to
benefit from the synergies of the related business
combination.
Testing for impairment is done by comparing recoverable
amount and carrying amount of the same groups of cash-
generating units as to which goodwill is allocated. If the
carrying amount exceeds its recoverable amount, an
impairment loss is recorded. The impairment loss first
reduces goodwill and then allocated to other assets of the
CGU. Impairment of goodwill may not be reversed.
Nordic monitors Goodwill on an operating segment level
since the group comprises only one operating segment. As
a result, the assessment for impairment of Goodwill is
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
conducted for the group as a whole. Nordic's approach
involves evaluating fair value rather than value in use.
Upon examining the market value of equity as of
December 31 and comparing it to the book value of equity,
it becomes evident that Goodwill and net operating-
related assets could be sold for an amount significantly
higher than their book values.
Valuation
Value
Market value
2 642 189
Book value
679 587
Intangible assets
Intangible assets, including capitalized development
expenses and other intangible assets, are measured
initially at cost. Subsequently, the intangible assets are
measured at cost less accumulated amortization. The
assets, with finite useful life, are amortized on a straight-
line basis over the asset's estimated useful lives. The
amortization period and the amortization method for
intangible assets are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic
benefits embodied in the asset are considered to modify
the amortization period or method, as appropriate, and
are treated as changes in accounting estimates.
The costs of an internally generated intangible asset is the
sum of expenditures (labor and materials) and incurred
from the time all requirements for capitalization are met
and until the time the asset is transferred to production
(TTP). Costs expensed in prior accounting periods will not
be capitalized. Research costs incurred after TTP is typically
related to maintenance of the asset. These costs are
recognized as an expense as the requirement to
demonstrate increased economic benefits are not met.
Amortization begins when the product is transferred from
development to production, and the amortization period is
over its estimated useful life, normally 1-5 years. Each
development project is reviewed annually to ensure that
the recognition criteria are still met. If the criteria are no
longer met, then the impairment loss is immediately
recorded in the income statement.
Other intangible assets comprise identifiable intangibles
acquired in business combination (IP, developed
technology, brand, customer relationships), licenses and
computer software. The assets held by the Group have
finite useful lives determined by the expected usage of the
asset by the entity. The assets are amortized over its
estimated useful life, normally 3-15 years. Other intangible
assets with a indefinite useful life are tested for impairment
whenever there is an indication that their carrying amounts
may not be recoverable.
14.2 Significant accounting judgments
and critical estimates
Capitalization of development costs
Determining whether development costs shall be
capitalized involves the use of judgment by management.
The company has to demonstrate all of the following:
■The product or the process is clearly defined and the
cost elements can be identified and measured reliably;
■The technical feasibility is demonstrated;
■The product or the process will be sold or used in
the business;
■The asset will generate future economic benefits;
■Sufficient technical, financial and other resources for
project completion are in place.
A key factor in management judgment is whether a
product design meets specific functional and economic
requirements. Factors to consider are development/
technical risk, existence of a market for the product, and its
market share. The Group evaluates these criteria in relation
to each specific project. Projects related to new product
developments are generally more difficult to substantiate
than projects in which the company has more experience.
Before mass production, the company does extensive
testing on the products to evaluate their quality and
functionality and sends prototype samples to customers.
The expected period of benefits is also dependent on the
future technological development in the market.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
14.3 Goodwill and intangible assets
GROUP
2025
Software and other
intangible assets
Capitalized
development
expenses
Goodwill
Customer
relationships
Brand
Technology
Total
Acquisition cost
Opening balance
46 988
98 331
10 880
—
—
—
156 200
Additions
21 508
15 628
90 372
—
—
—
127 509
Additions from business combinations
—
—
—
4 800
8 400
14 300
27 500
Currency translation differences
-145
—
58
—
—
—
-87
Acquisition cost as of 31.12
68 351
113 959
101 310
4 800
8 400
14 300
311 121
Accumulated amortization
Opening balance
33 226
48 255
—
—
—
—
81 481
Amortization expenses
8 009
10 797
—
229
—
461
19 496
Impairment expenses
—
2 003
—
—
—
—
2 003
Currency translation differences
-177
—
—
—
—
—
-177
Accumulated amortization and impairment as
of 31.12
41 058
61 056
—
229
—
461
102 803
Net carrying value as of 31.12
27 293
52 903
101 310
4 571
8 400
13 839
208 316
Estimated useful life
3 - 10 years
1 - 5 years
Indefinite
10 years
Indefinite
15 years
Depreciation method
Straight-line
Straight-line
NA
Straight-line
NA
Straight-line
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
PARENT
2025
Software and other
intangible assets
Capitalized development
expenses
Goodwill
Total
Acquisition cost
Opening balance
42 599
98 331
249
141 179
Additions
21 348
15 628
—
36 976
Additions from business combinations
—
—
—
—
Acquisition cost as of 31.12
63 947
113 959
249
178 155
Accumulated amortization
Opening balance
29 989
48 255
—
78 244
Amortization expenses
7 329
10 797
—
18 126
Impairment expenses
—
2 003
—
2 003
Accumulated amortization and impairment as of 31.12
37 318
61 056
—
98 374
Net carrying value as of 31.12
26 630
52 903
249
79 782
Estimated useful life
3 - 10 years
1 - 5 years
Indefinite
Depreciation method
Straight-line
Straight-line
NA
GROUP
R&D expenses:
PARENT
133 615
Personnel expenses
57 708
42 733
Other operating expenses
33 979
176 349
Total cost recognized in income statement
91 687
191 977
Total cost for R&D (incl. capitalized development cost)
107 315
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
2024
Software and other
intangible assets
Capitalized development
expenses
Goodwill
Total
Acquisition cost
Opening balance
44 731
78 988
10 891
134 611
Additions
2 257
19 343
—
21 600
Currency translation differences
—
—
-11
-11
Acquisition cost as of 31.12
46 988
98 331
10 880
156 200
Accumulated depreciation
Opening balance
25 668
40 051
—
65 719
Amortization expenses
7 203
8 205
—
15 408
Impairment expenses
431
—
—
431
Currency translation differences
-77
—
—
-77
Accumulated amortization as of 31.12
33 226
48 255
—
81 482
Net carrying value as of 31.12
13 762
50 076
10 880
74 718
PARENT
2024
Software and other
intangible assets
Capitalized development
expenses
Goodwill
Total
Acquisition cost
Opening balance
40 217
78 988
249
119 454
Additions
2 381
19 343
—
21 723
Acquisition cost as of 31.12
42 599
98 331
249
141 177
Accumulated depreciation
Opening balance
23 208
40 051
—
63 259
Amortization expenses
6 349
8 205
—
14 554
Impairment expenses
431
—
—
431
Accumulated amortization as of 31.12
29 989
48 255
—
78 244
Net carrying value as of 31.12
12 610
50 076
249
62 936
Estimated useful life
3 - 10 years
1 - 5 years
Indefinite
Amortization method
Straight-line
Straight-line
NA
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
R&D expenses:
PARENT
107 661
Personnel expenses
45 641
39 722
Other operating expenses
33 075
147 384
Total cost recognized in income statement
78 715
166 727
Total cost for R&D (incl. capitalized development cost)
98 058
Impairment of intangible assets
The asset group Capitalized development expenses is impaired during the current reporting period, resulting in an impairment loss of USD 2.0m. There have been no indications of possible
impairment related to other intangible assets.
Change in estimate with respect to useful life
The useful life of the intangible assets has been reviewed during the year. Management has evaluated the current useful life estimates as appropriate.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 15: Fixed assets
All figures in USD 1 000
15.1 Accounting policies
Property, plant, and equipment are measured at cost less accumulated depreciation and
impairment losses, if any. The assets are depreciated on a straight-line basis over their
estimated useful lives.
Expenditures classified as repair and maintenance costs are expensed when incurred.
Expenditures that increase the value of the fixed asset are capitalized and depreciated
over the remaining useful life of the fixed asset.
The assets’ residual values and useful lives are reviewed annually.
At the end of each reporting period, the Group assesses whether there is any indication
that a fixed asset may be impaired. The recoverable amount of the fixed asset are
normally estimated on a stand-alone basis.
15.2 Fixed assets
GROUP
2025
Office and lab
equipment
Computer
equipment and
machinery
Fixture and fittings
Property
Total
Opening balance
48 378
52 913
6 977
333
108 600
Additions
3 398
13 599
1 032
1 311
19 341
Currency translation differences
2 226
268
230
—
2 724
Acquisition cost as of 31.12
54 002
66 780
8 239
1 644
130 666
Opening balance
39 426
42 636
4 584
—
86 646
Depreciation expenses
7 023
5 944
997
—
13 964
Currency translation differences
770
394
86
—
1 250
Accumulated depreciation as of 31.12
47 219
48 974
5 667
—
101 860
Net carrying value as of 31.12
6 783
17 806
2 572
1 644
28 805
PARENT
2025
Office and lab
equipment
Computer
equipment and
machinery
Fixture and fittings
Property
Total
Opening balance
23 009
48 342
3 585
333
75 269
Additions
793
13 364
685
1 311
16 153
Acquisition cost as of 31.12
23 801
61 706
4 270
1 644
91 421
Opening balance
18 262
39 448
2 405
—
60 115
Depreciation expenses
2 249
5 563
391
—
8 203
Accumulated depreciation as of 31.12
20 511
45 011
2 796
—
68 318
Net carrying value as of 31.12
3 290
16 695
1 474
1 644
23 103
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
2024
Office and lab
equipment
Computer
equipment and
machinery
Fixture and fittings
Property
Total
Opening balance
46 687
49 703
6 858
333
103 581
Additions
2 003
3 209
199
—
5 411
Disposals
-312
—
-80
—
-392
Acquisition cost as of 31.12
48 378
52 913
6 977
333
108 600
Opening balance
33 436
37 393
3 656
—
74 485
Depreciation expenses
7 409
5 911
1 062
—
14 382
Currency translation differences
-1 217
-668
-69
—
-1 954
Accumulated depreciation as of 31.12
39 426
42 636
4 584
—
86 646
Net carrying value as of 31.12
8 952
10 278
2 393
333
21 955
PARENT
2024
Office and lab
equipment
Computer
equipment and
machinery
Fixture and fittings
Property
Total
Opening balance
21 177
45 080
3 578
333
70 168
Additions
1 832
3 929
86
—
5 847
Disposals
—
-487
-80
—
-566
Acquisition cost as of 31.12
23 009
48 518
3 585
333
75 444
Opening balance
15 724
33 873
2 074
—
51 671
Depreciation expenses
2 538
5 701
395
—
8 635
Disposals
—
-126
-65
—
-190
Accumulated depreciation as of 31.12
18 262
39 448
2 405
0
60 116
Net carrying value as of 31.12
4 746
9 070
1 180
333
15 329
GROUP AND PARENT
Estimated useful life
3 - 5 years
3 - 5 years
5 years
Depreciation method
Straight-line
Straight-line
Straight-line
No depreciation
Total depreciation expenses consist of depreciation of fixed assets and depreciation of
intangible assets (Note 14: Goodwill and intangible assets).
Non-depreciable property assets:
The parent company has an apartment in Trondheim for use by employees in the Oslo
office while in Trondheim. The apartment is assessed at acquisition cost. The residual value
is expected to be at least equal to the carrying amount.
Scrapped capital assets
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
All capital assets that are ready to be scrapped have been fully depreciated and have no
residual book value.
Impairment
There have been no indications of possible impairment related to fixed assets during the
current reporting period.
Change in estimate with respect to useful life
The useful life of the fixed assets has been reviewed during the year. Management has
evaluated the current useful life estimates as appropriate.
Note 16: Leases
All figures in USD 1 000.
16.1 Accounting policies
The Group applies a single recognition and measurement approach for all leases, except
for short-term leases and leases of low-value assets. The Group recognizes lease liabilities
to make lease payments and right-of-use (RoU) assets representing the right to use the
underlying assets.
Right-of-use assets
The Group recognizes RoU assets at the commencement date of the lease (i.e., the date
the underlying asset is available for use). RoU assets are measured at cost, less any
accumulated depreciation and impairment losses. The cost of RoU assets includes the
amount of lease liabilities recognized, initial direct costs incurred, and lease payments
made at or before the commencement date, less any lease incentives received. RoU assets
are depreciated on a straight-line basis over the lease term.
At the end of each reporting period, the Group assesses whether there is any indication
that an RoU asset may be impaired.
Sub-leases
A sublease, where the Group is a lessor, could either be classified as an operational or
finance lease.
Finance lease is applicable for the Group because:
■The lease term of the sublease is for the major pat of the head lease, and
■Risk and reward for the subleased space have been transferred to the sub lessee over
the remaining time of the head lease.
The right-of-use asset of the head lease is derecognized equal to the present value of sub-
lease and the Group presents the net investment in the lease as an "other long-term asset".
The Group uses the discount rate used for the head lease to measure the net investment in
the sublease.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at
the present value of lease payments to be made over the lease term. The lease payments
include fixed payments (including in substance fixed payments), less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees.
In calculating the present value of lease payments, the Group uses its incremental
borrowing rate (IBR) at the lease commencement date because the interest rate implicit in
the lease is not readily determinable. The Group estimates the IBR using observable inputs
(such as market interest rates) when available and is required to make certain entity
specific estimates (such as the subsidiary's stand-alone credit rating).
After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g., changes to future payments resulting from a
change in an index or rate used to determine such lease payments), or a change in the
assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e.,
those leases that have a lease term of 12 months or less from the commencement date
and do not contain a purchase option) and low-value assets. The low value election is
made on a lease-by-lease basis and refers to underlying assets with a value in order of
USD 5 000 or less. Lease payments on short-term leases and leases of low value assets are
recognized as expense on a straight- line basis over the lease.
16.2 Leases
The Group is a lessee and has entered into agreements to lease office space, office
equipment and machinery.
The Group's office leases range between 1 to 12 years. Equipment and machinery leases
range between 1 to 4 years.
There are no leases with variable lease payments, other than lease payments linked to a
consumer price index.
Extension and termination options are included in a number of property and equipment
leases across the Group. These are used to maximize operational flexibility in terms of
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
managing the assets used in the Group’s operations. The majority of extension and
termination options held are exercisable only by the Group and not by the respective
lessor. In calculating lease liability, the option to extend the lease term of the lease has not
been included. The Group could replace the lease assets without significant cost or
business disruption.
The Group also has certain leases with lease terms of 12 months or less and leases with
low value. The Group applies the "short-term lease" and "lease of low-value assets"
recognition exemptions for these leases.
Leasing activities
In 2025, the following legal entities renegotiated their obligations to existing
office locations:
■In 2025, Nordic Semiconductor ASA exercised the option to transfer addition office
space in Trondheim, with a commencement date of April 1, 2025. The office space is
subleased from these dates on the same terms as the head lease. In addition, Nordic
Semiconductor ASA exercised an option under its existing data center housing
agreement, extending the contracted data center space through an increase in the
number of racks. 
■Nordic Semiconductor Finland Oy exercised the option to extend the office lease for
another 2.5 years.
■Nordic Semiconductor (Philippines) Inc exercised the option to extend the office lease
for another 3 years.
■Nordic Semiconductor (Shenzhen) Limited exercised the option to extend the office
lease for another 6 months.
In 2025, the following legal entities entered into office rental agreements for new locations:
■Nordic Semiconductor Poland Sp. Z.o.o. entered into a new office rental agreement
with a commencement date of May 5, 2025 which replaced a previously exercised
rental agreement.
■Nordic Semiconductor South Korea Ltd entered into a new rental agreement with a
commencement date of August 1, 2025 which replaced a previously exercised rental
agreement. 
■Nordic Semiconductor Inc signed an office rental agreement with a commencement
date of April 1, 2025 and an data center housing agreement with a commencement
date of January 5, 2025
■Nordic Semiconductor (Philippines) Inc signed an office rental agreement with a 
commencement date of January 7, 2025. 
■Memfault Inc signed an office rental agreement with a commencement date of January
5, 2026. 
Contractual cash flow of leases
Below is the expected contractual cash flow of leases not reflected in the measurement of
lease liabilities as of December 31, 2025 (commencement date after balance sheet date).
GROUP
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Office space
—
631
256
263
111
Office equipment
—
—
—
—
—
Total
—
631
256
263
111
PARENT
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Office space
—
—
—
—
—
Office equipment
—
—
—
—
—
Total
—
—
—
—
—
Minimum lease payments payable on leases are presented in note 28.
Below is the expected contractual cash flow of subleasing.
GROUP
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Lease payments
receivables
6 436
8 203
980
5 277
1 945
Total
6 436
8 203
980
5 277
1 945
PARENT
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Lease payments
receivables
6 436
8 203
980
5 277
1 945
Total
6 436
8 203
980
5 277
1 945
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Amounts recognized in the balance sheet:
Right-of-use assets
GROUP
2025
Office space
Office equipment and
machinery
Total
Acquisition cost
Opening balance
91 274
370
91 644
Additions
1 470
—
1 470
Adjustments
7 452
—
7 452
Net investment in the lease
-3 595
—
-3 595
Acquisition cost as of 31.12
96 601
370
96 971
Accumulated depreciation and impairment
Opening balance
39 187
74
39 261
Depreciation expenses
8 709
74
8 784
Currency translation differences
-733
—
-733
Accumulated depreciation and impairment as of 31.12
47 163
148
47 312
Net carrying value as of 31.12
49 437
222
49 660
PARENT
2025
Office space
Office equipment and
machinery
Total
Acquisition cost
Opening balance
64 989
370
65 360
Additions
240
—
240
Adjustments
4 591
—
4 591
Net investment in the lease
-3 595
—
-3 595
Acquisition cost as of 31.12
66 225
370
66 596
Accumulated depreciation and impairment
Opening balance
21 998
74
22 072
Depreciation expenses
4 405
74
4 479
Accumulated depreciation and impairment as of 31.12
26 403
148
26 551
Net carrying value as of 31.12
39 822
222
40 045
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
2024
Office space
Office equipment and
machinery
Total
Acquisition cost
Opening balance
83 580
—
83 580
Additions
5 488
370
5 858
Adjustments
5 042
—
5 042
Net investment in the lease
-2 835
—
-2 835
Acquisition cost as of 31.12
91 274
370
91 645
Accumulated depreciation and impairment
Opening balance
28 910
—
28 910
Depreciation expenses
8 960
74
9 034
Impairment expenses
1 318
—
1 318
Accumulated depreciation and impairment as of 31.12
39 187
74
39 261
Net carrying value as of 31.12
52 062
296
52 358
PARENT
2024
Office space
Office equipment and
machinery
Total
Acquisition cost
Opening balance
63 250
—
63 250
Additions
36
370
407
Adjustments
4 538
—
4 538
Net investment in the lease
-2 835
—
-2 835
Acquisition cost as of 31.12
64 989
370
65 360
Accumulated depreciation and impairment
Opening balance
17 724
—
17 724
Depreciation expenses
4 274
74
4 348
Accumulated depreciation and impairment as of 31.12
21 998
74
22 072
Net carrying value as of 31.12
42 991
296
43 288
Impairment
No indication of impairment was identified during the year, and accordingly, no impairment expenses was recognized.
Lease payment receivables:
Below is the carrying amount of lease payment receivables (from subleasing) and the
movements during the period.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
PARENT
2 699
Lease payment receivables as of 1 January 2025
2 699
-670
Lease payments
-670
3 595
Acquisitions and adjustments
3 595
316
Interest
316
497
Foreign exchange adjustments
497
6 436
Lease payment receivables  as of 31 December 2025
6 436
Below is the disclosure of financial position from lease receivables.
GROUP
PARENT
2025
2024
Lease receivables
2025
2024
923
341
Current
923
341
5 513
2 358
Non-Current
5 513
2 358
6 436
2 699
Total lease receivables
6 436
2 699
Lease liabilities
Below is the disclosure of financial position from lease liabilities.
GROUP
PARENT
2025
2024
Lease liabilities
2025
2024
12 408
10 360
Current
7 430
5 865
50 813
45 752
Non-Current
44 063
38 957
63 221
56 112
Total lease liabilities
51 493
44 822
Below is the carrying amount of lease liabilities and the movements during the period.
GROUP
PARENT
56 112
Net liabilities as of 1 January 2025
44 821
-12 324
Lease payments
-7 112
8 922
Acquisitions and adjustments
4 831
—
Disposals
—
3 800
Interest
3 182
6 711
Foreign exchange adjustments
5 771
63 221
Net liabilities as of 31 December 2025
51 493
Other items
Below is the disclosure of other items from operational leases and subleasing:
GROUP
PARENT
2025
2024
Other items from operational leases and
subleasing
2025
2024
677
59
Income from subleasing right-of-use assets
677
59
316
27
Interest income from net investment in finance
leases
316
27
993
86
Total items from subleasing
993
86
365
397
Expenses relating to short-term leases
—
75
451
932
Expenses relating to leases of low-value assets
161
269
3 800
3 555
Interest expense on lease liabilities
3 182
2 958
4 616
4 884
Total items from operational leases
3 343
3 302
12 463
12 148
The total cash outflow for leases
6 596
6 314
Note 17: Investments in subsidiaries and joint ventures
All figures in USD 1 000
Note 17.1: Accounting policies
Investments in subsidiaries and joint ventures are accounted for in the Company’s separate financial statements at historical cost. The cost of an investment includes the consideration
transferred at the date of acquisition. 
Subsequent measurement of investments in joint ventures is accounted for using the equity method, whereby the carrying amount is adjusted to recognize the Company's share of the joint
venture’s profit or loss after the date of acquisition.
Where there is an indication that the investment may be impaired, the carrying amount is tested for impairment.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Dividends received from a subsidiary are recognized in profit or loss when the Company’s right to receive the dividend is established.
Note 17.2: Subsidiaries
The following subsidiaries have been included in the financial statements.
Subsidiaries consolidated in
Established
Year
Location
Share
Ownership
Voting
Rights
Nordic Semiconductor Inc
2006
USA
100%
100%
Nordic Semiconductor Poland S.P z o.o
2013
Poland
100%
100%
Nordic Semiconductor Finland OY
2014
Finland
100%
100%
Nordic Semiconductor KK
2017
Japan
100%
100%
Nordic Semiconductor Germany GmbH
2018
Germany
100%
100%
Nordic Semiconductor Norway AS
2020
Norway
100%
100%
Nordic Semiconductor UK Limited
2020
UK
100%
100%
Nordic Semiconductor India Pvt. Ltd
2020
India
100%
100%
Nordic Semiconductor Sweden AB
2020
Sweden
100%
100%
Nordic Semiconductor Hong Kong Limited
2021
Hong Kong
100%
100%
Nordic Semiconductor (Shenzhen) Limited
2021
China
100%
100%
Nordic Semiconductor Singapore Pte Ltd
2022
Singapore
100%
100%
Nordic Semiconductor Denmark ApS
2022
Denmark
100%
100%
Nordic Semiconductor Philippines, Inc.
2022
Philippines
100%
100%
Nordic Semiconductor South Korea Ltd
2025
South
Korea
100%
100%
Memfault Inc
2025
USA
100%
100%
Memfault Germany GmbH
2025
Germany
100%
100%
Subsidiaries as of 31 December 2025
Ownership
Share of
votes
Net profit
2025
Equity 31.
Dec 2025
Nordic Semiconductor Inc
100%
100%
-1 165
5 836
Nordic Semiconductor Poland S.P z o.o
100%
100%
2 361
8 182
Nordic Semiconductor Finland OY
100%
100%
4 246
8 689
Nordic Semiconductor KK
100%
100%
44
206
Nordic Semiconductor Germany GmbH
100%
100%
46
250
Nordic Semiconductor Norway AS
100%
100%
3 098
11 019
Nordic Semiconductor UK Limited
100%
100%
343
3 242
Nordic Semiconductor India Pvt. Ltd
100%
100%
505
2 914
Nordic Semiconductor Sweden AB
100%
100%
483
2 470
Nordic Semiconductor Hong Kong Limited
100%
100%
921
3 666
Nordic Semiconductor (Shenzhen) Limited
100%
100%
2 438
9 003
Nordic Semiconductor Singapore Pte Ltd
100%
100%
12 583
35 322
Nordic Semiconductor Denmark ApS
100%
100%
49
369
Nordic Semiconductor Philippines, Inc.
100%
100%
356
710
Nordic Semiconductor South Korea Ltd
100%
100%
51
57
Memfault Inc
100%
100%
-2 682
-573
Memfault Germany GmbH
100%
100%
24
196
■All intellectual property (IP) is owned by Nordic Semiconductor ASA, which is the ultimate parent company of the Group. All intercompany transactions are conducted in accordance
with the Group's transfer pricing policy.
■Nordic Semiconductor Inc is a market development, product promotion, and support company, but since 2016 has run a small R&D department as well.
■Nordic Semiconductor Poland Sp. z.o.o. is an extension of the software development team in the parent company.
■Nordic Semiconductor Finland OY is a development company working mainly with long range technology. The R&D team in Finland works closely alongside the rest of the R&D teams
in the Group.
■Nordic Semiconductor KK is a market development, product promotion, and support company,
■Nordic Semiconductor Germany GmbH is a market development, product promotion, and support company,
■Nordic Semiconductor Norway AS is the parent company of Nordic Semiconductor UK Limited, Nordic Semiconductor India Pvt. Ltd, Nordic Semiconductor Sweden AB, Nordic
Semiconductor Hong Kong Limited and Nordic Semiconductor (Shenzhen) Limited.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
■Nordic Semiconductor UK limited is a development company working with Wi-Fi and PMIC technology. The R&D team in the UK works closely alongside the rest of the R&D teams in
the Group.
■Nordic Semiconductor India Pvt. Ltd is a development company working with Wi-Fi technology. The R&D team in India works closely alongside the rest of the R&D teams in the Group.
■Nordic Semiconductor Sweden AB is a development company working mainly with Wi-Fi technology. The R&D team in Sweden works closely alongside the rest of the R&D teams in the
Group.
■Nordic Semiconductor Hong Kong Limited is a market development, product promotion, and support company.
■Nordic Semiconductor (Shenzhen) Limited is a market development, product promotion, and support company.
■Nordic Semiconductor Singapore Pte Ltd is Nordic's regional head office in the APAC region, distributing the Group's products.
■Nordic Semiconductor Denmark ApS is a development company working with mainly short range technology.
■Nordic Semiconductor Philippines, Inc. is a development, supply chain and support company. The R&D team in the Philippines is working across all technologies, and works closely
alongside the rest of the R&D teams in the Group.
■Nordic Semiconductor South Korea Ltd is a market development, product promotion, and support company.
■Memfault Inc. is a development company, working mainly with nRFCloud and cloud lifecycle services. The R&D team in Memfault works closely alongside the rest of the nRFCloud team
in the Group.
■Memfault Germany GmbH. is a development company, working mainly with nRFCloud and cloud lifecycle services. The R&D team in Memfault works closely alongside the rest of the
nRFCloud team in the Group.
Note 17.3: Joint ventures
In 2025, Nordic Semiconductor ASA has discontinued the use of equity method, and the retained interest is measured at fair value. See Note 18: Other non-current assets for further
information.
Note 18: Other non-current assets
All figures in USD 1 000
GROUP
PARENT
2025
2024
2025
2024
6 436
2 699
Lease payment receivables, see Note 16: Leases
6 436
2 699
83 469
88 441
Prepayments
83 469
88 441
805
—
Other long-term investments in shares, see Note
17.3: Joint ventures
805
—
90 711
91 140
Other long term assets
90 711
91 140
In 2023, Nordic Semiconductor ASA entered a capacity reservation agreement with a wafer
manufacturer. The company is committed to purchasing wafers according to a purchase
reservation plan for the period from Q4 2023 to Q4 2031.
Nordic has paid USD 100m to secure the quarterly reservation. The prepayment is settled
against committed wafer orders every quarter.
The balance of the prepayment as of December 31, 2025 is USD 92.9m, where USD 83.5m
is classified as Other non-current assets and USD 9.4m is classified as Other current
receivables.
Note 19: Accounts receivable
All figures in USD 1 000
19.1 Accounting policies
Impairment of financial assets
For accounts receivables, the Group applies a simplified approach in calculating expected
credit losses (ECLs). The Group does not track changes in credit risk, but instead recognizes
a loss allowance based on lifetime ECLs at each reporting date.
See note 28 for further information.
19.2 Accounts receivable
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
GROUP
PARENT
2025
2024
2025
2024
93 488
66 412
Gross receivables
714
1 037
—
—
Provision for doubtful accounts
—
—
93 488
66 412
Accounts receivable, net
714
1 037
Note 20: Intercompany
All figures in USD 1 000                                                                                                                           
PARENT
2025
2024
Loans to group companies
1 033
3 032
Receivables group companies
216 913
99 301
Total receivable
217 946
102 333
Accounts payable, group companies
29 949
28 395
Total payables
29 949
28 395
PARENT
2025
2024
Sale of goods
615 330
474 356
Total revenue
615 330
474 356
Cost of goods sold
326 392
261 125
Total cost of goods sold
326 392
261 125
Service fee for R&D and product promotion
119 108
115 288
Total other operating expenses
119 108
115 288
Interest income from loans to group companies
3 524
353
Interest expenses from loans to group companies
-333
—
Total financial income
3 191
353
Note 21: Cash and cash equivalents
All figures in USD 1 000
21.1 Accounting policies
Cash and cash equivalents include cash at bank and money market fund. Money market
funds are defined as cash equivalents because they are highly liquid and not subject to
material fluctuations in value. The purpose of cash and cash equivalents is to meet short-
term commitments.
21.2 Cash and cash equivalents
GROUP
PARENT
2025
2024
Cash and cash equivalents as of the balance
sheet date were as follows:
2025
2024
194 524
192 445
Cash at bank
92 304
90 164
2 650
2 256
Restricted cash (withholding tax account)
2 650
2 256
110 228
93 213
Money market funds
110 228
93 213
307 402
287 914
Cash and cash equivalents in statement of
financial position
205 181
185 633
■Cash at banks earns interest at floating rates based on daily bank deposit rates.
■Money market fund invests in short-term securities in Norwegian fixed-income market.
The instruments are issued or guaranteed by the state, municipalities, county
authorities, industrial companies, and financial institutions. The fund may, for extended
periods, allocate all its investments within just one or a few of these segments.
■Nordic Semiconductor ASA presents total bank deposits in the international cash pool,
while Nordic Semiconductor OY presents its share of the international cash pool as a
receivable from the company. Nordic Semiconductor ASA and Nordic Semiconductor
OY participate in the cash pool, which is operated by Danske Bank.
■Restricted deposits are held by Nordic Semiconductor ASA. They are subject to
regulatory restrictions and are therefore not available for general use by the entities
within the Group.
■Interest on bank deposits is set to floating rates based on daily bank deposit rates.
For information on credit and liquidity risk, see Note 28: Financial risk management.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 22: Share capital and shareholder information
22.1 Accounting policies
When treasury shares are purchased, the purchase price, including directly attributable costs, are recognized as changes in equity. Treasury shares are presented as a reduction of equity.
Gains or losses on transactions in treasury shares are not recognized in the income statement.
22.2 Share capital and shareholder information
Share capital
The share capital in Nordic Semiconductor ASA as of December 31, 2025 consists of one share class with a total of 199,781,600 shares with a par value of NOK 0.01, with a total share
capital of NOK 1,997,816. Each share grants the same rights in the company, and in the event of any increase in capital, existing shareholders have preemptive rights for any new shares.
During the year, the following changes have been made in the number of shares, share capital, and share premium.
GROUP
Number of shares
Share capital
(USD 1000)
Treasury shares
(USD 1000)
Share premium
(USD 1000)
2025
2024
2025
2024
2025
2024
2025
2024
Holdings as of 1.1
192 781 600
192 781 600
317
317
-1
-1
235 448
235 448
Issue of share capital
7 000 000
—
7
—
—
—
103 449
—
Change in treasury shares
—
—
—
—
-1
—
—
—
Holdings as of 31.12
199 781 600
192 781 600
324
317
-2
-1
338 897
235 448
Dividend
No dividend was paid during 2025.
Treasury shares
The company owned 1,494,595 treasury shares on December 31, 2025. On January 1, 2025, the company owned 518,692 treasury shares. Based on a resolution of the Annual General
Meeting of May 5, 2025, the Board has authority to purchase the company’s own shares with a limit of a par value of NOK 192,000 through one or more transactions. This authority is
limited to 9.96% of the company’s share capital, and the price per share that the company may pay for shares shall not be lower than the par value and not higher than NOK 350. This
authority applies until the company’s Annual General Meeting in 2026, and by June 30, 2026 at the latest. On February 5, 2026, the board authorized the Company to commence a share
repurchase program based on the aforementioned resolution of the Annual General Meeting. The purpose of the program is to have available shares to settle the company's obligations
under the Employee long-term equity linked incentive programs, including delivery of shares under granted restricted stock units (RSUs).
Long-term incentive plan
On May 5, 2025, the Annual General Meeting of Nordic Semiconductor ASA approved the grant of Restricted Stock Units (RSUs) in accordance with the 2025 Employee Long-Term
Incentive Plan. See note 25 for further information.
Shareholder overview
The largest shareholders in Nordic Semiconductor ASA were as follows as of December 31, 2025, based on data provided by an investor relations advisory service provider*, and is
obtained through an analysis of beneficial ownership and fund manager information provided in replies to disclosure of ownership notices issued to all custodians on the Nordic VPS share
register.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Shareholder
Shares
Percentage
Folketrygdfondet
24 784 246
12.4%
Accelerator Ltd
17 477 950
8.7%
DNB Asset Management AS
14 647 204
7.3%
ODIN
7 705 486
3.9%
Vanguard
6 971 293
3.5%
Eika Kapitalforvaltning
5 489 760
2.7%
KLP Kapitalforvaltning AS
5 210 642
2.6%
Handelsbanken Fonder
4 583 455
2.3%
BlackRock
4 303 035
2.2%
Storebrand Asset Management
3 267 290
1.6%
Danske Invest
3 150 231
1.6%
Alfred Berg Kapitalforvaltning
2 773 445
1.4%
DNB Asset Management SA
2 752 793
1.4%
AAT Invest AS
2 350 000
1.2%
Robeco
2 258 202
1.1%
Awilhelmsen AS
2 154 490
1.1%
Artisan Partners
2 054 260
1.0%
Skandia Fonder
1 986 813
1.0%
State Street Investment Management
1 970 361
1.0%
Svenn-Tore Larsen
1 847 142
0.9%
Total for the 20 largest shareholders
117 738 098
58.9%
Other shareholders
82 043 502
41.1%
Total shares outstanding
199 781 600
100.0%
*Every reasonable effort has been made to verify the data, however neither Nordic nor the investor relations advisory service provider can guarantee the accuracy of the analysis.
Shares held by the Board of Directors and Executive Management were as follows as of December 31, 2025:
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Board of Directors
Shares
Executive Management
Shares
Dieter May
11 047
Vegard Wollan
151 090
Anita Huun
15 607
Geir Langeland
224 411
Inger Berg Ørstavik
8 207
Ole Fredrik Morken
207 721
Annastiina Hintsa
6 607
Ståle Ytterdal
143 708
Helmut Gassel
1 688
Ola Bostrøm
6 177
Anja Dekens
1 430
Pål Elstad
54 138
Monika Lie Larsen
1 663
Øyvind Birkenes
9 540
Jon Helge Nistad
1 519
Kjetil Holstad
19 859
Joakim Ferm
2 824
Sonja Kusmin
2 801
Øyvind Strøm
10 000
Total
47 768
Total
832 269
Note 23: Shares outstanding
Basis for calculation of basic earnings per share
2025
2024
Earnings for the year (USD ‘000)
16 385
-38 504
Weighted average number of outstanding shares (‘000)
193 411
192 196
Earnings per share (USD)
0.08
-0.20
Basis for calculation of fully diluted earnings per share
Earnings for the year (USD ‘000)
16 385
-38 504
Weighted average number of outstanding shares (‘000)
196 567
194 717
Earnings per share (USD)
0.08
-0.20
The number of shares was as follows:
Date
Shares issued
Shares outstanding
01.01.2025
Opening balance
192 781 600
192 262 908
31.12.2025
Closing balance
199 781 600
198 287 005
Restricted Stock Units (RSUs) and Performance Shares (PSUs) granted to employees are
considered to be potential ordinary shares. They have been included in the determination
of diluted earnings per share. RSUs and PSUs have not been included in the determination
of basic earnings per share. Details relating to share based compensation are set out in
note 25.
Note 24: Pensions
Defined benefit plan
The total pension liability from defined benefit plans was USD 944,895 for the Group. This
amount consists of liabilities in Norway, the Philippines, Poland and India.
The Norwegian company in the Group is required to have mandatory employment pension
for employees in Norway, according to the Mandatory Employment Pension Act. The
defined benefit plan was closed for new members effective January 1, 2008, and from this
point a new defined contribution plan was established.
Nordic has had a pension plan for the Philippines office as of January 2014. The retirement
plan is unfunded and of the defined benefit type that provides a retirement benefit
calculated based on number of years of credited service. At the end of 2025, the pension
liability was USD 466,102.
In Finland, earnings-related pensions are financed with insurance contributions paid by
employers and employee. In Poland, the employers and employee contribute to a social
security plan including pensions and disability insurance. In addition, the company offers a
employee capital plan (PPK) financed jointly by the employee, the employer, and the
government.
In India, the company provides for gratuity, a defined benefit plan (the “Gratuity Plan”)
covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The
amount of gratuity payable on retirement/termination is the employee's last drawn basic
salary per month, computed proportionately for 15 days' salary multiplied by the number of
years of service.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Defined contribution pension plan
All employees in Norway have a defined contribution pension plan since January 1, 2016.
The main benefit is a contribution of 7% of salary up to 7.1 basis points (G) and 18% of
salary between 7.1 and 12 basis points. In addition to this, the company offers a disability
pension of approximately 66% of salary including estimated social security based on 40
years of full employment. In 2025, the cost of the defined contribution pension was USD
378,618, and the plan had 581 members.
The Indian company has a defined contribution plan, specifically a provident fund.
Contributions are made to provident fund at the rate of 12% of basic salary. The
contributions are made to registered provident fund administered by the government. The
obligation of the Company is limited to the amount contributed. It has no further
contractual or any constructive obligation.
In Poland, each employee who retires is entitled to retirement and pension severance pay
from the employer. This is regulated by the Polish Labor Code.
Note 25: Long-term incentive plans
25.1 Accounting policies
Share based compensation
The Group grants restricted stock units and other awards over its ordinary shares to all
employees. The cost of equity-settled transactions is determined by the fair value at the
date when the grant is made using an appropriate valuation model, further details of
which are given in note 25.2 Long-term incentive plans.
That cost is recognized in employee benefits expense, together with a corresponding
increase in equity (other paid in capital), over the period in which the service and, where
applicable, the performance conditions are fulfilled (the vesting period).
Social security tax is accrued over the vesting period based on the actual value of the stock
unit.
25.2 Long-term incentive plans
The following share-based payment grants were outstanding or had vesting activity during
2024 and/or 2025 and are therefore relevant for the comparative information presented.
On April 28, 2022, Nordic Semiconductor ASA granted 486,677 RSUs and Performance
shares to employees. A share price of NOK 183.8 was used as the basis for the calculation
of RSUs and Performance Shares, representing the weighted average share price over the
five trading days following the Annual General Meeting. The RSUs vest after two and three
years. The Performance Shares are issued conditional upon the achievement of a defined
set of objectives. The Performance Shares vest and will be delivered at par value upon
completion of the performance period, which is three years.
On July 12, 2023, Nordic Semiconductor ASA granted 1,002,323 RSUs and Performance
shares to employees. A share price of NOK 112.7 was used as the basis for the calculation
of RSUs for employees, representing the weighted average share price over the five trading
days following the Annual General Meeting. The RSUs vest after two and three years. For
EMT, the weighted average share price on July 11, 2023 of NOK 129.9 was used as the basis
for the calculation of RSUs and Performance Shares. The Performance Shares are issued
conditional upon the achievement of a defined set of objectives. The Performance Shares
vest and will be delivered at par value upon completion of the performance period, which
is three years.
On March 20, 2024, Nordic Semiconductor granted 903,000 RSUs and Performance Shares
to employees. The grant was aimed at retaining and motivating employees following a
challenging year of cost optimization initiatives. The grant covered all employees, with the
exception of the Executive Management Team. The RSUs vest in May 2025. The
Performance Shares are issued conditional upon the achievement of a defined set of
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
objectives. The Performance Shares vest and will be delivered at par value upon
completion of the performance period, which ran until May 2025.
On May 3, 2024, Nordic Semiconductor ASA granted 946,922 RSUs and performance
shares to employees. A share price of NOK 121.5 was used as the basis for the calculation
of RSUs, representing the weighted average share price over the five trading days
following the Annual General Meeting. The RSUs vest over two and three years. The
Performance Shares are issued conditional upon the achievement of a defined set of
objectives. The Performance Shares vest and will be delivered at par value upon
completion of the performance period, which is three years.
With reference to the Annual general meeting held on May 5, 2025, Nordic Semiconductor,
on May 13, 2025, granted 1,111,262 RSUs and PSUs to employees, including EMT. A share
price of NOK 115.7 was used as the basis for the calculation of RSUs, representing the
weighted average share price over the five trading days following the Annual General
Meeting. On July 9, 2025, an additional 402,000 RSUs were granted to employees of newly
acquired Memfault Inc. as part of retention agreement. These RSUs will vest over four years
in equal annual installments, and the shares will be delivered to the employee after the
vesting date against payment of the par value of the share  In total, 1,513,262 RSUs and
Performance shares have been granted in 2025, an equivalent to 0.78% of the company's
outstanding share capital. The Annual General Meeting of Nordic Semiconductor ASA
approved the issue of RSUs and PSUs of an aggregate nominal value of up to 1% of the
company’s outstanding share capital.
A summary of RSUs transactions during 2025 and 2024 below:
2025
2024
Outstanding RSUs 1.1
1 921 826
1 404 565
Granted
1 425 918
1 355 419
Forfeited
312 495
462 508
Released
1 066 956
375 650
Outstanding RSUs 31.12
1 968 293
1 921 826
A summary of performance shares during 2025 and 2024 below:
2025
2024
Outstanding performance shares 1.1
355 789
77 357
Granted
87 344
516 983
Forfeited
2 872
69 431
Performance adjusted
-10 929
-169 120
Released
258 626
—
Outstanding performance shares 31.12
170 706
355 789
The fair value of the RSUs and performance shares are set on the grant date and
expensed over the vesting period. USD 12,110 thousand was expensed during 2025 and
USD 11,661 thousand in 2024. In addition, Nordic expensed USD 4,061 thousand during 2025
for share-based compensation for the three founders of Memfault, where delivery of shares
are conditional upon their continued employment with Nordic Semiconductor for a period
of three years following the acquisition.
The strike price of the RSUs and PSUs are nil and the shares are delivered free of payment.
The fair value per RSU and performance share without market condition granted in May
2025 and July 2025 was NOK 123.9 and 138.4, respectively. The fair value of the
performance shares with Relative Total Shareholder Return performance condition granted
in May 2025 was NOK 172.47. The valuation is based on a Monte Carlo simulation model
with the following assumptions:
Share price on the grant date
The closing share price of the company and nine peer group companies were NOK 123.90
and NOK 997.62, respectively. The closing price for the peer group companies represents
the average of the peer companies’ closing share prices, converted to NOK.
Risk-free interest rate
The risk-free interest rate is set equal to the relevant interest rate on government bonds on
the date of grant in 2025, i.e., 3.72 % in Norway.
Volatility
It is assumed that historic volatility is an indication of future volatility. The expected volatility
is therefore stipulated to be the same as the historic volatility, which equaled 57.42% on the
date of grant in 2025 for the Company and 40.91% for the peer group.
Expected lifetime
Performance shares vest on the May 13, 2028. Performance end date is December 31, 2027,
so as of vesting date the quantity to vest is known.
Correlation coefficients
Correlation coefficient quantifies the degree to which the companies’ share prices jointly
react to the news flow. The historic correlation coefficients has been calculated by using
daily share price logarithmic returns of peer group companies in local currency.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Note 26: Current liabilities
All figures in USD 1 000
GROUP
PARENT
2025
2024
2025
2024
41 253
23 918
Accounts payable
36 613
22 903
—
—
Accounts payable from subsidiaries
29 949
28 280
2 567
1 799
Income taxes payable
—
—
7 587
6 737
Social security tax and payroll tax
5 845
5 259
12 408
10 360
Current lease liabilities
7 430
5 865
25 320
14 940
Employee benefit obligations
11 336
6 074
10 131
8 831
Holiday pay
5 734
4 845
28 548
22 363
Ship and debit
—
—
5 581
3 679
End-customer rebate
—
—
7 693
5 514
Accrued expenses
5 176
3 271
4 333
4 947
Other current liabilities
900
2 743
145 420
103 087
Total current liabilities
102 983
79 240
Note 27: Financial instruments
All figures in USD 1 000.
27.1 Accounting policies
All financial assets and liabilities are classified at amortized cost, except money market
fund at fair value through profit or loss.
Financial assets are initially measured at fair value plus or minus transaction costs that are
directly attributable to the acquisition of the asset. Financial assets classified at amortized
cost is subsequently measured using the effective interest rate (EIR) method and are subject
to impairment. Gains and losses are recognized in profit or loss when the asset is
derecognized, modified or impaired.
Financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and accounts payables, net of directly attributable transaction costs. After
initial recognition, borrowings are subsequently measured at amortized cost using the EIR
method. Gains and losses are recognized in profit or loss when the liabilities are
derecognized as well as through the EIR amortization process.
27.2 Financial instruments
Capital structure
Nordic's strategy relating to its capital structure is to maintain sufficient cash and cash
equivalents to meet the Group’s requirements for ongoing operations and for new
investments. Management believes that it is especially important to retain a strong credit
rating and significant liquidity as the Group competes in a global market against larger
companies.
Nordic manages its capital structure and makes revisions in light of changes in the overall
economy and its operating assumptions. In order to maintain or amend the capital
structure, Nordic may purchase its own shares on the market, pay dividends to
shareholders, pay back capital to shareholders or issue new shares.
Nordic aims for an equity ratio above 50% at all times, measured as total equity divided by
total assets.
GROUP
PARENT
2025
2024
2025
2024
679 587
569 766
Total equity
621 879
515 052
983 361
806 706
Total assets
867 473
721 162
69%
71%
Equity share
72%
71%
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Financial assets
The Group holds the following financial assets at amortized cost.
GROUP
PARENT
2025
2024
Amortized cost
2025
2024
6 436
2 699
Net investment in finance leases
6 436
2 699
93 488
66 412
Accounts receivable
714
1 037
3 707
3 179
Other current receivables
218 484
103 281
197 114
194 701
Cash at bank
94 893
92 420
300 745
266 992
Total financial assets at amortized
cost
320 527
199 437
GROUP
PARENT
2025
2024
Fair value through profit or loss
2025
2024
805
—
Other long-term investments in
shares
805
—
110 288
93 213
Money market fund
110 288
93 213
111 093
93 213
Total financial assets at fair value
through profit or loss
111 093
93 213
Changes in financial assets at fair value through profit or loss.
GROUP
PARENT
2025
2024
2025
2024
93 213
98 731
As at 1 January
93 213
98 731
—
—
Disposal of financial instruments
—
—
—
—
Acquisition of financial instruments
—
—
5 953
5 008
Changes in fair value
5 953
5 008
11 927
-10 526
Currency translation differences
11 927
-10 526
111 093
93 213
As at 31 December
111 093
93 213
Financial liabilities
The Group holds the following financial liabilities.
GROUP
PARENT
2025
2024
Amortized cost
2025
2024
98 377
87 336
Bond
98 377
87 336
41 253
23 918
Accounts payable
36 613
22 902
663
626
Current financial liabilities
663
626
88 530
66 383
Other current liabilities
58 278
48 414
50 813
45 752
Non-current lease liabilities
44 063
5 865
12 408
10 360
Current lease liabilities
7 430
38 957
292 044
234 375
Total financial liabilities at amortized cost
245 424
204 100
Interest-bearing loans and borrowings:
The Group has long-term revolving credit facility (RCF), which enable it to borrow up to
USD 200m at any time with an interest rate equal to SOFR + margin. The line of credit
expires in January 2029. The Group needs a banker's acceptance to exercise the option to
extend for 1 + 1 year. As of December 31, 2025, Nordic has not drawn on any of the credit
lines. The security is provided by inventory, receivables, and operating equipment with book
values as follows: inventories USD 155m, accounts receivable USD 93m, and operating
equipment USD 29m.
The following financial covenants are included for the revolving credit facilities:
■Equity ratio shall not be lower than 40 %.
In Q4 2023, the Parent issued a 5-year senior unsecured bond issue with initial issue
amount of NOK 1,000m (ISIN: NO0013072462). The interest rate is 3 months Nibor + 3 %
with quarterly interest payments. In the event that Nordic loses its Investment Grade Rating,
the margin will rise by one percent and the Group will need to maintain an equity ratio of
40% until the Group regains the Investment Grade Rating.
The remainder of the Group’s financing is made through short-term, non-interest bearing
debt. This financing typically consists of debt to suppliers, the public sector, employees and
others. Nordic has entered into a Tenancy Guarantee with Danske Bank as unconditional
guarantor for NOK 54.1m for the offices in Trondheim and SEK 0.4m for the office in
Stockholm. The first warranty is given to secure payments of up to 24 months of rent for
the office in Trondheim.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Fair value measurement
The financial instruments that are carried at fair value are revalued on a recurring basis.
The financial instruments are not designated at fair value through profit or loss on initial
recognition.
The Group holds an investment into a market money fund at fair value of USD 110m, using
the following method and assumptions:
■Money market fund is classified as cash equivalent due to its high liquidity and
insignificant risk of change in value. The cash equivalents is available to meet short-
term commitments. The asset is measured at quoted market price in an active market
at the balance sheet date. See Note 21: Cash and cash equivalents for further
information.
Note 28: Financial risk management
All figures in USD 1 000.
The Group's Finance department is responsible for carrying out the policies and guidelines
for financial risk management approved by the Board.
The Group is mainly exposed to counterparty credit risk, liquidity risk, market risk and
geopolitical risk.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The Group is exposed to credit
risk from its operating activities (primarily accounts receivables) and from its financing
activities, including foreign exchange transactions, cash and cash equivalents with banks
and other financial institutions and other financial instruments.
The Group’s sale of components takes place through its distribution partners within defined
geographic regions, where Asia is the dominant region. The Group depends on a relatively
small number of customers. Customer credit risk is managed by each region subject to the
Group’s established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on an extensive credit
evaluation and individual credit limits are defined in accordance with this assessment.
Outstanding accounts receivables are regularly monitored and assurance from distributors
that end customer sales is secured through letter of credits is obtained.
Age distribution of customer receivables was:
GROUP
PARENT
2025
2024
Gross total
2025
2024
69 473
56 604
Not due
433
782
18 691
8 151
Past due 0-30 days
44
161
5 222
1 607
Past due 31-120 days
134
44
102
50
Over 120 days
103
50
93 488
66 412
Total
714
1 037
The Group makes an allowance for expected credit losses on customer receivables based
on internal, historical credit loss data and past due receivables, adjusted for forward-
looking factors specific to the debtors and the economic environment.
The Group has a limited number of customers, regular contact and long-term relationships
with most of its customer base. Some of the customers are dependent on Nordic
Semiconductor to stay in business. Historically, there have not been any significant credit
losses. 74% of trade receivables were within terms at the balance sheet date. On that
basis, expected credit loss for trade receivables are limited and allowances for doubtful
accounts at December 31, 2025 was 0m.
The maximum exposure to credit risk on the balance sheet date was:
GROUP
PARENT
2025
2024
2025
2024
93 488
66 412
Accounts receivable
714
1 037
26 957
27 029
Other current receivables
237 430
123 914
307 402
287 914
Cash and cash equivalents
205 181
185 633
427 846
381 355
Total
443 325
310 583
The credit risk in table above is diversified over a range of distributors, vendors, and banks.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations when due and to close out market positions.
Overall, cash flows are being monitored at both Group and entity level. The Group seeks
to minimize risk when investing its cash balances. Investments can only be made in
securities that have been approved by the Board.
As of December 31, 2025, cash and cash equivalents amounted to USD 307.4m (USD
287.9m), see Note 21: Cash and cash equivalents for details. The total balance includes
money market fund at fair value USD 110.3m.
The Group has no externally imposed capital requirements or agreements, and has no
contracts or legal requirements which are not being upheld. The Group has the following
due dates with regard to contracts for financial liabilities as of December 31, 2025.
GROUP
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Bond - payment of
principal*
98 377
99 215
—
99 215
—
Bond - payment of
interest**
663
20 674
7 015
13 659
—
Accounts payable
41 253
41 253
41 253
—
—
Other current liabilities
81 793
81 793
81 793
—
—
Lease liabilities***
63 221
75 174
12 028
34 434
28 712
Total
285 307
318 109
142 089
147 308
28 712
PARENT
Carrying
amount
Contractual
cash flow
Less than
one year
One to five
years
More than
five years
Bond - payment of
principal*
98 377
99 215
—
99 215
—
Bond - payment of
interest**
663
20 674
7 015
13 659
—
Accounts payable
36 613
36 613
36 613
—
—
Accounts payable
subsidiaries
29 949
29 949
29 949
—
—
Other current liabilities
23 290
23 290
23 290
—
—
Lease liabilities***
51 493
62 428
6 896
26 990
28 542
Total
240 385
272 169
103 763
139 864
28 542
* The bond matures in 2028
** The contractual cash flow is calculated using forward yield curve. Estimated interest payments are
based on the contractual cash flow of the bond on December 31, 2023.
*** Lease liabilities are mainly office facility rent in Trondheim, lease ending December 31, 2033 and
December 31, 2037 and in Oslo, leasing ending December 31, 2032
Market risk
Market risk covers interest rate risk and foreign currency risk
Interest rate risk
The Group’s liquidity requirements and risk assessment determine its investment strategy
and interest rate exposure.
The Group’s policy is to maintain a short-term investment horizon for its surplus cash. The
investment portfolio should not have an average duration of longer than six (6) months.
The Group has a sustainability linked revolving credit facility, which enables it to borrow up
to USD 200 million with an interest rate equal to SOFR + margin. The line of credit expires
in January 2029, with option to extend. The security for the credit line is provided by
inventory, receivables, and operating equipment.
The Group has issued a 5-year senior unsecured bond with initial issue amount of NOK
1,000m. The interest rate is 3 months Nibor + 3 %.
Interest rate sensitivity analysis
The interest rate sensitivity analysis shows the effects of changes in market interest rate on
borrowing interest costs. The analysis is based on the following assumptions:
■Revolving credit facility - The profit before tax is not impacted by changes in market
interest rate as the credit facility as of December 31, 2025 is not utilized.
■Bond - The profit before tax is impacted by changes in market interest rate. The table
below demonstrates the sensitivity to a possible change in interest rates. With all other
variables held constant, the Group’s profit before tax is affected through the impact on
floating rate borrowings, as follows.
2025
2024
Interest rate (3 months NIBOR)
Effect on profit before tax
Effect on profit before tax
+50 basis points
-496
-440
-50 basis points
496
440
Foreign currency risk
The Group is subject to foreign currency risk, as it operates internationally with
development and commercial activities.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
Foreign exchange risk arises from future commercial transactions and recognized assets
and liabilities denominated in a currency that is not the functional currency of the relevant
group entity.
The primary functional currency for the Group is USD. The vast majority of the Group's
revenues and cost of goods sold are denominated in USD. However, approximately 40% of
the Group’s operating expenses (excluding depreciation and amortization) are
denominated in NOK and 20% are denominated in EUR. The Group does not use hedging
instruments to minimize its exposure to foreign currency risk from operating activities
affecting profit and loss.
Below is a sensitivity analysis of changes in the NOK exchange rate on monetary Group
balance sheet items, and their impact on profit and loss:
Profit before tax
NOK exchange rate +/- 10%
+/- 4 680
The sensitivity analysis is based on the Group’s monetary assets and liabilities denominated in
currencies other than the Company's functional currencies at the reporting date. The analysis assumes
a 10% change in the NOK exchange rate, with all other variables held constant.
Issued bond and money market fund is nominated in NOK. The impact on profit and loss due to
changes in the NOK exchange rate on these financial instruments offset each other.
The tables below show the exposure in sales to foreign currency risk in the most significant currencies:
GROUP
2025
2024
Local currency
(1,000)
USD
(1,000)
Share of total revenue in %
Local currency
(1,000)
USD
(1,000)
Share of total revenue in %
USD
667 693
667 693
100.0%
511 189
511 189
100.0%
EUR
-150
-175
—%
162
169
—%
Other
1 033
101
—%
549
57
—%
Total
667 619
100.0%
511 415
100.0%
PARENT
2025
2024
Local currency
(1,000)
USD
(1,000)
Share of total revenue in %
Local currency
(1,000)
USD
(1,000)
Share of total revenue in %
USD
620 965
620 965
100.0%
477 374
477 374
100.0%
EUR
-150
-175
—%
162
169
—%
Other
1 033
101
—%
547
51
—%
Total
620 891
100.0%
477 595
100.0%
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | FINANCIAL STATEMENTS
The tables below show the exposure at the end of reporting period in the most
significant currencies:
All amounts stated in USD 1000.
GROUP
2025
2024
Accounts
receivable
Accounts
payables
Accounts
receivable
Accounts
payables
USD
93 476
37 432
66 250
20 606
EUR
—
1 576
156
1 523
NOK
12
1 497
6
1 620
Other
—
748
—
169
Total
93 488
41 253
66 412
23 918
PARENT
2025
2024
Accounts
receivable
Accounts
payables
Accounts
receivable
Accounts
payables
USD
702
34 510
981
20 606
EUR
—
453
156
590
NOK
12
1 497
6
1 620
Other
—
153
—
87
Total
714
36 613
1 037
22 903
Geopolitical risk
The Group operates in a global semiconductor supply chain and may be affected by
geopolitical developments, including trade policies, export controls and sanctions regimes.
Such developments may impact supply chains, customer demand and foreign exchange
markets.
Management monitors these risks and implements mitigating measures on an ongoing
basis. No material adverse financial impact has been identified as of the reporting date.
See page 33 for further information.
Determination of fair value
As of December 31, 2025, the Group had no other financial assets or financial liabilities
than the bond where there is considered to be a difference between book value and fair
due to bond discounts/premiums. The bond is classified as Level 1 in the fair value
hierarchy, as it is a listed financial liability with observable prices.
Below is an overview of Nordic’s financial instruments with difference between book
value and fair value:
GROUP
2025
2024
Book value
Fair market
value
Book value
Fair market
value
Financial liabilities
Bond
98 377
102 617
87 336
90 900
PARENT
2025
2024
Book value
Fair market
value
Book value
Fair market
value
Financial liabilities
Bond
98 377
102 617
87 336
90 900
Book value is a reasonable estimate of fair value in cases where these numbers
are identical.
Note 29: Events after the balance sheet date
No events have occurred since December 31, 2025 with any significant effect that will
impact the evaluation of the submitted accounts.
Note 30: Related party transactions
Nordic Semiconductor ASA, the ultimate parent company of the Group, is listed on Oslo
Stock Exchange. The Group has no material transactions with related parties.
The ultimate parent company has transactions with its wholly-owned subsidiaries. See Note
20: Intercompany for further information.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | RESPONSIBILITY STATEMENT
Responsibility Statement
The Chief Executive Officer and the Board of Directors confirm, to the best of our knowledge, that the financial statements including the Board of Directors report for 2025 have been
prepared in accordance with International Financial Reporting Standards (IFRS®) as adopted by the EU, and additional Norwegian disclosure requirements pursuant to the Norwegian
Accounting Act. The sustainability statements for 2025 have been prepared in accordance with the Norwegian Accounting Act, the European Sustainability Reporting Standards (ESRS), and
Article 8 of the EU Taxonomy Regulation (EU 2020/852). Together, these statements give a true and fair view of the parent company and the Group’s tangible and intangible assets,
liabilities, financial position, results of operations, as well as the principal risks and uncertainties faced by the Group.
Oslo, March 23, 2026
Anita Huun
Dieter May
Inger Berg Ørstavik
Board member, Audit Com. Chair
Chair
Board member
Dr. Helmut Gassel
Vegard Wollan
Annastiina Hintsa
Board member
Chief Executive Officer
Board member, People and
Compensation Com. Chair
Jon Helge Nistad
Anja Dekens
Monika Lie Larsen
Board member, employee
Board member, employee
Board member, employee
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | AUDIT OPINION LETTER
Auditor Opinion Letter
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | AUDIT OPINION LETTER
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | AUDIT OPINION LETTER
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NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | ALTERNATIVE PERFORMANCE MEASURES
Alternative Performance Measures
The financial information is prepared in accordance with International Financial Reporting Standards (IFRS) as adopted
by EU. Additionally, it is management’s intent to provide alternative performance measures (APMs) that are regularly
reviewed by management to enhance the understanding of the Group’s performance. An APM is a measure of historical
or future financial performance, financial position, or cash flows other than those defined or specified in the applicable
financial reporting framework. The Group has identified the following APMs used in reporting (amounts in USD million).
Gross margin is presented, as it is the main financial KPI to measure the Group’s
operations performance.
■Gross margin. Gross profit divided by total revenue.
GROUP
2025
2024
Gross profit
346.0
242.0
Total revenue
667.6
511.4
Gross margin
51.8%
47.3%
EBITDA terms are presented as they are commonly used by investors and
financial analysts.
■EBITDA is earnings before interest, taxes, depreciation
and amortization.
GROUP
2025
2024
Operating profit
23.2
-45.8
Depreciation, amortization and impairments
43.1
40.6
EBITDA
66.3
-5.2
■EBITDA margin. EBITDA divided by total revenue.
GROUP
2025
2024
EBITDA
66.3
-5.2
Total revenue
667.6
511.4
EBITDA margin
9.9%
(1.0%)
Total operating expenses and cash operating expenses. Nordic's management believes
that this measurement best captures the difference in expenses impacting the cost
compared to cash flow of the Group.
■Total operating expenses. Sum of payroll expenses, other operating expenses,
depreciation, and amortization.
■Cash operating expenses. Total payroll and other operating expenses adjusted for non-
cash related items, including depreciation and amortization, option expenses and
capitalization of development expenses.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | ALTERNATIVE PERFORMANCE MEASURES
GROUP
2025
2024
Payroll expenses
194.0
170.3
Other operating expenses
85.8
76.9
Depreciation, amortization and impairments
43.1
40.6
Total operating expenses
322.8
287.8
Depreciation, amortization and impairments
-43.1
-40.6
Option expense
-16.6
-11.7
Capitalized expenses
15.6
19.3
Cash operating expenses
278.8
254.9
LTM opex to LTM revenue. Nordic’s business is seasonal and by dividing last 12 months'
operating expenses excluding depreciation by last 12 months' revenue, management is able
to track cost level trends in relation to revenue. As a growth business, it is key to keep cost
level under control while still growing the business, and this ratio keeps track on that.
■Last 12 months' operating expenses excluding depreciation divided by last twelve
months revenue.
GROUP
2025
2024
Total operating expenses
322.8
287.8
Depreciation, amortization and impairments
-43.1
-40.6
Operating expenses excluding depreciation and amortization
279.8
247.2
Total revenue
667.6
511.4
LTM opex / LTM revenue
41.9%
48.3%
Net working capital is a measure of both a company's efficiency and its short-term
financial health, and by dividing the measure by last 12 months, seasonal effects are
excluded. Nordic management uses this ratio to report on liquidity management to the
financial market and internally to track performance.
■Net working capital divided by last 12 months' revenue.
GROUP
2025
2024
Current assets
582.8
553.3
Cash and cash equivalents
-307.4
-287.9
Current financial assets
0.0
-0.8
Current liabilities
-145.4
-103.1
Current financial liabilities
0.7
0.6
Current lease liabilities
12.4
10.4
Income taxes payable
2.6
1.8
Net working capital
145.7
174.2
Total revenue
667.6
511.4
NWC / LTM revenue
21.8%
34.1%
■Adjusted Gross profit and Adjusted Gross margin. This APM excludes the impact of
inventory write-downs and other non-recurring items. Management believes that this
measure provides a more representative view of the Group’s underlying gross
profitability by eliminating items that are not reflective of normal operations.
GROUP
2025
2024
Gross profit
346.0
242.0
Inventory write-down (reversal)
-5.0
10.0
Adjusted gross profit
341.1
252.0
Total revenue
667.6
511.4
Adjusted gross margin
51.1%
49.3%
■Adjusted EBITDA and Adjusted EBITDA margin. This APM excludes exceptional items
such as acquisition-related share-based compensation, restructuring costs, and other
non-recurring items. Nordic management believes that this measure better reflects the
Group’s underlying profitability.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | ALTERNATIVE PERFORMANCE MEASURES
2025
2024
EBITDA
66.3
-5.2
Inventory write-down (reversal)
-5.0
10.0
Share-based compensation related to acquisitions
5.2
0.0
Restructuring costs
0.0
3.2
Adjusted EBITDA
66.5
8.0
Total revenue
667.6
511.4
Adjusted EBITDA margin
10.0%
1.6%
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
Appendices
Board of Directors' report in relation to the Norwegian Code of Practice for Corporate governance
The Board of Directors ("Board") and Management of Nordic Semiconductor ASA ("the Company") aim to execute their respective tasks in accordance with the highest standards for
corporate governance to drive long-term value creation and promote sustainable business conduct.
Nordic is subject to corporate governance requirements
according to the Norwegian Public Limited Companies Act,
the Norwegian Accounting Act, section 2-9, the Oslo Stock
Exchange's Oslo Rulebook II - Issuers Rules, Chapter 4.5,
section 5-8a of the Norwegian Securities Act, and the
Norwegian Code of Practice for Corporate Governance
("the Code of Practice") as adopted by the Norwegian
Corporate Governance Board (NUES).
This chapter provides a detailed overview of how Nordic
follows the Code of Practice. The information requirements
that follows from the Norwegian Public Limited Companies
Act and Norwegian Accounting Act are integrated into the
statement below where appropriate.
Implementation of and reporting on
corporate governance
Nordic’s standards for corporate governance provide a
critical foundation for the company’s management. These
standards must be viewed in conjunction with the
company’s efforts to constantly promote a sound
corporate culture throughout the organization. The
company’s core values of engagement, contribution,
knowledge, respect and responsibility are central to the
Board’s and management’s efforts to build confidence in
the company, both internally and externally.
Nordic follows the most recent edition of the Code of
Practice from 2025. The Board monitors the subject of
corporate governance actively and continuously. The
Board approved this statement on the meeting of March
23, 2026 through the signing of the annual report.
Business
The scope of Nordic's business is defined in section 2 of its
Articles of Association:
The object of the company is to develop
and sell electronic equipment, integrated
circuits, developing tools and
related solutions."
The Articles of Association are published in full on the
Group website.
The Board sets clear objectives for the business with a view
to create long-term value for shareholders. The Board has
an annual plan for its work, leads the company’s strategic
planning, and makes decisions that form a basis for the
company’s executive management. These decisions allow
the company to prepare and carry out investments to drive
future growth in a sustainable manner. The objectives
include matters related to environmental impact, human
and labor rights, equal treatment, the prevention of
discrimination, and the prevention of corruption. Strategic
plans are evaluated on an ongoing basis, with a Board
strategy review conducted annually at a multi-day
meeting. New and updated long-term objectives,
strategies, and risk profiles are revised and agreed on
toward the end of the year or in connection with major
events.
Nordic has purchased and maintains Directors and
Officers Liability Insurance on behalf of the members of
the Board and the CEO. The insurance policy is issued by
a reputable insurer with an appropriate rating.
More details on Nordic's objectives, strategies, and risk
profiles, including Environmental, Social and Governance
matters, are presented in the respective chapters of the
Report of the Board of Directors. More information about
Nordic's objectives and efforts related to Environmental,
Social and Governance matters is also available on the
Group website.
Equity and dividends
The Board of Directors ensures that the company has a
capital structure that is appropriate to the company’s
objectives, strategy, and risk profile. The company’s growth
philosophy and the cyclical nature of its business mean
that the company aims to maintain a high equity ratio and
considerable liquidity. The company aims primarily to
provide shareholders with returns in the form of
appreciation of shares. The company has a long-term goal
to pay dividends based on surplus cash generated by the
company, while taking longer-term growth targets into
consideration. Nordic assesses its cash position to be
adequate given the expected level of R&D and capex
investments. The company believes a strong balance sheet
is required to ensure flexibility and resilience. Cash
generation is, however, expected to increase over the
coming years. This will allow for the evaluation of cash
return to shareholders when available and expected cash
exceed our liquidity risk policy. The company’s dividend
policy is reviewed each year by the Board of Directors. The
Annual General Meeting can mandate the Board the
authorization to pay dividends based on the latest
approved Annual Report. The justification for this
authorization needs to be explained and should reflect the
Company’s dividend policy.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
The Board of Directors, in accordance with the resolution
of the Annual General Meeting held May 5, 2025, has
been authorized to buy back own shares for a total par
value not to exceed NOK 192,000.00 in one or more
transactions. The authorization is limited to approximately
9.96 percent of the company’s share capital. The price per
share, which in this case the company may pay for, shall
not be less than the par value nor greater than NOK 350.
This power of attorney will remain in effect until the
company’s ordinary Annual General Meeting in 2026. The
Board believes that it is expedient for the Board to be
authorized to purchase its own shares, partly to fulfil the
remuneration schemes for employees, and partly so that
shares can be used as a consideration in connection with
the acquisition of businesses or for subsequent sale or
cancellation. Such authorization must be decided by the
General Meeting and will apply until 30th June the
following year.
In accordance with the decision passed at the general
meeting held May 5, 2025, the Board of Directors has the
authority to increase the company’s share capital by
issuing up to 19,200,000 shares with a total par value of
NOK 192,000. The authority is to be used for purposes
defined in the Notice of the Annual General Meeting,
including strengthening the Company’s shareholder’s
equity, executing share capital increases with one or more
strategic partners, or completing a merger or acquisition
using shares or cash. This power of attorney will remain in
effect until the Company’s Annual General Meeting in
2026, and can be implemented through a private
placement, rights issue, or public offering.
If the Board wishes to quickly raise capital, the Board has
been authorized to direct a share capital increase to
selected investors chosen by the Board, up to the limits
quantified above. In this event, the company will notify the
stock exchange of its reasons for implementing a directed
share placement. Existing shareholders’ preemptive
subscription rights under §10-4 in the Norwegian
Companies Act can be waived under these circumstances.
Such capital increases shall be executed at or near the
current stock price listed on the Oslo Stock Exchange. This
authorization remains valid until the company’s ordinary
Annual General Meeting in 2026.
Equal treatment of shareholders and
transactions with close associates
Nordic Semiconductor ASA has one class of shares, where
each share has one vote at the company’s shareholders’
meeting. Nordic Semiconductor ASA strictly adheres to the
principle of equal treatment of all shareholders. The
company’s transactions in its own shares are conducted in
accordance with good stock exchange practice in Norway.
The company is generally cautious in regard to
transactions with shareholders, members of the Board of
Directors, senior employees or related parties to the above.
To ensure that the best code of conduct applies, the Board
requires notification and review of any process or
transaction in which both the company and a senior
employee or member of the Board of Directors may have
interests. The Group will seek to comply with the principles
of equal treatment of related parties and possible
transactions with related parties that are laid down in the
Code of Practice.
The company considers shareholders’ preemption rights in
connection with an increase in share capital to be an
important and fundamental right in a healthy shareholder
community. The preemption rights can only be waived in
exceptional circumstances. Waiving of this right will be
based on the Company’s and shareholders’ mutual
interests. In such a case, there will be full transparency
about the matter. Shareholders will receive identical
information simultaneously through a stock exchange
announcement and the company's website.
This also applies if the Board uses the authorizations it has
been granted.
The company’s transactions in own shares must always
comply with the arm’s length principle and be on ordinary
market terms.
Contact between the Board of Directors and investors is
normally conducted through company management.
Under special circumstances, the Board, represented by
the chairperson, may conduct dialogue directly
with investors.
Freely negotiable shares
Nordic Semiconductor ASA shares are freely tradable.
There are no restrictions on the sale and purchase of the
company’s shares beyond those pursuant to
Norwegian law.
Each share carries one vote.
General Meeting
The Annual General Meeting is the company’s highest
body and the shareholders exert their authority in the
company through the Annual General Meeting. Nordic
Semiconductor ASA and the Board encourage all
shareholders to participate and exercise their rights at the
Annual General Meeting.
The Board of Directors should ensure that the Annual
General Meeting is held in accordance with the Code of
Practice, ensuring all shareholders the ability to participate.
The notice of the Annual General Meeting, including
relevant information, will be announced and distributed at
least 21 days in advance of the Annual General Meeting.
The final date for notification of attendance is one working
day prior to the Annual General Meeting. The Board of
Directors should further ensure that:
■The resolutions and supporting information distributed
are sufficiently detailed, comprehensive and specific to
allow shareholders to form a view on all matters to be
considered at the meeting.
■Any deadline for shareholders to give notice of their
intention to attend the meeting is set as close to the
date of the meeting as possible.
■The Chair of the Board of Directors and the Chair of
the Nomination Committee are present at the general
meeting. In addition, the Chair of the Audit Committee
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
and Chair of the People & Compensation Committee
should attend the meeting.
Shareholders should be able to vote on each individual
matter, including on each individual candidate nominated
for election. Shareholders who cannot attend the meeting
in person should be given the opportunity to vote. The
company should design the form for the appointment of a
proxy to make voting on each individual matter possible
and should nominate a person who can act as a proxy
for shareholders.
Deviations from the Code of Practice: Nordic has one
deviation related to participation in the General Meeting.
The entire Board of Directors has normally not
participated in the General Meeting. Matters under
consideration at the General Meeting of shareholders
have not previously required this. The Chair of the Board
of Directors is always at hand to present the report and
answer any questions. Other board members participate
as needed. The Board of Directors considers this to be
adequate.
Nomination Committee
Nordic Semiconductor has a Nomination Committee, as
provided for in its Articles of Association. The Annual
General Meeting stipulates guidelines for the duties of the
Nomination Committee, elects the chair and members, and
stipulates the committee's remuneration.
The Nomination Committee’s duties are to represent the
interests of the shareholders in general, propose qualified
candidates for the Annual General Meeting’s election of
the Board of Directors, and propose the remuneration to
the Board of Directors.
The Nomination Committee should justify why it is
proposing each candidate in the notice for the AGM
separately, including information on the candidates’
competence, capacity and independence.
The Nomination Committee holds regular meetings with
major shareholders, as well as management- and
individual shareholder-elected Board members. In addition,
all shareholders can submit suggestions to the nomination
committee through a link on Nordic’s webpage.
The Nomination Committee consists of three members
selected to take into account the interests of shareholders
in general. The members were nominated following
contact with major shareholders. All members are
independent of the Board of Directors and executive
personnel. No executive personnel or Board members
serve on the committee. The deadline for submitting
proposals to the Nomination Committee is two months
before the Annual General Meeting.
The Nomination Committee held 50 meetings in 2025.
The members of the Nomination Committee are:
■Fredrik Thoresen (Chair)
■Arne Græe
■Eivind Lotsberg Government Pension Fund
The Board of Directors: composition
and independence
In accordance with the Norwegian Public Companies Act,
the Board of Directors has the overriding responsibility for
the management of the company. The Board's role and
responsibility are also to supervise the company's day-to-
day management and the company's general activities.
The responsibility for day-to-day management has been
delegated to the CEO, as set out in the Rules of Procedure
for the Board of Directors of Nordic Semiconductor ASA.
Norwegian companies can be governed by either a one-
tier or a two-tier board structure, consisting of a board of
directors and, in a two-tier structure, a corporate assembly.
Any company with more than 200 employees is generally
required to have a corporate assembly, with two-thirds of
the members elected by shareholders and one-third
elected by the company's employees. If a company agrees
with its employees not to have a corporate assembly,
employees have the right to appoint additional
representatives to the board of directors. Nordic has
agreed with its employees not to have a corporate
assembly and thereby increased the numbers of
employee-elected Board members.
The Board of Directors and the Chair of the Board of
Directors are elected by the shareholders at the Annual
General Meeting on the basis of proposals from the
Nomination Committee.
The shareholder-elected Board members are elected, in
accordance with the Articles of Association, for one year at
a time. Employee representatives serve for two years
at a time.
The composition of the Board of Directors should ensure
that the Board can attend to the common interests of all
shareholders and meets the company’s need for expertise,
capacity and diversity. Attention should be paid to
ensuring that the Board can function effectively as a
collegiate body.
The composition of the Board of Directors should ensure
that it can operate independently of any special interests.
The majority of the shareholder-elected members of the
Board should be independent of the company’s executive
personnel and material business contacts.
The Code of Practice recommends that a majority of
shareholder-elected directors are independent of the
company and its executive management, and that no
members of executive management serve as directors.
The Norwegian Public Companies Act prohibits the CEO
from serving as chair. Furthermore, the Act requires public
companies with 5 shareholder-elected board members to
ensure that the Board consists of no more than three
persons of the same gender. Similar requirements apply for
employee-elected board members.
At the end of 2025, the Board of Directors consisted of five
women (62,5%) and three men (37,5%). The ratio of
shareholder-elected members is three women (60%) and
two men (40%) The ratio of employee-elected members is
two women (66,7%) and one man (33,3%).
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
No executive personnel or representatives of business
associates are members of the Board. Members of the
Board are encouraged to hold shares in the company.
A more detailed description of the background,
qualifications, and term of service for each member of the
Board of Directors and the number of Nordic
Semiconductor shares they own is provided in the Board of
Directors section in this annual report and on the
company’s webpage.
The work of the Board of Directors
The Board has established Rules of Procedures to govern
its work in relation to Nordic Semiconductor ASA. In
accordance with said procedures, the Board shall ensure
that the company's activities are soundly organized, and
shall adopt sufficient plans and budgets of the company.
The Board shall be kept informed of all circumstances
necessary for the Board to perform its duties. The Board
shall keep itself informed of the company's financial
position and has a duty to ensure that its activities,
accounts, and asset management are subject to
adequate control.
In accordance with its Rules of Procedure, neither a Board
member nor the company CEO may participate in Board
discussions or decisions of matters that are of such special
importance to him or her, or to any connected person of
said board member or CEO, that the member must be
deemed to have a special or prominent personal or
financial interest in the matter.
The Board of Directors has an annual plan for its work. It
includes recurring topics such as strategy, sustainability
and business review, risk and compliance oversight,
financial reporting, people agenda and succession
planning.
High on the Board of Directors' agenda in 2025 was
strategic realignment and cost containment measures, as
well as risk management and organizational resilience,
customer and market focus, sustainability strategy, and
strategic acquisitions. During 2025, the Board held 17
meetings. The meetings were held as a mix of virtual and
physical meetings. One item was resolved in writing
without meeting.
The Board of Directors carries out an evaluation of its
activities each year, and on this basis discusses
improvements to the organization and implementation of
its work.
The Board has established two board committees
comprised of Board members: the People and
Compensation Committee and the Audit Committee. The
former Sustainability Committee has been subsumed into
the Audit Committee. Furthermore, ad hoc committees to
address particular time bound issues and questions may
be appointed. The committees’ mandates are based on a
group perspective. The board committees do not have
decision-making power but are charged with making
proper preparations for board meetings in the matters with
which they are concerned. In the Board's experience, the
work of board committees makes the overall Board more
effective and efficient, as well as allowing for deeper and
stronger involvement in the business’s challenges
and initiatives.
People and Compensation Committee
The Board's People and Compensation Committee
supports the Board and Executive Management in fulfilling
their responsibilities with respect to People Agenda,
Organizational Development, and Compensation
Approach. This includes ensuring coherent remuneration
policies and practices enabling the company to attract and
retain key talent, generating sustained business
performance, and supporting company objectives and
values. It also includes reviewing other relevant people and
business culture matters requested by the Board or the
management. The committee recommends and evaluates
remuneration principles and execution for the CEO, guides
and evaluates principles and strategy for the
compensation of executive management, and evaluates
and oversees the overall compensation strategy for the
Group. The committee held 4 meetings in 2025.
The People and Compensation committee consists of the
following Board Members:
■Annastiina Hintsa (Chair)
■Dieter May
■Anja Dekens
The members of the People and Compensation Committee
are selected to support continuous organizational
development that reflects the challenges related to
attraction and retention in a global technology market.
Therefore, the committee consists of two shareholder-
elected Board Members with global experience in the
technology space, and one employee-elected Board
Member with extensive company experience.
Annastiina Hintsa and Dieter May participated in all
possible meetings during 2025. Anja Dekens joined the
People and Compensation Committee from the second
meeting in 2025 and was absent from the fourth meeting.
Audit Committee
The Audit Committee consists of three members of the
Board. The Committee collectively has the competence
required in the Public Limited Liability Companies Act §
6-42. All members of the Audit Committee are
independent to the company according to § 6-42 Public
Limited Liability Companies Act. At least one member has
the required qualifications in accounting or auditing. The
Committee supports the Board with respect to the
assessment and control of financial risk, financial reporting,
and internal control, and prepares discussions and
resolutions for Board meetings. The committee also
supports the Board in evaluating IT and cyber security risk
to the company. Additionally, the committee oversees
qualifications, independence and performance of the
external auditor. The head of group compliance meets
regularly with the Audit Committee.
The Audit Committee held nine meetings in 2025 and has
been in regular contact with the Group’s auditor regarding
audits of the statutory accounts. It also assesses and
monitors the auditor’s independence, including non-audit
services provided by the auditor.
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
The Audit Committee consists of the following
Board Members:
■Anita Huun (Chair)
■Inger Berg Ørstavik
■Helmut Gassel
The members of the of the Audit Committee have the
extensive experience required to properly oversee the
Company's accounting, financial reporting, and internal
and external audits. They adhere to principles of good
corporate governance.
One member has extensive experience as a CFO in a
global technology company and investment banking, and
another member has experience as a professor in law.
According to the Norwegian Accounting Act, the Audit
Committee reviews and approves all non-audit fees paid
to the company's elected auditor.
The elected auditor's independence is evaluated annually.
Audit partner and company rotation is done when
considered appropriate. In 2019, a full tender for audit
services was conducted and the elected auditor EY was
replaced by PwC.
All members participated in all meetings.
Board members’ attendance
Board of
Directors
People &
Compensation
Committee
Audit
Committee
Number of meetings
17
4
9
Elected by shareholders at the Annual General Meeting
Dieter May (Chairman of the board as of May 2025)
17/17
4/4
-
Anita Huun (Audit Committee chair)
17/17
-
9/9
Annastiina Hintsa (People and Compensation Committee chair )
17/17
4/4
-
Helmut Gassel
15/17
-
6/6
Inger Berg Ørstavik
17/17
-
9/9
Employee Elected Board members
Anja Dekens
16/17
2/3
-
Monika Lie Larsen
16/17
-
-
Jon Helge Nistad
17/17
-
-
Risk management and internal control
The Board and Management are committed to ensuring
long-term value for its shareholders by maintaining sound
and effective internal controls and frameworks for risk
management that are appropriate in relation to the extent
and nature of the company's activities.
The Board of Directors oversees the risk management
process and carries out biannual reviews of the most
important areas of exposure and internal controls. Risks
are also considered by the Board in relation to the
assessment of specific projects and ongoing business. For
more information with regard to the development of
specific risks and how Nordic Semiconductor ASA responds
to them, see the Risk Management section under Report
from the Board of Directors.
The company’s primary internal control routines related to
financial reporting are as follows: The finance team
prepares a monthly financial report which is distributed to
and reviewed by CEO and the Board of Directors. In
preparing the monthly financial report, the accounting
team conducts reconciliations of all major balance sheet
items, which are independently reviewed by a second
member of the team. Balance sheet items subject to
accounting estimates are regularly analyzed to ensure that
all assumptions relating to the accounting estimate remain
valid. As part of the monthly financial report, the financial
results are compared with the company’s budget and prior
forecast to analyze variances and ensure that they are not
the result of incorrect reporting.
The quarterly and annual financial reports are subject to
review and approval by the Board. The Board of Directors
also performs an annual review of the company’s business
strategy, focusing on market development, technology
updates, competitive positioning and risk factors. The
Board reviews various aspects of the company’s business
throughout the year, including a detailed risk review twice
a year.
The Board presents an in-depth description and analysis of
the company’s financial status in the report of the Board of
Directors in the company’s annual report. The report also
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
describes the main drivers and risks related to the
operation of the business.
Remuneration to the Board of Directors
Remuneration to the Board of Directors is decided by the
Annual General Meeting based on the Nomination
Committees recommendation. All remuneration to the
Board of Directors is disclosed in Note 9.2: Board
remuneration of the Nordic Semiconductor Group's annual
accounts. The remuneration to Board members is neither
performance based nor linked to the company’s
performance, and the company does not provide share
options to Board members. Members of the Board of
Directors receive remuneration for work related to
Board committees.
Remuneration to the Executive Management
The Board of Directors discusses and approves the terms
and conditions for the CEO’s remuneration annually,
following evaluation and recommendation from the
Board’s People and Compensation Committee (PCC). It
also reviews and monitors the general terms and
conditions for other senior executives of the Group.
The main principle in the Group’s policy for remuneration is
that the leading employees shall be offered competitive
terms to ensure the group continues to attract and retain
the desired and necessary talent. Remuneration for
executive management is established in accordance with
the above-mentioned main principle.
The Group has both a Short- and Long-Term Incentive
plan for the Executive Management Team (EMT), subject
to their continued employment at the payment or vesting
date. The Short-Term Incentive is an annual cash bonus
subject to relevant KPIs. The Long-Term Incentive is given
as both Restricted Share Units and Performance Share
Units, subject to absolute payout limits and fulfillment of
relevant KPIs. Both incentive programs are discretionary to
the Board of Directors subject to overall company
performance and earnings.
The remuneration policy includes a clawback agreement
for all members of the EMT, stating that any remuneration
paid or delivered under incentive schemes such as shares,
options or cash, and any vested right to such
remuneration, are subject to clawback by the company in
case of breach with the guidelines. The remuneration
guidelines and policy was approved by the shareholders at
the Annual General Meeting in 2025.
The approved guidelines and policy is available on
Nordic’s website. A new management remuneration report
for 2025 will be published on Nordic's website and
presented to the Annual General Meeting in 2026 for an
advisory vote.
Information and Communications
The Board of Directors has established a communications
strategy for the company’s reporting of financial and other
information based on transparency and taking into
account the requirement for equal treatment of all
participants in the securities market. The strategy is
available on the company’s investor relations web pages:
https://www.nordicsemi.com/Investor-Relations/Investor-
relations-policy
Nordic Semiconductor aims to communicate actively,
openly and in a timely fashion with the financial market.
The Group's accounting procedures are highly transparent
and its financial statements are prepared and presented in
accordance with the International Financial Reporting
Standards (IFRS). The Board of Directors monitors the
Group’s reporting.
Nordic Semiconductor’s financial reporting calendar for
2026 has been announced to the Oslo Stock Exchange
and can be found on the company’s website. The Group’s
annual and quarterly reports contain extensive information
about the various aspects of the Group’s activities. The
Group’s quarterly presentations can be found on Nordic
Semiconductor’s investor relations webpages along with
quarterly and annual reports, as well as a comprehensive
and detailed presentation of other information, reports
and documents.
Nordic Semiconductor’s Chief Financial Officer is
responsible for contact with shareholders outside of the
General Meeting. SVP Investor Relations has extensive
contact with shareholders. The Chief Financial Officer and
SVP Investor Relations report regularly to the Board about
the Group’s investor relations activities.
Take-overs
The Board of Directors has established guiding principles
for how it will act in the event of a takeover bid.
The Board of Directors will not seek to hinder or obstruct
any takeover bid for the company’s activities or shares. In
the event of a takeover bid, as discussed in item 14 of the
Norwegian Code of Practice for Corporate Governance,
the Board of Directors will seek to comply with the
recommendations therein, as well as complying with
relevant legislation and regulations.
If the company is acquired, the CEO’s resignation period
extends to 12 months. Any remaining retention bonus to
the CEO will be paid in its entirety following the closing of
the acquisition, as described in Note 9: Executive
compensation of the Group financial statements.
Severance pay equivalent to one year's base salary is
agreed to be paid to the CEO and executive management
team members in case of involuntary termination within 12
months after a potential merger or acquisition. There are
otherwise no material obligations expected by the
company as a result of an acquisition, aside from normal
legal and advisory fees.
Auditor
PWC was elected effective 2019 by the Annual General
Meeting to act as auditor to confirm to the Annual
General Meeting that Nordic Semiconductor’s annual
accounts have been prepared and presented in
accordance with current laws and regulations. Fees paid to
the auditor are approved at the Annual General Meeting.
In the fall, the external auditor presents to the Audit
Committee an evaluation of risk, internal control and the
quality of reporting at Nordic Semiconductor with the audit
plan for the current year. The auditor meets the Audit
Committee on a regular basis. The external auditor also
takes part in the Board’s discussions on annual financial
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
statements. In both cases, the Board of Directors ensures
that the Board and external auditor are able to discuss
relevant matters at a meeting where the executive
management is not present.
The auditor shall be independent of the company.
Therefore, Nordic Semiconductor does not engage the
elected auditor for tasks other than the financial audit
required by law. Nevertheless, the auditor is used for tasks
that are naturally related to the audit, such as technical
assistance with tax returns, annual accounts,
understanding accounting and tax rules, and confirmation
of financial information in various contexts. All other
services besides audit services performed by PwC are
approved by the Audit Committee.
Events and developments
Nordic Semiconductor ASA is a public limited company organized with a governance structure based on Norwegian corporate law. Our corporate governance provides a foundation for
value creation and good control mechanisms. A prerequisite for the implementation and execution of our strategic goals is a clear understanding of organization, responsibility, authority,
and roles. An overview of the status and development of Nordic's governance bodies is provided in the following overview.
Description
Developments and events during the reporting year
References
General Meeting
Company shareholders exercise ultimate authority through the Annual General Meeting.
The General Meeting shall:
1. Adopt the annual accounts and report, including the application of the annual surplus or
covering of loss pursuant to the adopted balance sheet, and the distribution of dividend.
2. Elect members of the Board of Directors and members of the Nomination Committee.
3. Adopt renumeration to the members of the Board of Directors and approve the
remuneration to the auditor.
4. Address and decide any other matters referred to in the notice of the General Meeting.
The General Meeting was held on May 5, 2025.
The protocols from the General
Meeting can be found on the
company's website: Corporate
Nomination Committee
The company has a Nomination Committee according to its Articles of Association.
The General Meeting stipulates instructions for the Nomination Committee, elects the chair
and members, and stipulates the committee’s renumeration.
The Nomination Committee shall make proposals to the General Meeting regarding
candidates to the Board of Directors and the remuneration to the Board of Directors.
The Nomination Committee has held 50 meetings during 2025.
Members:
a. Fredrik Thoresen
b. Arne Græe
c. Eivind Lotsberg
Articles of Association, §8 can be
found on the company’s website:
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
Board of Directors
The Board of Directors consists of eight members. Five are elected by the General Meeting
and three are employees elected by other employees for a term of up to two years.
In accordance with the Norwegian Public Companies Act, the Board of Directors assumes
the overall governance of the company, ensures that appropriate management and control
systems are in place, and supervises the day-to-day management as carried out by the
CEO.
All shareholder-elected members are external. No employee-elected members are part of
the company’s executive management. Employee-elected members have no other service
agreements with the company outside of their employment contracts, though they are
subject to their duties as board members.
The Board of Directors held 17 meetings in 2025.
The Board of Directors has an annual plan for its work that includes strategy,
sustainability and business review, risk and compliance oversight, financial
reporting, people agenda and succession planning.
The Board of Directors shall conduct an annual self-assessment of its work and
competence within a reasonable time prior to the Annual General Meeting in
2025.
High on the Board of Directors' agenda in 2025 was strategic alignment and
cost containment measures, as well as risk management and organizational
resilience, customer and market focus, sustainability strategy, and strategic
acquisitions.
Dieter May was elected Chair of the Board of Directors at the Annual General
Meeting in May 2025. The Annual General Meeting also voted to reduce the
number of shareholder-elected members from seven to five. The number of
employee-elected members was consequently reduced from four to three. 
All shareholder-elected members were deemed in 2025 to be independent,
according to the Norwegian Code of Practice. None of the company’s non-
employee board members had any other service contractual agreements with
the company.
The Rules of Procedure of the
Board of Directors can be found
on the company’s website:
Biographical information on the
board members can be found in
the Board of Directors section of
this report and on the company’s
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
Description
Developments and events during the reporting year
References
Audit Committee
The Audit Committee consists of three members from the Board of Directors.
The Audit Committee is a preparatory body that supports the Board of Directors in fulfilling its
responsibilities with respect to financial reporting, auditing, and control. Its supervisory area
includes adequate company policies, procedures, systems, and measures to prevent violations of
relevant rules and regulations, including anti-corruption, data privacy, and human rights. The
committee shall be informed and evaluate material risks and issues related to tax. The committee
also supports the Board in the evaluation of IT and cyber security risk in the company. The
committee supervises the company’s external reporting, including the integrated annual report
and its alignment with relevant regulations and international guidance to ensure transparent and
reliable data. The committee also supervises the integration of sustainability into Nordic strategy
and business activities, reflected in adequate follow-up of ESG metrics to measure and monitor its
sustainability performance.
The Audit Committee reviews and approves all non-audit fees paid to the companies
elected auditor.
The Nordic Group Compliance Officer has a dotted reporting line to, and meets regularly with,
the Audit Committee.
The Audit Committee has held 11 meetings during 2025.
In 2025, the Audit Committee concentrated on overseeing the continued
integration of CSRD requirements into the Group’s reporting processes, with
particular attention to aligning sustainability and financial disclosures. The
committee also prioritized strengthening internal controls to support
transparent and reliable data collection, and monitored the effectiveness of
risk management frameworks in response to evolving cyber threats.
Additionally, the Audit Committee engaged with management to ensure
robust governance practices and to support the Group’s commitment to
responsible and compliant business operations.
Members:
a. Anita Huun (Chair)
b. Inger Berg Ørstavik
c. Helmut Gassel
The members meet the Norwegian requirements for independence
and competence.
The Audit Committee charter can
be found on the company’s
People & Compensation Committee
The People & Compensation Committee consists of three members of the Board of Directors.
The committee shall assist the Board of Directors in exercising its oversight responsibility, in
particular regarding compensation matters pertaining to the CEO and other members of the
Executive Management Team. The committee handles other compensation issues of principal
importance, such as coherent renumeration policies and practices to enable the company to
attract and retain executives and employees who will create value for shareholders. It supports
the Board of Director and supervises management on human capital development, working
conditions, and diversity, equity, and inclusion (DE&I).
The People & Compensation Committee held 4 meetings in 2025.
Important focus areas for the People & Compensation Committee during
2025 included succession planning and the continued development of
leadership and managerial capabilities, performance and growth
management, further advancement of job architecture fundamentals, and
the ongoing development and review of the people and compensation
agenda, including reward structures.
Members:
a. Anastiina Hintsa (Chair)
b. Dieter May
c. Anja Dekens
The members of the committee are selected to ensure that the
compensation programs are fair and appropriate, but also reflect the
challenges related to attracting and retaining key talent in a global
technology market for engineers. Therefore, the committee includes both
an employee-elected director and two shareholder-elected directors with
extensive experience from the global technology space.
The People & Compensation
Committee charter can be found
on the company’s website:
NORDIC SEMICONDUCTOR | ANNUAL REPORT 2025 | APPENDICES
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Description
Developments and events during the reporting year
References
CEO & Executive Management Team
According to Norwegian corporate law, the CEO constitutes the formal governing body
responsible for the daily management of the company. The CEO leads the company with the
assistance of the Executive Management Team.
The division of functions and responsibilities between the CEO and the Board of Directors is
defined in greater detail in the Rules of Procedure for the Board of Directors of the company.
The Executive Management Team holds weekly meetings. No changes
were made to the composition of the Executive Management Team in
2025.
Biographical information on the
CEO and Executive Management
Team can be found in the
Executive Management section
of this report and on the
Company’s website at: