6-K - STMicroelectronics N.V. (0000932787) (Filer)

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UNITED STATES

SECURITIES  AND EXCHANGE  COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2026

Commission File Number: 1-13546

STMicroelectronics N.V.

(Name of Registrant)

WTC Schiphol Airport

Schiphol Boulevard 265

1118 BH Schiphol Airport

The Netherlands

(Address of Principal Executive Offices)

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

Form 20-F QForm 40-F ☐

Enclosure: A press release dated October 29, 2026, announcing STMicroelectronics’ 2026 Third Quarter Financial Results.

1 Non-U.S. GAAP. See Appendix for reconciliation to U.S. GAAP and information explaining why the Company believes these measures are important.

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PR No: C3419C 

STMicroelectronics Reports Q3 2026 Financial Results

•Q326 net revenues at $3.76 billion

•Gross margin at 37.3%

•Operating income at $367 million (non-U.S. GAAP1 operating income at $429 million)

•Business outlook at mid-point: Q426 net revenues of $4.15 billion and gross margin of 39.0%

Geneva, October 29, 2026 – STMicroelectronics N.V. (“ST”) (NYSE: STM), a global semiconductor leader serving

customers across the spectrum of electronics applications, reported U.S. GAAP financial results for the third quarter

ended September 26, 2026. This press release also contains non-U.S. GAAP measures (see Appendix for additional

information).

ST reported third quarter net revenues of $3.76 billion, gross margin of 37.3%, operating income of $367 million, and net

income of $291 million or $0.31 diluted earnings per share (non-U.S. GAAP1 operating income of $429 million, and non-

U.S. GAAP1 net income of $344 million or $0.37 diluted earnings per share).

Jean-Marc Chery, ST President & CEO, commented:

•“Q3 net revenues came above the mid-point of our business outlook range, driven by higher revenues in

CECP and Personal Electronics. Gross margin was above the mid-point of our business outlook range.”

•“On a year-over-year basis, Q3 net revenues increased 17.9%. Q3 gross margin was 37.3%, operating margin

was 9.8% and net income was $291 million. On a non-U.S. GAAP1 basis operating margin was 11.4% and net

income was $344 million.”

•“During the quarter, demand increased further supported by strong bookings and improving visibility, while

inventory in distribution continued to track below our standard target. Together, these indicators confirm the

continued ongoing recovery and secular growth across the markets we serve.”

•“Our fourth quarter business outlook, at the mid-point, is for net revenues of $4.15 billion, increasing about

10.5% sequentially and about 24.7% year-over-year. Gross margin is expected to be about 39.0%, including

about 40 basis points of unused capacity charges.”

•“The mid-point of this outlook translates into full year 2026 revenues of about $14.5 billion, representing a

22.8% year-over-year increase. Beyond the cyclical recovery across our end markets, the year-over-year

growth is supported by ST's company specific growth drivers, including AI datacenters and LEO satellite

communication. Gross margin is expected to be about 36.4%, non-U.S. GAAP1 gross margin is expected to be

about 36.6%, representing an improvement of 270 basis points versus FY25.”

•“In an environment where demand remains well above supply, we continue to expand capacity aligned with

ST’s strategic roadmap. We remain focused on improving profitability consistent with our intermediate

financial model. This is driven by our company-specific growth drivers and the execution of our company-

wide program to reshape our manufacturing footprint and resize our global cost base.”

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Quarterly Financial Summary

Third Quarter 2026 Summary Review

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Net revenues totaled $3.76 billion, representing a year-over-year increase of 17.9%. Year-over-year net sales to OEMs

and Distribution increased 10.2% and 38.8%, respectively. On a sequential basis, net revenues increased 7.7%, 150

basis points better than the mid-point of ST’s guidance.

Gross profit totaled $1.40 billion, representing a year-over-year increase of 32.2%. Gross margin of 37.3%, increased

410 basis points year-over-year, mainly due to lower unused capacity charges and better product mix.

Operating income increased from $180 million in the year-ago quarter to $367 million. ST’s operating margin increased

on a year-over-year basis to 9.8% of net revenues, compared to 5.6% in the third quarter of 2025. Operating income

included $55 million impairment, restructuring charges and other related phase-out costs for the quarter, mainly reflecting

charges related to the execution of our company-wide program to reshape our manufacturing footprint and resize our

global cost base and $7 million purchase price allocation (PPA) effects from the acquisition of NXP’s MEMS sensor

business. Excluding these items, non-U.S. GAAP1 Operating income stood at $429 million in the third quarter (or 11.4%

non-U.S. GAAP1 operating margin).

By reportable segment, compared with the year-ago quarter:

In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group:

Analog products, MEMS and Sensors (AM&S)2 segment:

•Revenue increased 8.8% mainly due to MEMS and, to a lesser extent, Analog and Imaging. 

•Operating profit decreased by 0.6% to $219 million. Operating margin was 14.1% compared to 15.4%.

Power and Discrete products (P&D) segment:

•Revenue increased 11.3%.

•Operating results decreased from a loss of $67 million to a loss of $81 million. Operating margin was -17.1%

compared to -15.6%.

In Microcontrollers, Digital ICs and RF products (MDRF) Product Group:

Embedded Processing (EMP) segment:

•Revenue increased 24.1% mainly due to General Purpose MCU. 

•Operating profit increased by 74.2% to $280 million. Operating margin was 23.1% compared to 16.5%.

RF Optical Communications (RFOC) segment:

•Revenue increased 46.2%.

•Operating profit increased by 131.2% to $132 million. Operating margin was 26.2% compared to 16.6%.

Net income and diluted Earnings Per Share increased to $291 million and $0.31 respectively, compared to $237 million

and $0.26 respectively in the year-ago quarter. In the third quarter of 2026 non-U.S. GAAP1 Net income stood at $344

million and non-U.S. GAAP1 diluted Earnings Per Share stood at $0.37.

Cash Flow and Balance Sheet Highlights

1 Non-U.S. GAAP. See Appendix for reconciliation to U.S. GAAP and information explaining why the Company believes these measures are important.

2 Q126 Free cash flow includes $895 million cash-out related to the acquisition of NXP MEMS sensor business.

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Net cash from operating activities was $1.02 billion in the third quarter compared to $549 million in the year-ago quarter.

Net Capex (non-U.S. GAAP1), was $643 million in the third quarter compared to $401 million in the year-ago quarter.

Free cash flow (non-U.S. GAAP1) was positive at $351 million in the third quarter compared to positive $130 million in the

year-ago quarter.

Inventory at the end of the third quarter was $3.25 billion, compared to $3.19 billion in the previous quarter and $3.17

billion in the year-ago quarter. Days sales of inventory at quarter-end was 126 days, same as the previous quarter and

compared to 135 days for the year-ago quarter.

In the third quarter, ST paid cash dividends to its stockholders totaling $83 million and executed a $91 million share

buyback, as part of its current share repurchase program.

ST’s net financial position (non-U.S. GAAP1) remained strong at $2.11 billion as of September 26, 2026, compared to

$2.01 billion as of June 27, 2026, and reflected total liquidity of $5.31 billion and total financial debt of $3.21 billion.

Adjusted net financial position (non-U.S. GAAP1), taking into consideration the effect on total liquidity of advances from

capital grants for which capital expenditures have not been incurred yet, stood at $1.81 billion as of September 26, 2026.

Following the exercise of the call option for the early redemption of ST’s convertible debt due in 2027, bondholders

exercised their conversion rights on the total of $750 million convertible bonds. ST settled the bond on a net-share basis,

delivering $750 million in cash and about 4.2 million shares from treasury stock.

Business Outlook

ST’s guidance, at the mid-point, for the 2026 fourth quarter is:

•Net revenues are expected to be $4.15 billion, an increase of 10.5% sequentially, plus or minus 350 basis points.

•Gross margin of 39.0%, plus or minus 200 basis points.

•This outlook is based on an assumed effective currency exchange rate of approximately $1.14 = €1.00 for the

2026 fourth quarter and includes the impact of existing hedging contracts.

•The fourth quarter will close on December 31, 2026.

This business outlook does not include any impact of potential further changes to global trade tariffs compared to the

current situation.

Conference Call and Webcast Information

ST will conduct a conference call with analysts, investors and reporters to discuss its third quarter 2026 financial results

and current business outlook today at 9:30 a.m. Central European Time (CET) / 3:30 a.m. U.S. Eastern Time (ET). A live

webcast (listen-only mode) of the conference call will be accessible at ST’s website, https://investors.st.com, and will be

available for replay until November 13, 2026.

Use of Supplemental Non-U.S. GAAP Financial Information

This press release contains supplemental non-U.S. GAAP financial information.

Readers are cautioned that these measures are unaudited and not prepared in accordance with U.S. GAAP and should

not be considered as a substitute for U.S. GAAP financial measures. In addition, such non-U.S. GAAP financial measures

may not be comparable to similarly titled information from other companies. To compensate for these limitations, the

supplemental non-U.S. GAAP financial information should not be read in isolation, but only in conjunction with ST’s

consolidated financial statements prepared in accordance with U.S. GAAP.

See the Appendix of this press release for a reconciliation of ST’s non-U.S. GAAP financial measures to their

corresponding U.S. GAAP financial measures.

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Forward-looking Information

Some of the statements contained in this release that are not historical facts are statements of future expectations and

other forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the

Securities Exchange Act of 1934, each as amended) that are based on management’s current views and assumptions,

and are conditioned upon and also involve known and unknown risks and uncertainties that could cause actual results,

performance or events to differ materially from those anticipated by such statements due to, among other factors:

•changes in global trade policies, including the continuation, adoption and expansion of tariffs and trade barriers and

sanctions, that are affecting and could further affect the macro-economic environment and are adversely impacting

and could further adversely impact the demand for our products;

•uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which are

impacting and may further impact production capacity and end-market demand for our products;

•customer demand that differs from projections which may require us to undertake transformation measures that may

not be successful in realizing the expected benefits in full or at all;

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

•changes in economic, social, public health, labor, political, or infrastructure conditions in the locations where we, our

customers, or our suppliers operate, including as a result of macro-economic or regional events, geopolitical and

military conflicts, social unrest, labor actions, or terrorist activities;

•unanticipated events or circumstances, which may impact our ability to execute our plans and/or meet the objectives

of our research and development and manufacturing programs, which benefit from public funding;

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

•the loading, product mix, and manufacturing performance of our production facilities and/or our required volume to

fulfill capacity reserved with suppliers or third-party manufacturing providers;

•availability and costs of equipment, raw materials, utilities, third-party manufacturing services and technology, or other

supplies required by our operations (including increasing costs resulting from inflation);

•the functionalities and performance of our IT systems, which are subject to cybersecurity threats and which support

our critical operational activities including manufacturing, finance and sales, and any breaches of our IT systems or

those of our customers, suppliers, partners and providers of third-party licensed technology;

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

privacy legislation;

•the impact of intellectual property claims by our competitors or other third parties, and our ability to obtain required

licenses on reasonable terms and conditions;

•changes in our overall tax position as a result of changes in tax rules, new or revised legislation, the outcome of tax

audits or changes in international tax treaties which may impact our results of operations as well as our ability to

accurately estimate tax credits, benefits, deductions and provisions and to realize deferred tax assets;

•variations in the foreign exchange markets and, more particularly, the U.S. dollar exchange rate as compared to the

Euro and the other major currencies we use for our operations;

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

•product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to our

products, or recalls by our customers for products containing our parts;

•natural events such as severe weather, earthquakes, tsunamis, volcano eruptions or other acts of nature, the effects

of climate change, health risks and epidemics or pandemics in locations where we, our customers or our suppliers

operate;

•increased regulation and initiatives in our industry, including those concerning climate change and sustainability

matters and our goal to become carbon neutral in all direct and indirect emissions (scopes 1 and 2), product

transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100%

renewable electricity sourcing goal by the end of 2027;

•epidemics or pandemics, which may negatively impact the global economy in a significant manner for an extended

period of time, and could also materially adversely affect our business and operating results;

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

customers;

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•the ability to successfully ramp up new programs that could be impacted by factors beyond our control, including the

availability of critical third-party components and performance of subcontractors in line with our expectations; and

•individual customer use of certain products, which may differ from the anticipated uses of such products and result in

differences in performance, including energy consumption, may lead to a failure to achieve our disclosed emission-

reduction goals, adverse legal action or additional research costs.

Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and

performance of our business to differ materially and adversely from the forward-looking statements. Certain forward-

looking statements can be identified by the use of forward-looking terminology, such as “believes”, “expects”, “may”, “are

expected to”, “should”, “would be”, “seeks” or “anticipates” or similar expressions or the negative thereof or other

variations thereof or comparable terminology, or by discussions of strategy, plans or intentions.

Some of these risk factors are set forth and are discussed in more detail in “Item 3. Key Information — Risk Factors”

included in our Annual Report on Form 20-F for the year ended December 31, 2025 as filed with the Securities and

Exchange Commission (“SEC”) on February 26, 2026. Should one or more of these risks or uncertainties materialize, or

should underlying assumptions prove incorrect, actual results may vary materially from those described in this press

release as anticipated, believed or expected. We do not intend, and do not assume any obligation, to update any industry

information or forward-looking statements set forth in this release to reflect subsequent events or circumstances.

Unfavorable changes in the above or other factors listed under “Item 3. Key Information — Risk Factors” from time to time

in our SEC filings, could have a material adverse effect on our business and/or financial condition.

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About STMicroelectronics

At ST, we are 49,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with

state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers

and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and

opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient

power and energy management, and the wide-scale deployment of cloudconnected autonomous things. We are on track

to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and

employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the

end of 2027. Further information can be found at www.st.com.

For further information, please contact:

INVESTOR RELATIONS:

Jérôme Ramel

EVP Corporate Development & Integrated External Communication

Tel: +41 22 929 59 20

[email protected]

MEDIA RELATIONS:

Alexis Breton

Corporate External Communications

Tel: + 33 6 59 16 79 08

[email protected]

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Appendix

ST Supplemental Financial Information

(a)Net revenues of Others include revenues from sales of assembly services and other revenues. Operating income (loss) of Others include items such as

unused capacity charges, including incidents leading to power outage, impairment, restructuring charges and other related phase-out costs,

management reorganization costs, start-up costs, and other unallocated income (expenses) such as: strategic or special research and development

programs, certain corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to reportable segments,

operating earnings of other products as well as PPA effects from the acquisition of NXP’s MEMS sensor business. With additional cost elements

included in the table below:

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(Appendix – continued)

ST Supplemental Non-U.S. GAAP Financial Information

U.S. GAAP – Non-U.S. GAAP Reconciliation

The supplemental non-U.S. GAAP information presented in this press release is unaudited and subject to inherent

limitations. Such non-U.S. GAAP information is not based on any comprehensive set of accounting rules or principles and

should not be considered as a substitute for U.S. GAAP measures. Also, our supplemental non-U.S. GAAP financial

information may not be comparable to similarly titled non-U.S. GAAP measures used by other companies. Further,

specific limitations for individual non-U.S. GAAP measures, and the reasons for presenting non-U.S. GAAP financial

information, are set forth in the paragraphs below. To compensate for these limitations, the supplemental non-U.S. GAAP

financial information should not be read in isolation, but only in conjunction with our consolidated financial statements

prepared in accordance with U.S. GAAP.

ST believes that these non-U.S. GAAP financial measures provide useful information for investors and management

because they offer, when read in conjunction with ST’s U.S. GAAP financials, (i) the ability to make more meaningful

period-to-period comparisons of ST’s on-going operating results, (ii) the ability to better identify trends in ST’s business

and perform related trend analysis, and (iii) to facilitate a comparison of ST’s results of operations against investor and

analyst financial models and valuations, which may exclude these items.

Non-U.S. GAAP Gross Profit, Non-U.S. GAAP Operating Income, Non-U.S. GAAP Net Income and Non-U.S. GAAP

Diluted Earnings Per Share (non-U.S. GAAP measures)

Operating income before impairment, restructuring charges and other related phase-out costs, and other certain items, is

used by management to help enhance an understanding of ongoing operations and to communicate the impact of the

excluded items, such as impairment, restructuring charges and other related phase-out costs, and PPA effects. Non-U.S.

GAAP gross profit is also used by management to communicate the impact of PPA effects on gross margin. Adjusted net

earnings and earnings per share (EPS) are used by management to help enhance an understanding of ongoing

operations and to communicate the impact of the excluded items like impairment, restructuring charges and other related

phase-out costs and other certain items, such as PPA effects, net of the relevant tax impact.

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(Appendix – continued)

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

Net Financial Position, a non-U.S. GAAP measure, represents the difference between our total liquidity and our total

financial debt. Our total liquidity includes cash and cash equivalents, restricted cash, if any, short-term deposits, and

marketable securities, and our total financial debt includes short-term debt and long-term debt, as reported in our

Consolidated Balance Sheets. ST also presents adjusted net financial position as a non-U.S. GAAP measure, to take into

consideration the effect on total liquidity of advances received on capital grants for which capital expenditures have not

been incurred yet.

ST believes its Net Financial Position and Adjusted Net Financial Position provide useful information for investors and

management because they give evidence of our global position either in terms of net indebtedness or net cash by

measuring our capital resources based on cash and cash equivalents, restricted cash, if any, short-term deposits and

marketable securities and the total level of our financial debt. Our definitions of Net Financial Position and Adjusted Net

Financial Position may differ from definitions used by other companies, and therefore, comparability may be limited.

(a)Long-term debt contains standard conditions but does not impose minimum financial ratios. Committed credit facilities for $1,198 million equivalent

are currently undrawn.

(b)During Q326 ST net settled its convertible bond due 2027 delivering $750 million in cash and about 4.2 million shares from treasury stock. Q226

short-term debt includes $750 million after the announcement of the early redemption of the convertible bonds due 2027.

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(Appendix – continued)

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

ST presents Net Capex as a non-U.S. GAAP measure, which is reported as part of our Free Cash Flow (non-U.S. GAAP

measure), to take into consideration the effect of advances from capital grants received on prior periods allocated to

property, plant and equipment in the reporting period. 

Net Capex, a non-U.S. GAAP measure, is defined as (i) Payment for purchase of tangible assets, as reported plus (ii)

Proceeds from sale of tangible assets, as reported plus (iii) Proceeds from capital grants and other contributions, as

reported plus (iv) Advances from capital grants allocated to property, plant and equipment in the reporting period.

ST believes Net Capex provides useful information for investors and management because annual capital expenditures

budget includes the effect of capital grants. Our definition of Net Capex may differ from definitions used by other

companies, and therefore, comparability may be limited.

Free Cash Flow, which is a non-U.S. GAAP measure, is defined as (i) net cash from operating activities plus (ii) Net

Capex plus (iii) payment for purchase (and proceeds from sale) of intangible and financial assets and (iv) net cash paid

for business acquisitions, if any. 

ST believes Free Cash Flow provides useful information for investors and management because it measures our capacity

to generate cash from our operating and investing activities to sustain our operations. 

Free Cash Flow reconciles with the total cash flow and the net cash increase (decrease) by including the payment for

purchases of (and proceeds from matured) marketable securities and net investment in (and proceeds from) short-term

deposits, the net cash from (used in) financing activities and the effect of changes in exchange rates, and by excluding the

advances from capital grants received on prior periods allocated to property, plant and equipment in the reporting period.

Our definition of Free Cash Flow may differ from definitions used by other companies, and therefore, comparability may

be limited.

                                                                                                                                                                                                                                  (

(a) Q126 Free cash flow includes $895 million cash-out related to the acquisition of NXP MEMS sensor business.

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(Appendix – continued)

Financial Calendar

The financial calendar for the remaining of 2026 is as follows:

December 16, 2026 – January 28, 2027 Quiet period

January 28, 2027 Q4 2026 Financial Results

The financial calendar for 2027 is as follows:

March 16, 2027 – April 22, 2027 Quiet period

April 22, 2027 Q1 2027 Financial Results

June 16, 2027 – July 22, 2027 Quiet period

July 22, 2027 Q2 2027 Financial Results

September 16, 2027 – October 21, 2027 Quiet period

October 21, 2027 Q3 2027 Financial Results

These dates are preliminary and are subject to final confirmation.

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SIGNATURES

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

its behalf by the undersigned, thereunto duly authorized.