NXP Semiconductors officer converts 742 RSUs, sells 376 for taxes

NXP Semiconductors N.V.

Rhea-AI Filing Summary

NXP Semiconductors N.V. (NXPI) filed a Form 4 for its Chief Sales Officer. On 11/05/2025, the officer acquired 742 shares of common stock at $0 following the settlement of restricted stock units (code M). The filing also reports a disposition of 376 shares at $204.42 (code F) to satisfy tax withholding.

After these transactions, the officer directly owns 2,865 shares. The derivative table shows 1,484 restricted stock units remaining beneficially owned. According to the footnotes, each restricted stock unit represents the right to receive one share, and the award vests in three equal annual installments on the anniversary of the 11/05/2024 grant date, subject to the award agreement.

Insider Trade Summary

742 shares exercised/converted

Exercise 3 txns

Insider Hardy Andrew

Role Chief Sales Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	742	$0.00	$0.00
Exercise	Common Stock	742	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	376	$204.42	$77K

Holdings After Transaction: Restricted Stock Unit — 1,484 contracts (Direct); Common Stock — 2,865 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
2. F2. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 11/5/2024 grant date (subject to the terms of the reporting person's award agreement).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NXPI disclose in this Form 4?

The Chief Sales Officer acquired 742 shares via RSU settlement and disposed of 376 shares at $204.42 for tax withholding on 11/05/2025.

How many NXPI shares does the reporting person now own directly?

Following the transactions, the officer directly owns 2,865 shares.

What RSUs remain outstanding for the officer at NXPI?

The filing lists 1,484 restricted stock units beneficially owned after the reported transactions.

What were the transaction codes and what do they indicate?

Code M reflects RSU settlement into shares; code F reflects shares withheld/sold to cover taxes.

What prices were reported in the Form 4?

Shares from RSU settlement were acquired at $0; 376 shares were disposed of at $204.42.

What is the vesting schedule for the RSUs?

The RSUs vest in three equal annual installments on the anniversary of the 11/05/2024 grant date, per the award terms.

What is the reporting person’s role at NXPI?

The reporting person is an officer, serving as Chief Sales Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 11/07/2025 - 08:07 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hardy Andrew

(Last) (First) (Middle)

60 HIGH TECH CAMPUS

(Street)

EINDHOVEN P7 5656

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NXP Semiconductors N.V. [ NXPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Sales Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/05/2025		M		742	A	$0	3,241	D
Common Stock	11/05/2025		F		376	D	$204.42	2,865	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	11/05/2025		M			742	(2)	11/05/2027	Common Stock	742	$0	1,484	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.

2. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 11/5/2024 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ Andrew Hardy by Timothy Shelhamer under Power of Attorney	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.