NXPI COO vests 1,449 shares; 516 disposed for taxes

NXP Semiconductors N.V.

Accepted by SEC EDGAR 11/04/2025 - 08:16 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NXP Semiconductors N.V. (NXPI) disclosed insider activity by EVP and Chief Operations Officer Andrew Micallef. On 11/01/2025, 1,449 Restricted Stock Units converted into common stock at $0 (code M). To satisfy tax withholding, 516 shares were disposed at $209.12 (code F). After these transactions, he directly holds 7,761 shares.

Each Restricted Stock Unit represents the right to receive one share of common stock. The award vests in three equal annual installments on the anniversary of the 01/11/2022 grant date, subject to the award agreement.

Insider Trade Summary

1,449 shares exercised/converted

Exercise 3 txns

Insider Micallef Andrew

Role EVP, Chief Operations Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,449	$0.00	$0.00
Exercise	Common Stock	1,449	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	516	$209.12	$108K

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 7,761 shares (Direct)

Holdings Before and After: Restricted Stock Unit, 1,449 to 0 contracts (Direct); Common Stock, 6,828 to 7,761 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 vests in three equal annual installments on the anniversary of the 01/11/2022 grant date (subject to the terms of the reporting persons award agreement).

FAQ

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

What did NXPI’s COO report on Form 4?

Andrew Micallef reported the conversion of 1,449 RSUs into common stock (code M) and the disposal of 516 shares for tax withholding (code F).

What was the transaction date for the NXPI Form 4?

The earliest transaction date disclosed was 11/01/2025.

How many NXPI shares does the reporting person hold after the transactions?

Following the reported transactions, he directly owns 7,761 shares.

At what price were shares disposed to cover taxes?

Shares were disposed at $209.12 to satisfy tax withholding obligations.

What do transaction codes M and F mean on the Form 4?

Code M indicates conversion of derivative securities (RSUs) to common stock; Code F indicates share disposition to cover taxes.

What is the vesting schedule for the reported RSUs at NXPI?

The RSUs vest in three equal annual installments on the anniversary of the 01/11/2022 grant date, per the award terms.

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

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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^*

Micallef Andrew

(Last) (First) (Middle)

C/O NXP SEMICONDUCTORS N.V.

HIGH TECH CAMPUS 60

(Street)

EINDHOVEN P7 5656AG

(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)
	EVP, Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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	11/01/2025		M		1,449	A	$0	8,277	D
Common Stock	11/01/2025		F		516	D	$209.12	7,761	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)	11/01/2025		M			1,449	(2)	11/01/2025	Common Stock	1,449	$0	0	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 vests in three equal annual installments on the anniversary of the 01/11/2022 grant date (subject to the terms of the reporting persons award agreement).

Remarks:

	/s/ Andrew Micallef by Timothy Shelhamer under Power of Attorney	11/04/2025
	** 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.