NXP Semiconductors (NXPI) CSO logs RSU exercise and share sale

Rhea-AI Filing Summary

NXP Semiconductors’ Chief Sales Officer Andrew Hardy reported an equity compensation transaction involving company stock. On February 4, 2026, he acquired 823 shares of common stock at $0 through the exercise of Restricted Stock Units and disposed of 446 shares of common stock at $220.66 per share.

Following these transactions, he directly owned 7,309 shares of NXP common stock and 1,648 Restricted Stock Units, each RSU representing the conditional right to receive one share, with the RSUs scheduled to vest in three equal annual installments beginning on the February 4, 2025 grant anniversary.

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
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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)
02/04/2026

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	02/04/2026		M		823	A	$0	7,755	D
Common Stock	02/04/2026		F		446	D	$220.66	7,309	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)	02/04/2026		M			823	(2)	02/04/2028	Common Stock	823	$0	1,648	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 2/4/2025 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ Andrew Hardy by Timothy Shelhamer under Power of Attorney	02/05/2026
	** 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.

FAQ

What insider transaction did NXP Semiconductors (NXPI) report for Andrew Hardy?

NXP Semiconductors reported that Chief Sales Officer Andrew Hardy acquired 823 shares of common stock via RSU exercise and disposed of 446 shares at $220.66 on February 4, 2026, as part of his equity compensation activity.

How many NXP (NXPI) shares does Andrew Hardy own after this Form 4 filing?

After the reported transactions, Andrew Hardy directly owns 7,309 shares of NXP common stock. He also holds 1,648 Restricted Stock Units, each representing a conditional right to receive one share of NXP common stock in the future, subject to vesting.

What prices were involved in Andrew Hardy’s NXP (NXPI) stock transactions?

Andrew Hardy acquired 823 NXP common shares at $0 per share through the exercise of Restricted Stock Units. He also disposed of 446 common shares at a price of $220.66 per share on February 4, 2026, according to the Form 4 filing.

How do Andrew Hardy’s NXP (NXPI) Restricted Stock Units vest?

Andrew Hardy’s Restricted Stock Units vest in three equal annual installments on each anniversary of the February 4, 2025 grant date. Each vested Restricted Stock Unit gives him the conditional right to receive one share of NXP common stock, subject to award agreement terms.

What is the role of Andrew Hardy at NXP Semiconductors (NXPI)?

Andrew Hardy serves as the Chief Sales Officer of NXP Semiconductors. His position is disclosed in the Form 4 insider transaction report, which records his beneficial ownership changes related to NXP common stock and Restricted Stock Units on February 4, 2026.