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NXP Semiconductors’ Micallef converts 1,549 stock units

The restricted stock units vest in three equal annual installments, subject to the applicable award agreements.

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Form Type
4

Rhea-AI Filing Summary

NXP Semiconductors N.V. EVP, Chief Operations Officer Andrew Micallef reported converting 1,549 restricted stock units into 1,549 common shares on October 28, 2026, and receiving an award of 4,291 restricted stock units. He also reported 556 common shares delivered or withheld for payment of exercise price or tax liability. The restricted stock units vest in three equal annual installments, subject to the applicable award agreements.

Insider Micallef Andrew
Role EVP, Chief Operations Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit F1, F2 1,549 $0.00 $0.00
Grant/Award Restricted Stock Unit F1, F3 4,291 $0.00 $0.00
Exercise Common Stock 1,549 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 556 $253.50 $141K
Holdings After Transaction: Restricted Stock Unit — 7,391 contracts (Direct); Common Stock — 8,935 shares (Direct)
Footnotes (3)
  1. F1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
  2. F2. The Restricted Stock Unit vest in three equal annual installments on the anniversary of the 10/28/2025 grant date (subject to the terms of the reporting persons award agreement).
  3. F3. The Restricted Stock Unit vest in three equal annual installments on the anniversary of the 10/28/2026 grant date (subject to the terms of the reporting persons award agreement).
Restricted stock units converted 1,549 units Conversion reported October 28, 2026
Common shares acquired on conversion 1,549 shares Conversion reported October 28, 2026
Restricted stock units awarded 4,291 units Award reported October 28, 2026
Shares delivered or withheld 556 shares For payment of exercise price or tax liability on October 28, 2026
Reported per-share price $253.50 per share 556-share transaction reported October 28, 2026
Restricted Stock Unit financial
"Each Restricted Stock Unit represents the conditional right to receive one share of common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
annual installments financial
"vest in three equal annual installments"
award agreement financial
"subject to the terms of the reporting persons award agreement"
An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

FAQ

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

What did Andrew Micallef report in the NXPI Form 4?

Andrew Micallef reported converting 1,549 restricted stock units into 1,549 common shares, receiving an award of 4,291 restricted stock units, and having 556 common shares delivered or withheld for payment of exercise price or tax liability, all on October 28, 2026.

How do Andrew Micallef's NXPI restricted stock units vest?

The 1,549 restricted stock units vest in three equal annual installments on the anniversaries of the October 28, 2025 grant date, subject to the award agreement. The 4,291 restricted stock units vest in three equal annual installments on the anniversaries of the October 28, 2026 grant date, also subject to the award agreement.

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

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SEC Form 4
FORM 4UNITED 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)
EINDHOVEN5656AG

(City)(State)(Zip)

NETHERLANDS

(Country)
2. Issuer Name and Ticker or Trading Symbol
NXP Semiconductors N.V. [ NXPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Operations Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock10/28/2026M1,549A$09,491D
Common Stock10/28/2026F556D$253.58,935D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)10/28/2026M1,549 (2) (2)Common Stock1,549$03,100D
Restricted Stock Unit(1)10/28/2026A4,291 (3) (3)Common Stock4,291$04,291D
Explanation of Responses:
1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
2. The Restricted Stock Unit vest in three equal annual installments on the anniversary of the 10/28/2025 grant date (subject to the terms of the reporting persons award agreement).
3. The Restricted Stock Unit vest in three equal annual installments on the anniversary of the 10/28/2026 grant date (subject to the terms of the reporting persons award agreement).
Remarks:
/s/ Andrew Micallef by Timothy Shelhamer under Power of Attorney10/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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