NXP Semiconductors EVP Hardy Exercises 4,880 RSUs

NXP Semiconductors N.V. executive Andrew Hardy, EVP and Chief Sales Officer, exercised 4,880 Restricted Stock Units into an equal number of common shares on April 30, 2026.

Rhea-AI Filing Summary

NXP Semiconductors N.V. executive Andrew Hardy, EVP and Chief Sales Officer, exercised 4,880 Restricted Stock Units into an equal number of common shares on April 30, 2026. On the same date, 2,483 shares were disposed to pay tax liabilities at $289.25 per share. After these transactions, Hardy directly holds 4,417 common shares. The Restricted Stock Units represent the right to receive one share of common stock and vest in two equal annual installments on each anniversary of the April 30, 2024 grant date.

Insider Trade Summary

4,880 shares exercised/converted

Exercise 3 txns

Insider Hardy Andrew

Role EVP, Chief Sales Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,880	$0.00	$0.00
Exercise	Common Stock	4,880	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,483	$289.25	$718K

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 4,417 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 two equal annual installments on the anniversary of the 4/30/2024 grant date (subject to the terms of the reporting person's award agreement).

Key Figures

RSUs Exercised: 4880.0000 units Common Shares Acquired: 4880.0000 shares Shares Withheld for Taxes: 2483.0000 shares +2 more

5 metrics

RSUs Exercised 4880.0000 units Restricted Stock Units converted into common stock on 2026-04-30

Common Shares Acquired 4880.0000 shares Shares received from RSU exercise/conversion on 2026-04-30

Shares Withheld for Taxes 2483.0000 shares Tax-withholding disposition of common stock on 2026-04-30

Tax Withholding Price $289.2500 per share Per-share value for shares delivered to satisfy tax liability

Post-Transaction Holdings 4,417 shares Direct common stock position after reported transactions

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security, Rule 10b5-1

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit represents the conditional right to receive one share"

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Rule 10b5-1 financial

"The Rule 10b5-1 checkbox is marked false for these transactions"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What did NXP Semiconductors (NXPI) EVP Andrew Hardy report in this Form 4?

Andrew Hardy reported an RSU vesting and related tax withholding. He exercised 4,880 Restricted Stock Units into common stock and had 2,483 shares delivered to cover tax liabilities, resulting in direct ownership of 4,417 NXP Semiconductors shares.

How many NXPI shares did Andrew Hardy acquire through RSU vesting?

Andrew Hardy acquired 4,880 common shares through RSU vesting. On April 30, 2026, 4,880 Restricted Stock Units were converted into an equal number of NXP Semiconductors common shares at a stated exercise price of $0.00 per share.

How many NXPI shares were withheld for taxes, and at what price?

2,483 NXP Semiconductors shares were withheld for taxes at $289.25 per share. These shares were disposed as payment of tax liability by delivering securities, according to the Form 4’s tax-withholding disposition entry.

How many NXPI shares does Andrew Hardy hold after these transactions?

Andrew Hardy directly holds 4,417 NXP Semiconductors common shares. This post-transaction balance reflects the RSU conversion, net of the 2,483 shares delivered to satisfy tax obligations on April 30, 2026.

What are the vesting terms of the Restricted Stock Units reported for NXPI?

Each RSU gives the right to one share and vests in two annual installments. The footnotes state the Restricted Stock Units vest in two equal annual installments on the anniversary of the April 30, 2024 grant date, subject to the award agreement.

Were Andrew Hardy’s NXPI transactions reported under a Rule 10b5-1 trading plan?

The transactions were not indicated as under a Rule 10b5-1 plan. The Form 4’s Rule 10b5-1 checkbox is marked false, and the footnotes do not reference any pre-arranged trading or 10b5-1 plan.

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

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Accepted by SEC EDGAR 05/01/2026 - 06:14 AM EDT 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 5656AG

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		M		4,880	A	$0	6,900	D
Common Stock	04/30/2026		F		2,483	D	$289.25	4,417	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)	04/30/2026		M			4,880	(2)	04/30/2026	Common Stock	4,880	$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 vest in two equal annual installments on the anniversary of the 4/30/2024 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ Andrew Hardy by Timothy Shelhamer under Power of Attorney	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)