NXP Semiconductors (NXPI) sales chief exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

NXP Semiconductors N.V. executive vice president and chief sales officer Andrew Hardy reported routine equity compensation activity. He exercised 4,880 Restricted Stock Units, receiving the same number of common shares. To cover tax obligations, 2,483 common shares were disposed of as a tax-withholding transaction, not an open-market sale. Following these transactions, he directly holds 6,900 shares of common stock. No derivative awards remain from this RSU grant.

Insider Trade Summary

4,880 shares exercised/converted

Mixed 3 txns

Insider Hardy Andrew

Role EVP, Chief Sales Officer

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

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 6,900 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock. 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: 4,880 shares Tax-withholding shares: 2,483 shares Tax-withholding reference price: $289.25 per share +2 more

5 metrics

RSUs exercised 4,880 shares Restricted Stock Units converted to common stock on April 30, 2026

Tax-withholding shares 2,483 shares Common shares disposed to satisfy tax obligations

Tax-withholding reference price $289.25 per share Value used for 2,483-share tax-withholding disposition

Shares held after transactions 6,900 shares Common stock directly owned by Andrew Hardy after Form 4

RSU derivative balance 0 units Restricted Stock Units remaining from this grant after conversion

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion, derivative security, +1 more

5 terms

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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 exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

derivative security financial

"transaction_code_description": "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.

total_shares_following_transaction financial

""total_shares_following_transaction": "6900.0000""

Form 4 Insider Transactions: What Each Field Means →

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)

FAQ

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

Andrew Hardy exercised 4,880 Restricted Stock Units into common shares and had 2,483 shares withheld to cover taxes. These are routine compensation-related transactions rather than open-market trades, reflecting vesting of prior equity awards at NXP Semiconductors.

How many NXP Semiconductors (NXPI) shares does Andrew Hardy hold after this Form 4?

After the reported transactions, Andrew Hardy directly holds 6,900 shares of NXP Semiconductors common stock. This reflects his position following the RSU conversion and associated tax-withholding share disposition reported in the Form 4 filing.

Were Andrew Hardy’s NXP (NXPI) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares were acquired through exercising 4,880 Restricted Stock Units and 2,483 shares were disposed of solely to satisfy tax liabilities, a non-market tax-withholding mechanism typical for equity compensation.

What is the significance of the 2,483 NXP (NXPI) shares disposed at $289.25?

The 2,483 shares valued at $289.25 per share were withheld to pay tax obligations on vested equity, not sold on the open market. This tax-withholding disposition is standard when Restricted Stock Units convert into common stock for executives.

What do the Restricted Stock Units in the NXP (NXPI) Form 4 represent?

Each Restricted Stock Unit represented the conditional right to receive one NXP common share. The RSUs in this filing vested in two equal annual installments from the April 30, 2024 grant date, then converted into 4,880 common shares on April 30, 2026.