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NXP Semiconductors (NXPI) CEO exercises RSUs, uses shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NXP Semiconductors CEO Rafael Sotomayor reported routine equity compensation activity involving restricted stock units. He exercised 1,095 Restricted Stock Units into common stock through a derivative exercise, and 400 common shares were disposed of to cover tax obligations via share withholding rather than an open-market sale. The remaining Restricted Stock Units total 2,191 units, which vest in three equal annual installments on each anniversary of the April 29, 2025 grant date, subject to the terms of his award agreement, and are scheduled to expire on April 29, 2028.

Positive

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Insider Sotomayor Rafael
Role CEO & President
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,095 $0.00 --
Exercise Common Stock 1,095 $0.00 --
Tax Withholding Common Stock 400 $230.39 $92K
Holdings After Transaction: Restricted Stock Unit — 2,191 shares (Direct, null); Common Stock — 11,646 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 three equal annual installments on the anniversary of the 4/29/2025 grant date (subject to the terms of the reporting person's award agreement).
Tax-withholding shares 400 shares Common stock disposed to cover tax liability (code F)
Tax-withholding share value $230.39 per share Value applied to 400 shares delivered for taxes
RSUs exercised 1,095 units Restricted Stock Units converted into common stock (code M)
RSUs remaining 2,191 units Restricted Stock Units held after reported transactions
RSU grant date April 29, 2025 Vests in three equal annual installments from this date
RSU expiration date April 29, 2028 Restricted Stock Units expire if unvested by this date
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""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
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*
Sotomayor Rafael

(Last)(First)(Middle)
60 HIGH TECH CAMPUS

(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)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
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 Stock04/29/2026M1,095A$011,646D
Common Stock04/29/2026F400D$230.3911,246D
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)04/29/2026M1,095 (2)04/29/2028Common Stock1,095$02,191D
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 4/29/2025 grant date (subject to the terms of the reporting person's award agreement).
Remarks:
/s/ Rafael Sotomayor by Timothy Shelhamer under Power of Attorney05/01/2026
** 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)

FAQ

What insider transactions did NXP Semiconductors (NXPI) report for Rafael Sotomayor?

Rafael Sotomayor exercised 1,095 Restricted Stock Units into common stock and had 400 common shares disposed of to satisfy tax obligations through share withholding, according to the Form 4 insider transaction details.

Were Rafael Sotomayor’s NXP (NXPI) transactions open-market buys or sells?

The filing shows no open-market buys or sells. It records a derivative exercise of 1,095 RSUs and a Form 4 code F tax-withholding disposition of 400 shares, used to pay taxes rather than representing a discretionary market trade.

How many Restricted Stock Units does the NXP (NXPI) CEO still hold after these transactions?

After the reported transactions, Rafael Sotomayor holds 2,191 Restricted Stock Units. These units continue to represent a conditional right to receive common shares, subject to vesting terms and the award agreement conditions outlined in the Form 4 footnotes.

What is the vesting schedule for Rafael Sotomayor’s NXP (NXPI) Restricted Stock Units?

The Restricted Stock Units vest in three equal annual installments on each anniversary of the April 29, 2025 grant date. Vesting remains subject to the terms of Rafael Sotomayor’s individual award agreement as described in the Form 4 notes.

When do Rafael Sotomayor’s NXP (NXPI) Restricted Stock Units expire?

The filing states that the Restricted Stock Units are scheduled to expire on April 29, 2028. Until that expiration date, they can vest according to their three-year installment schedule, after which any unvested units would no longer convert into common shares.

What price per share was used for the NXP (NXPI) tax-withholding disposition?

For the tax-withholding disposition coded F, 400 common shares were delivered at a reported value of $230.39 per share. This reflects the share value applied to cover Rafael Sotomayor’s tax liability associated with his equity compensation event.