NXP Semiconductors (NASDAQ: NXPI) director exercises RSUs and receives 841-unit equity grant

Rhea-AI Filing Summary

NXP Semiconductors N.V. director Chunyuan Gu reported routine equity compensation activity involving common stock and restricted stock units. Gu exercised 1,035 restricted stock units into common shares and had 418 common shares withheld to cover tax obligations, a non-market disposition.

Gu also received a grant of 841 new restricted stock units, each representing a conditional right to one common share. These units vest 100% on the earlier of the first anniversary of the 06/10/2026 grant date and the next annual general meeting of shareholders. Following the transactions, Gu directly holds 3,331 common shares and 841 restricted stock units, indicating a net increase in equity exposure.

Insights

Equity compensation analyst

Routine grant, vesting, and tax withholding with a net increase in holdings.

Director Chunyuan Gu exercised 1,035 restricted stock units into common stock while 418 shares were withheld to satisfy tax obligations. This F-code disposition is not an open-market sale and reflects standard tax-settlement mechanics on equity compensation.

Gu also received a new grant of 841 restricted stock units, which vest in full on the earlier of the first anniversary of the 06/10/2026 grant date or the next annual general meeting. After these transactions, Gu holds 3,331 common shares and 841 RSUs, so overall exposure to NXP Semiconductors N.V. equity increased.

Insider Trade Summary

1,035 shares exercised/converted

Mixed 4 txns

Insider Chunyuan Gu

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,035	$0.00	--
Grant/Award	Restricted Stock Unit	841	$0.00	--
Exercise	Common Stock	1,035	$0.00	--
Tax Withholding	Common Stock	418	$297.41	$124K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 3,331 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 100% on the earlier of the first anniversary of the 06/11/2025 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V. Each Restricted Stock Unit represents the conditional right to receive one share of the common stock. The Restricted Stock Unit vests 100% on the earlier of the first anniversary of the 06/10/2026 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V.

Key Figures

RSUs exercised into stock: 1,035 shares Shares withheld for taxes: 418 shares at $297.41 New RSU grant: 841 units +3 more

6 metrics

RSUs exercised into stock 1,035 shares Restricted stock units converted to common stock on 06/10/2026

Shares withheld for taxes 418 shares at $297.41 Tax-withholding disposition on 06/10/2026

New RSU grant 841 units Grant of restricted stock units on 06/10/2026

Common shares held after 3,331 shares Direct ownership after transactions

RSUs held after 841 units Unvested restricted stock units outstanding

Tax-withholding price $297.41 per share Value used for 418-share tax-withholding disposition

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion, annual general meeting

4 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

"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 exercise/conversion financial

"Exercise or conversion of derivative security"

annual general meeting financial

"the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V."

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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^*

Chunyuan Gu

(Last) (First) (Middle)

C/O NXP SEMICONDUCTORS N.V.

HIGH TECH CAMPUS 60

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		M		1,035	A	$0	3,331	D
Common Stock	06/10/2026		F		418	D	$297.41	2,913	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)	06/10/2026		M			1,035	(2)	(2)	Common Stock	1,035	$0	0	D
Restricted Stock Unit	(3)	06/10/2026		A		841		(4)	(4)	Common Stock	841	$0	841	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 100% on the earlier of the first anniversary of the 06/11/2025 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V.

3. Each Restricted Stock Unit represents the conditional right to receive one share of the common stock.

4. The Restricted Stock Unit vests 100% on the earlier of the first anniversary of the 06/10/2026 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V.

Remarks:

	/s/ Chunyuan Gu by Timothy Shelhamer under Power of Attorney	06/12/2026
	** 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) director Chunyuan Gu report?

Director Chunyuan Gu reported exercising 1,035 restricted stock units into common stock, with 418 shares withheld for taxes, and receiving a new grant of 841 restricted stock units. These transactions reflect routine equity compensation activity rather than open-market buying or selling.

Did Chunyuan Gu buy or sell NXP Semiconductors (NXPI) shares on the open market?

The filing shows no open-market purchases or sales by Chunyuan Gu. Shares were acquired through exercising 1,035 restricted stock units, while 418 shares were withheld to cover tax obligations, which is a non-market disposition typical for equity compensation events.

How many NXP Semiconductors (NXPI) shares does Chunyuan Gu hold after the Form 4 transactions?

After the reported transactions, Chunyuan Gu directly holds 3,331 shares of NXP Semiconductors common stock. In addition, Gu holds 841 restricted stock units, each representing a conditional right to receive one share upon future vesting events described in the filing.

What are the terms of the new restricted stock unit grant to Chunyuan Gu at NXP Semiconductors (NXPI)?

Gu received 841 restricted stock units, each representing the conditional right to one common share. These units vest 100% on the earlier of the first anniversary of the 06/10/2026 grant date and the date of the next annual general meeting of NXP Semiconductors shareholders.

How were taxes handled on Chunyuan Gu’s NXP Semiconductors (NXPI) equity transaction?

To satisfy tax obligations related to the equity compensation, 418 shares of NXP Semiconductors common stock were disposed of through a tax-withholding transaction. This payment of tax liability by delivering securities is coded as an F transaction and does not represent an open-market sale.

What do the restricted stock units in NXP Semiconductors (NXPI) represent for Chunyuan Gu?

Each restricted stock unit reported for Chunyuan Gu represents the conditional right to receive one share of NXP Semiconductors common stock. Vesting occurs based on time-based conditions tied to anniversaries of grant dates or the company’s next annual general meeting, as specified.