NXP director exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Chunyuan Gu, a director of NXP Semiconductors N.V., exercised 1,035 Restricted Stock Units into an equal number of common shares on June 10, 2026, with 418 shares withheld to cover taxes at $297.41 per share and received a grant of 841 new Restricted Stock Units. Following these transactions, Gu directly holds 2,913 common shares and 841 Restricted Stock Units. Footnotes state that each Restricted Stock Unit represents the conditional right to receive one common share, with vesting tied to the earlier of the first anniversary of its grant date or the next annual general meeting of shareholders. The filing indicates these transactions were not made pursuant to a Rule 10b5-1 trading plan.

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

Exercise 4 txns

Insider Chunyuan Gu

Role Director

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

Holdings After Transaction: Restricted Stock Unit — 841 contracts (Direct); Common Stock — 2,913 shares (Direct)

Footnotes (4)

1. F1. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
2. F2. 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. F3. Each Restricted Stock Unit represents the conditional right to receive one share of the common stock.
4. F4. 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: 1035.0000 Restricted Stock Units Tax-withholding shares: 418.0000 common shares Tax-withholding price: 297.4100 per share +3 more

6 metrics

RSUs exercised 1035.0000 Restricted Stock Units Converted into common stock on June 10, 2026

Tax-withholding shares 418.0000 common shares Shares delivered for tax liability at $297.4100 per share

Tax-withholding price 297.4100 per share Value used for 418-share tax-withholding disposition

New RSU grant 841.0000 Restricted Stock Units Derivative award reported on June 10, 2026

Post-transaction common shares 2,913 common shares Canonical direct holding after reported transactions

Post-transaction RSUs 841 Restricted Stock Units Canonical direct RSU holding after reported transactions

Key Terms

Restricted Stock Unit, tax-withholding disposition, annual general meeting of the shareholders

3 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.

annual general meeting of the shareholders financial

"Vests 100% on the earlier of the first anniversary of the grant date and the date of the next annual general meeting of the shareholders."

FAQ

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

What transactions did NXP Semiconductors (NXPI) director Chunyuan Gu report?

Gu exercised 1,035 Restricted Stock Units into common stock, had 418 shares withheld for taxes, and received 841 new RSUs. These actions were reported as direct holdings changes on June 10, 2026, reflecting both acquisitions and tax-related dispositions.

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

After the reported transactions, Gu directly holds 2,913 common shares and 841 Restricted Stock Units. These post-transaction balances come from canonical holdings data and reflect his updated equity position in NXP Semiconductors N.V.

Were Chunyuan Gu’s NXP Semiconductors (NXPI) transactions under a Rule 10b5-1 plan?

The filing shows the Rule 10b5-1 checkbox as unchecked, meaning the transactions were not affirmed as made under a Rule 10b5-1 trading plan. Their timing therefore is not characterized as pre-arranged by that specific rule.

What tax-related disposition did NXP Semiconductors (NXPI) report for Chunyuan Gu?

Gu reported a tax-withholding disposition of 418 common shares at $297.41 per share. This Form 4 entry is coded as a tax payment via delivered securities rather than an open-market sale.

What are the key terms of the Restricted Stock Units reported by NXP Semiconductors (NXPI)?

Footnotes state that each Restricted Stock Unit represents the conditional right to one common share. RSUs vest 100% on the earlier of the first anniversary of their grant date or the next annual general meeting of shareholders.

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

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Accepted by SEC EDGAR 06/12/2026 - 06:10 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^*

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)