NXP CFO logs RSU/PSU vesting; sales at $206.45 and $204.56

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) reported insider activity by its EVP & CFO via Form 4. On 11/07/2025, 1,614 shares were acquired at $0 from the settlement of equity awards (code M), followed by a disposition of 636 shares at $206.45 (code F). On 11/10/2025, 6,339 shares were acquired at $0 tied to a performance award (code A, see note 1), and 2,495 shares were disposed at $204.56 (code F). After these transactions, the officer beneficially owned 8,818.8396 shares, held directly.

Notes indicate the 6,339-share acquisition reflects the vesting of a Performance Stock Unit award for the 11/01/2022–10/31/2025 period based on relative total shareholder return. Restricted Stock Units convert one-for-one into common stock and vest in three equal annual installments from the 11/07/2023 grant date.

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^*

Betz William

(Last) (First) (Middle)

C/O NXP SEMICONDUCTORS N.V.

HIGH TECH CAMPUS 60

(Street)

EINDHOVEN P7 5656AG

(City) (State) (Zip)

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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/07/2025		M		1,614	A	$0	5,610.8396	D
Common Stock	11/07/2025		F		636	D	$206.45	4,974.8396	D
Common Stock	11/10/2025		A		6,339(1)	A	$0	11,313.8396	D
Common Stock	11/10/2025		F		2,495	D	$204.56	8,818.8396	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	(2)	11/07/2025		M			1,614	(3)	11/07/2026	Common Stock	1,614	$0	1,616	D

Explanation of Responses:

1. Represents the number of shares of Common Stock received upon vesting of a Performance Stock Unit award previously granted to the reporting person on 11/01/2022. Under the terms of this award, the Performance Units cliff vest upon the conclusion of the three-year performance period from 11/01/2022 through 10/31/2025 and the certification of the Company's achievement of the pre-established performance conditions based on the relative total shareholder return of the Company's share price compared to the pre-established peer group.

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

3. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 11/7/2023 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ William Betz by Timothy Shelhamer under Power of Attorney	11/12/2025
	** 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.

FAQ

What did NXPI’s CFO report on the latest Form 4?

Vesting-related acquisitions and tax-related dispositions: 1,614 shares acquired (11/07/2025), 636 shares disposed at $206.45; 6,339 shares acquired (11/10/2025), 2,495 shares disposed at $204.56.

How many NXPI shares did the CFO own after the reported trades?

Following the transactions, the officer beneficially owned 8,818.8396 shares directly.

What were the sale prices disclosed in the Form 4 for NXPI?

Dispositions were reported at $206.45 on 11/07/2025 and $204.56 on 11/10/2025 (transaction code F).

What equity awards vested for the NXPI CFO?

A Performance Stock Unit award vested for the 11/01/2022–10/31/2025 period (6,339 shares), and Restricted Stock Units settled 1,614 shares, each RSU delivering one share.

How do the NXPI RSUs vest for the CFO?

RSUs vest in three equal annual installments on the anniversary of the 11/07/2023 grant date, subject to the award agreement.

What do the transaction codes (M, F, A) signify here?

M indicates conversion/settlement of derivative awards; F indicates dispositions for tax withholding; A indicates an acquisition reported, as used for the PSU vesting.