NXP Semiconductors (NXPI) director logs RSU grant, derivative exercise and tax share withholding

Rhea-AI Filing Summary

NXP Semiconductors N.V. director Karl-Henrik Sundstrom reported routine equity compensation transactions. He exercised derivative securities tied to 1,035 shares of common stock, and 513 shares of common stock were disposed of to cover tax obligations at a price of $297.41 per share. Following these transactions, he directly holds about 4,492.7926 shares of common stock. Sundstrom also received a new grant of 841 Restricted Stock Units, each representing the conditional right to receive one share of common stock, which vest 100% on the earlier of the first anniversary of the 06/10/2026 grant date and the next annual general meeting of shareholders.

Insights

Equity compensation and insider-transactions analyst

Routine equity compensation: RSU grant, derivative exercise, and tax withholding with no open-market trading.

The filing shows Karl-Henrik Sundstrom, a director of NXP Semiconductors N.V., exercising derivative securities for 1,035 common shares and receiving 841 new Restricted Stock Units. The transactions are coded M and A, indicating derivative exercise and a grant/award acquisition.

A separate F-code transaction disposes of 513 common shares at $297.41 per share to satisfy tax obligations, which is a non-market, mechanistic event. After these moves, Sundstrom directly holds about 4,492.7926 common shares and 841 RSUs, with no remaining derivative position from the exercised units.

Because there are no open-market purchases or sales and the activity reflects standard compensation and tax handling, the informational content for investors is limited and does not materially alter the broader investment thesis for the company.

Insider Trade Summary

1,035 shares exercised/converted

Mixed 4 txns

Insider Sundstrom Karl-Henrik

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	513	$297.41	$153K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 5,005.793 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

Tax-withholding shares: 513 shares at $297.41 Derivative exercise shares: 1,035 shares RSU grant: 841 RSUs +2 more

5 metrics

Tax-withholding shares 513 shares at $297.41 Common stock disposed to cover tax obligations

Derivative exercise shares 1,035 shares Common stock acquired via exercise of derivative security

RSU grant 841 RSUs New Restricted Stock Unit award on 06/10/2026

Post-transaction common shares 4,492.7926 shares Direct common stock holdings after transactions

RSU vesting schedule 100% on earlier of anniversary or AGM Vesting for 841 RSUs granted 06/10/2026

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security, 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

"transaction_action: tax-withholding disposition for 513.0000 common shares."

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 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.

annual general meeting financial

"on the earlier of the first anniversary of the grant date and the date of the next annual general meeting of the shareholders"

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Form 4 Insider Transactions: What Each Field Means →

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

Sundstrom Karl-Henrik

(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	5,005.7926	D
Common Stock	06/10/2026		F		513	D	$297.41	4,492.7926	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/ Karl-Henrik Sundstrom 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 Karl-Henrik Sundstrom report?

Karl-Henrik Sundstrom reported exercising derivative securities tied to 1,035 common shares and a tax-withholding disposition of 513 common shares. He also received 841 new Restricted Stock Units, each representing the right to receive one share of NXP common stock upon vesting.

Did Karl-Henrik Sundstrom buy or sell NXP Semiconductors (NXPI) shares on the open market?

The reported transactions do not include open-market buys or sells. They consist of a derivative exercise for 1,035 common shares, a tax-withholding disposition of 513 shares, and a grant of 841 Restricted Stock Units as part of equity compensation arrangements.

How many NXP Semiconductors (NXPI) shares does Karl-Henrik Sundstrom hold after these transactions?

After the reported transactions, Karl-Henrik Sundstrom directly holds about 4,492.7926 shares of NXP common stock. He also holds 841 Restricted Stock Units, each representing a conditional right to receive one additional NXP common share upon vesting conditions being met.

What is the nature of the 513-share disposition reported for NXP Semiconductors (NXPI)?

The 513-share disposition is coded F, indicating shares were withheld or delivered to satisfy tax obligations at $297.41 per share. This type of transaction is a tax-withholding mechanism rather than an open-market sale directed by the insider.

What are the terms of Karl-Henrik Sundstrom’s new Restricted Stock Unit grant at NXP Semiconductors (NXPI)?

Sundstrom received 841 Restricted Stock Units, each representing the conditional right to one NXP common share. These RSUs 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 shareholders.

How do the Restricted Stock Units reported by NXP Semiconductors (NXPI) convert into common shares?

Each Restricted Stock Unit reported for Karl-Henrik Sundstrom represents the conditional right to receive one share of NXP common stock. Upon vesting under the stated schedule, the RSUs convert into an equivalent number of common shares, increasing his direct equity holdings.