NXP Semiconductors (NXPI) COO Micallef Sells 1,000 Shares in Planned Trade

Rhea-AI Filing Summary

NXP Semiconductors N.V. executive Andrew Micallef, the company’s EVP and Chief Operations Officer, reported a routine insider transaction. On 12/15/2025, he sold 1,000 shares of NXP common stock at a price of $230.78 per share. After this sale, he directly beneficially owned 10,942 shares of NXP common stock.

The filing notes that this sale occurred automatically under a pre-arranged Rule 10b5-1 trading plan that Micallef adopted on August 7, 2024. Such plans are designed to allow insiders to sell shares on a scheduled basis, helping separate personal stock transactions from day-to-day corporate developments.

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).

X

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^*

Micallef Andrew

(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, Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		S		1,000	D	$230.78	10,942	D(1)

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

Explanation of Responses:

1. The reported sale of 1,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 7, 2024.

Remarks:

	/s/ Andrew Micallef by Timothy Shelhamer under Power of Attorney	12/17/2025
	** 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 insider transaction did NXP Semiconductors (NXPI) report in this Form 4?

The filing reports that EVP and Chief Operations Officer Andrew Micallef sold 1,000 shares of NXP Semiconductors N.V. common stock on 12/15/2025.

At what price were the NXP Semiconductors (NXPI) shares sold by the executive?

The 1,000 shares of NXP Semiconductors N.V. common stock were sold at a price of $230.78 per share.

How many NXP Semiconductors (NXPI) shares does the insider own after the reported sale?

Following the reported transaction, Andrew Micallef beneficially owned 10,942 shares of NXP Semiconductors N.V. common stock in direct ownership.

Was the NXP Semiconductors (NXPI) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing explains that the sale of 1,000 shares occurred automatically under a Rule 10b5-1 trading plan adopted by Andrew Micallef on August 7, 2024.

What is the role of the reporting person in NXP Semiconductors (NXPI)?

The reporting person, Andrew Micallef, is an officer of NXP Semiconductors N.V., serving as EVP, Chief Operations Officer.

Is this NXP Semiconductors (NXPI) Form 4 filed by one or multiple reporting persons?

The document indicates that the Form 4 is filed by one reporting person, not by a group.