NXP (NXPI) insider reports award vesting and tax withholding

Rhea-AI Filing Summary

NXP Semiconductors N.V. (NXPI) reported insider activity by its EVP, Chief Operations Officer, reflecting equity award vesting and related tax withholding. On 11/07/2025, 1,453 shares of common stock were acquired at $0 upon RSU conversion (Code M), followed by the withholding of 627 shares at $206.45 for taxes (Code F). After these, the insider held 9,447 shares directly.

On 11/10/2025, 5,071 shares were acquired at $0 from a performance stock unit vesting (Code A) tied to a three-year performance period, and 2,576 shares were withheld at $204.56 for taxes (Code F). Following these transactions, the insider directly owned 11,942 shares. A related RSU line shows 1,454 derivative units remaining beneficially owned after the 11/07/2025 conversion.

Insider Trade Summary

Net Buyer: 3,321 shares

Net Buy 5 txns

Insider Micallef Andrew

Role EVP, Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,071	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,576	$204.56	$527K
Exercise	Restricted Stock Unit	1,453	$0.00	$0.00
Exercise	Common Stock	1,453	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	627	$206.45	$129K

Holdings After Transaction: Restricted Stock Unit — 1,454 shares (Direct); Common Stock — 11,942 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
3. F3. 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).

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/12/2025 - 07:24 AM Learn about SEC filing dates

FAQ

What did NXPI's COO report on Form 4?

The EVP, Chief Operations Officer reported equity vesting and tax withholding: 1,453 RSU shares acquired on 11/07/2025 and 5,071 PSU shares on 11/10/2025, with shares withheld for taxes.

How many NXPI shares did the officer acquire?

1,453 shares from RSU conversion on 11/07/2025 and 5,071 shares from a performance stock unit vesting on 11/10/2025.

What shares were withheld for taxes and at what prices?

627 shares were withheld at $206.45 on 11/07/2025, and 2,576 shares were withheld at $204.56 on 11/10/2025.

How many NXPI shares did the officer own after these transactions?

Direct ownership was 11,942 shares following the 11/10/2025 transactions.

What derivative securities remain after the RSU conversion?

The filing shows 1,454 restricted stock units beneficially owned after the 11/07/2025 conversion.

What performance condition applied to the 5,071-share vesting?

The award cliff vested after a three-year period (11/01/2022–10/31/2025) based on relative total shareholder return vs. a pre-established peer group.

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^*

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)
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		1,453	A	$0	10,074	D
Common Stock	11/07/2025		F		627	D	$206.45	9,447	D
Common Stock	11/10/2025		A		5,071(1)	A	$0	14,518	D
Common Stock	11/10/2025		F		2,576	D	$204.56	11,942	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			1,453	(3)	11/07/2026	Common Stock	1,453	$0	1,454	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/ Andrew Micallef 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.