[Form 4] NXP Semiconductors N.V. Insider Trading Activity

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) disclosed insider equity changes by its EVP, Chief People Officer. On 11/07/2025, 1,480 shares were issued at $0 from restricted stock units, followed by 570 shares withheld at $206.45 for taxes. On 11/10/2025, 5,532 shares were delivered at $0 upon performance stock unit vesting, then 2,177 shares were withheld at $204.56 for taxes. After these transactions, the officer directly owns 12,265 common shares. Derivative holdings indicate 1,481 restricted stock units remain, with installments vesting through 11/07/2026.

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

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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^*

Jensen Christopher L

(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 People 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		1,480	A	$0	9,480	D
Common Stock	11/07/2025		F		570	D	$206.45	8,910	D
Common Stock	11/10/2025		A		5,532(1)	A	$0	14,442	D
Common Stock	11/10/2025		F		2,177	D	$204.56	12,265	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			1,480	(3)	11/07/2026	Common Stock	1,480	$0	1,481	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/ Christopher L. Jensen 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 Form 4 report for the EVP, Chief People Officer?

It reported RSU and PSU settlements and tax withholdings on 11/07/2025 and 11/10/2025, updating direct share ownership and remaining RSUs.

How many NXPI shares were acquired from equity awards?

On 11/07/2025, 1,480 shares were issued at $0. On 11/10/2025, 5,532 shares were delivered at $0 upon PSU vesting.

How many NXPI shares were withheld for taxes and at what prices?

On 11/07/2025, 570 shares at $206.45; on 11/10/2025, 2,177 shares at $204.56.

How many NXPI shares does the officer own after the transactions?

Direct ownership is 12,265 common shares after the reported transactions.

What RSUs remain outstanding for the officer at NXPI?

Derivative holdings show 1,481 restricted stock units remaining, vesting in installments through 11/07/2026.

What triggered the 5,532-share PSU delivery at NXPI?

Cliff vesting after the 11/01/2022–10/31/2025 performance period and certification of performance based on relative total shareholder return.