NXP Insider Sale: 1,000 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) insider Andrew Micallef, the company's EVP and Chief Operations Officer, reported a sale of 1,000 shares on 09/15/2025 at $216.21 per share. The filing states the sale occurred automatically under a Rule 10b5-1 trading plan adopted by the reporting person on 08/07/2024. After the transaction, the reporting person beneficially owned 6,828 shares, held directly. The Form 4 was signed on 09/16/2025 by Andrew Micallef by Timothy Shelhamer under power of attorney.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating the sale was pre-planned and follows an established trading policy
• Filing shows ongoing compliance with Section 16 reporting requirements

Negative

• Insider sale of 1,000 shares reduces the reporting person’s direct holdings to 6,828 shares

Insights

Financial Analyst

TL;DR: An executive sold a modest number of shares under a pre-established plan; transaction appears routine and non-material to company fundamentals.

The sale of 1,000 shares at $216.21 was executed under a Rule 10b5-1 plan adopted 08/07/2024, which indicates the trade was pre-planned rather than a discretionary insider sale. With 6,828 shares remaining beneficially owned, the transaction represents a limited change in insider exposure and does not provide new information about company performance or guidance. For investors, this filing documents compliance with Section 16 reporting and internal trading policies.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan shows governance compliance; signature by POA is standard administrative practice.

The Form 4 discloses that the sale occurred automatically pursuant to a Rule 10b5-1 plan adopted 08/07/2024, which is consistent with governance best practices for scheduled insider trading. The signature executed by Timothy Shelhamer under power of attorney on 09/16/2025 is a routine filing step. There are no disclosures of additional related-party transactions or changes in role that would raise governance concerns.

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).

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)
09/15/2025

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	09/15/2025		S		1,000	D	$216.21	6,828	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	09/16/2025
	** 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 insider Andrew Micallef report on Form 4?

He reported a sale of 1,000 shares of NXP Semiconductors common stock on 09/15/2025 at a price of $216.21 per share.

Was the sale part of a trading plan?

Yes. The filing states the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted on 08/07/2024.

How many NXPI shares does Andrew Micallef beneficially own after the transaction?

The Form 4 reports 6,828 shares beneficially owned following the reported transaction.

What is Andrew Micallef’s role at NXP?

The filing lists him as an insider with the relationship: Officer — EVP, Chief Operations Officer.

When was the Form 4 signed?

The form was signed on 09/16/2025 by Andrew Micallef by Timothy Shelhamer under power of attorney.