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NXPI insider filing: award vesting and F-code sales reported

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) reported insider transactions by its CEO & President. On 11/07/2025, 1,614 shares were acquired (code M) and 765 shares were disposed (code F) at $206.45. On 11/10/2025, 5,532 shares were acquired at $0 (footnote 1 describes performance stock unit vesting) and 2,810 shares were disposed (code F) at $204.56. Following these transactions, direct beneficial ownership stood at 10,551 shares.

Table II shows activity in restricted stock units corresponding to 1,614 underlying shares, with 1,616 derivative securities held directly afterward.

Positive

  • None.

Negative

  • None.

Insights

Routine Form 4: vesting-related acquisitions and coded F disposals.

The CEO & President reported equity award vesting and related transactions. Acquisitions included 5,532 shares at $0 tied to a performance stock unit award described in footnote 1, and 1,614 shares associated with RSUs. Dispositions coded F occurred at $206.45 and $204.56. Direct holdings after these steps were 10,551 shares.

These entries reflect standard award mechanics noted in the footnotes without indicating new financing or company cash flows. Actual market impact depends on holder actions and volume; the filing lists the transactions and resulting holdings only.

Insider Sotomayor Rafael
Role CEO & President
Type Security Shares Price Value
Grant/Award Common Stock 5,532 $0.00 --
Tax Withholding Common Stock 2,810 $204.56 $575K
Exercise Restricted Stock Unit 1,614 $0.00 --
Exercise Common Stock 1,614 $0.00 --
Tax Withholding Common Stock 765 $206.45 $158K
Holdings After Transaction: Common Stock — 13,361 shares (Direct); Restricted Stock Unit — 1,616 shares (Direct)
Footnotes (1)
  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. Each Restricted Stock Unit represents the conditional right to receive one share of common stock. 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).
Form 4 Insider Transactions: What Each Field Means →
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*
Sotomayor Rafael
(Last) (First) (Middle)
60 HIGH TECH CAMPUS
(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)
CEO & President
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 1,614 A $0 8,594 D
Common Stock 11/07/2025 F 765 D $206.45 7,829 D
Common Stock 11/10/2025 A 5,532(1) A $0 13,361 D
Common Stock 11/10/2025 F 2,810 D $204.56 10,551 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 1,614 (3) 11/07/2026 Common Stock 1,614 $0 1,616 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/ Rafael Sotomayor 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did NXP (NXPI) disclose in this Form 4?

The CEO & President reported share acquisitions from award vesting and dispositions coded F on 11/07/2025 and 11/10/2025, with 10,551 shares held directly afterward.

How many shares did the NXPI CEO acquire and dispose?

Acquisitions: 1,614 shares (11/07/2025) and 5,532 shares (11/10/2025). Dispositions: 765 shares at $206.45 (11/07/2025) and 2,810 shares at $204.56 (11/10/2025).

What prices were reported for the NXPI share dispositions?

Reported prices were $206.45 on 11/07/2025 for 765 shares and $204.56 on 11/10/2025 for 2,810 shares.

What are the CEO’s direct holdings after the transactions?

Direct beneficial ownership was 10,551 shares following the reported transactions.

What do the NXPI Form 4 footnotes say about the awards?

Footnote 1 describes PSUs that cliff vest after a three-year performance period (11/01/2022–10/31/2025) upon certification of performance conditions. RSUs represent the right to receive one share each.

Were derivative securities reported for NXPI?

Yes. The table shows RSU activity tied to 1,614 underlying shares, with 1,616 derivative securities held directly afterward.