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

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) Chief Sales Officer Andrew Hardy reported equity award activity on Form 4. On 11/07/2025, 807 shares were acquired at $0 upon RSU conversion (code M), with 410 shares withheld to cover taxes at $206.45 (code F). On 11/10/2025, 1,071 shares vested at $0 from a performance stock unit award (code A), and 544 shares were withheld at $204.56 (code F). He directly held 3,789 shares after the last transaction, and 809 RSUs remained outstanding. The RSUs vest in three equal annual installments on the anniversary of the 11/07/2023 grant date.

Positive

  • None.

Negative

  • None.
Insider Hardy Andrew
Role Chief Sales Officer
Type Security Shares Price Value
Grant/Award Common Stock 1,071 $0.00 --
Tax Withholding Common Stock 544 $204.56 $111K
Exercise Restricted Stock Unit 807 $0.00 --
Exercise Common Stock 807 $0.00 --
Tax Withholding Common Stock 410 $206.45 $85K
Holdings After Transaction: Common Stock — 4,333 shares (Direct); Restricted Stock Unit — 809 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*
Hardy Andrew
(Last) (First) (Middle)
60 HIGH TECH CAMPUS
(Street)
EINDHOVEN P7 5656
(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)
Chief Sales 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 807 A $0 3,672 D
Common Stock 11/07/2025 F 410 D $206.45 3,262 D
Common Stock 11/10/2025 A 1,071(1) A $0 4,333 D
Common Stock 11/10/2025 F 544 D $204.56 3,789 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 807 (3) 11/07/2026 Common Stock 807 $0 809 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 Hardy 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 NXPI's Chief Sales Officer report on this Form 4?

Andrew Hardy reported vesting and related tax-withholding transactions in company stock and RSUs on 11/07/2025 and 11/10/2025.

How many shares vested or were acquired in the reported transactions?

807 shares were acquired upon RSU conversion on 11/07/2025 and 1,071 shares vested from a performance stock unit award on 11/10/2025.

What were the tax withholding prices?

Shares were withheld to cover taxes at $206.45 on 11/07/2025 and $204.56 on 11/10/2025.

How many shares did the reporting person own after these transactions?

He directly owned 3,789 shares after the 11/10/2025 transaction.

How many RSUs remain outstanding for the reporting person?

He beneficially owned 809 RSUs following the reported transactions.

What is the vesting schedule for the RSUs?

The RSUs vest in three equal annual installments on the anniversary of the 11/07/2023 grant date, subject to award terms.

What triggered the 1,071-share vesting on 11/10/2025?

It reflects vesting of a performance stock unit award based on certified performance over 11/01/2022–10/31/2025.