CLAYTON ANNETTE K 4

4 · NXP Semiconductors N.V. · Filed Jun 12, 2026

AI-generated summary of this filing

Updated Jun 12, 2026

NXP Director Annette K. Clayton Exercises RSUs; 513 Shares Withheld

What Happened

Annette K. Clayton, a director of NXP Semiconductors (NXPI), had 1,035 restricted stock units (RSUs) convert/exercise into common shares on 2026-06-10. Of those, 513 shares were withheld to cover tax liabilities at $297.41 per share (total withheld value $152,571), leaving 522 net shares delivered. On the same date she was granted 841 new RSUs (no cash exchanged).

Key Details

Transaction date: 2026-06-10; Form 4 filed: 2026-06-12 (timely, within standard 2-business-day window).
Conversion/Exercise: 1,035 shares from derivative converted (code M) — acquisition reported at $0.00 (RSU conversion).
Tax withholding/payment: 513 shares disposed (code F) at $297.41 = $152,571 (covers tax liability).
Grant: 841 RSUs granted (code A) at $0.00 (these are RSUs, not immediately tradable shares).
Net shares received from the conversion: 1,035 − 513 = 522 shares.
Shares owned after the transaction: not specified in the provided summary.
Relevant footnotes: F1/F3 — each RSU represents a conditional right to one share; F2 — prior RSU vests 100% on earlier of 1st anniversary of 06/11/2025 grant and next AGM; F4 — new RSU vests 100% on earlier of 1st anniversary of 06/10/2026 grant and next AGM.

Context

This appears to be a routine RSU vesting and tax-withholding event (a form of “cashless” settlement where shares are withheld to satisfy tax obligations), not an open-market sale or a cash purchase. The grant of 841 RSUs is a future-dated award subject to vesting conditions and does not represent immediate buying/selling in the market.

Form 4

Period: 2026-06-10

Director

Transactions

Exercise/Conversion
Common Stock
2026-06-10+1,035→ 4,043 total
Tax Payment
Common Stock
2026-06-10$297.41/sh−513$152,571→ 3,530 total
Exercise/Conversion
Restricted Stock Unit
[F1][F2]
2026-06-10−1,035→ 0 total
→ Common Stock (1,035 underlying)
Award
Restricted Stock Unit
[F3][F4]
2026-06-10+841→ 841 total
→ Common Stock (841 underlying)

Footnotes (4)

[F1]Each Restricted Stock Unit represents the conditional right to receive one share of common stock.
[F2]The Restricted Stock Units vest 100% on the earlier of the first anniversary of the 06/11/2025 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V.
[F3]Each restricted stock unit represents the conditional right to receive one share of the common stock
[F4]The RSU vests 100% on the earlier of the first anniversary of the 6/10/2026 grant date and the date of the next annual general meeting of the shareholders of NXP Semiconductors N.V.

Signature

/s/ Annette K. Clayton by Timothy Shelhamer under Power of Attorney|2026-06-12

1 file