CLAYTON ANNETTE K 4

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.