Hardy Andrew 4

What Happened

• Andrew Hardy, Executive VP and Chief Sales Officer of NXP (NXPI), had 4,880 restricted stock units (RSUs) convert to common shares on April 30, 2026. The RSU conversion is reported as an exercise/conversion of a derivative (code M).
• To cover tax withholding, 2,483 of those shares were withheld/disposed at $289.25 per share, generating $718,208 (code F). The net shares delivered to Hardy were 2,397 (4,880 vested − 2,483 withheld). This was not an open-market sale for investment proceeds but a routine tax-withholding event tied to RSU vesting.

Key Details

• Transaction date: 2026-04-30; Filing date: 2026-05-01 (filed the next day).
• RSU conversion: 4,880 shares reported as exercised/converted (code M) at $0.00 per-share exercise price (RSUs convert to shares without cash exercise price).
• Tax withholding: 2,483 shares disposed (code F) at $289.25/share = $718,208 withheld for taxes.
• Net shares received: 2,397 (4,880 − 2,483).
• Shares owned after transaction: not disclosed in the provided Form 4 excerpt.
• Footnotes: F1 confirms each RSU equals one share on vesting; F2 notes these RSUs vest in two equal annual installments from the 4/30/2024 grant date.

Context

• This is a standard RSU vesting and tax-withholding transaction (often called a cashless/stock-withhold settlement). It is routine and does not necessarily indicate a buy or sell decision by the insider beyond meeting tax obligations.
• The per-share withholding price ($289.25) was used to calculate tax liability; there is no indication of an open-market sale beyond the shares withheld for taxes.