Simon Keeton sells 48,860 ON shares (NASDAQ: ON) in Form 144 notice

Rhea-AI Filing Summary

Simon Keeton reported a proposed sale of 48,860 shares of Common Stock of ON. The filing lists a transaction date of 02/17/2026 and a transaction value of $3,505,698.73. The notice also lists prior issuer-side awards including 25,406 performance shares and 5,618 restricted shares (dated in 2024).

Insights

Securities Compliance Expert

Form 144 notifies the market of an insider resale filing; the listed sale is 48,860 shares.

Form 144 provides a statutory notice of intent to sell restricted or control securities. The filing cites a trade date of 02/17/2026 and an indicated aggregate value of $3,505,698.73, consistent with a sizable single-holder disposition.

Secondary details show earlier issuer-side awards (performance shares 25,406, restricted stock 5,618) dated in 2024; these are context about holdings or issuances rather than the resale mechanics. Subsequent public filings will show execution details and any Rule 144 compliance information.

Key Figures

Shares reported for sale: 48,860 shares Aggregate transaction value: $3,505,698.73 Performance shares listed: 25,406 shares +2 more

5 metrics

Shares reported for sale 48,860 shares proposed sale on 02/17/2026

Aggregate transaction value $3,505,698.73 value listed for 48,860 shares on 02/17/2026

Performance shares listed 25,406 shares Performance Shares dated 02/02/2024

Restricted stock listed 5,618 shares Restricted Stock dated 02/10/2024

Employee Stock Purchase Plan entries 100, 85, 88, 75, 91 shares Multiple ESPP entries dated 2024–03/31/2025

Key Terms

Form 144, Employee Stock Purchase Plan, Performance Shares, Restricted Stock

4 terms

Form 144 regulatory

"Securities Sold During The Past 3 Months 02/17/2026 48860 3505698.73"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Employee Stock Purchase Plan financial

"Employee Stock Purchase Plan | Issuer | 03/31/2025 | 100"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Performance Shares financial

"Performance Shares | Issuer | 02/02/2024 | 25406"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Restricted Stock financial

"Restricted Stock | Issuer | 02/10/2024 | 5618"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	31463	3313172.19	391903191	05/11/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/31/2025	Employee Stock Purchase Plan	Issuer			100	03/31/2025	Cash
Common	06/30/2024	Employee Stock Purchase Plan	Issuer			85	06/30/2024	Cash
Common	12/31/2024	Employee Stock Purchase Plan	Issuer			88	12/31/2024	Cash
Common	03/31/2024	Employee Stock Purchase Plan	Issuer			75	03/31/2024	Cash
Common	09/30/2024	Employee Stock Purchase Plan	Issuer			91	09/30/2024	Cash
Common	02/02/2024	Performance Shares	Issuer			25406	02/02/2024	Not Applicable
Common	02/10/2024	Restricted Stock	Issuer			5618	02/10/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
SIMON KEETON 5701 N. Pima Road Scottsdale AZ 85250	Common	02/17/2026	48860	3505698.73

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did ON's Form 144 disclose for Simon Keeton?

The Form 144 reports a proposed sale of 48,860 shares of ON common stock on 02/17/2026, with an aggregate value of $3,505,698.73. The filing is a statutory notice of intent to sell restricted or control shares.

Does the filing confirm the sale execution for ON shares?

No; the filing notifies intent to sell and lists the trade date 02/17/2026 and amount 48,860 shares. Actual settlement or method of sale is not confirmed in this notice.

What other securities are listed in the ON excerpt?

The excerpt lists issuer-side grants including 25,406 performance shares (dated 02/02/2024) and 5,618 restricted shares (dated 02/10/2024), plus multiple Employee Stock Purchase Plan entries with small share counts.

What is the purpose of Form 144 for ON shareholders?

Form 144 provides public notice when certain insiders or affiliates intend to sell restricted or control securities. It does not itself effect a sale but signals a planned disposition by the reporting holder.