ON holder plans Rule 144 sale of 20,000 shares

A shareholder of ON has filed a notice of intent to sell 20,000 common shares under Rule 144.

Rhea-AI Filing Summary

A shareholder of ON has filed a notice of intent to sell 20,000 common shares under Rule 144. The shares are to be sold through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value of $1,460,414.00, on the NASDAQ around 02/12/2026.

The securities were acquired as restricted stock vesting under a registered plan from the issuer on 02/07/2023 (12,027 shares) and 02/12/2023 (7,973 shares), both paid as “Not Applicable” in cash terms. Shares outstanding were 394,020,530 at the time referenced, which is a baseline figure for the company’s equity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does ON’s latest Form 144 filing disclose?

The filing discloses a planned sale of 20,000 ON common shares under Rule 144. The shares are to be sold through Morgan Stanley Smith Barney LLC on the NASDAQ, reflecting an intended secondary sale by an existing holder.

How many ON (ON) shares are planned to be sold under this notice?

The notice covers a planned sale of 20,000 common shares of ON. These shares have an aggregate market value of $1,460,414.00 based on the figures in the filing, and represent part of the holder’s existing equity position.

What is the aggregate market value of ON shares in this Form 144?

The planned 20,000 ON common shares have an aggregate market value of $1,460,414.00. This value reflects the market price at the time referenced in the filing and is used to quantify the size of the proposed Rule 144 sale.

When are the ON (ON) shares expected to be sold?

The filing lists an approximate sale date of 02/12/2026 for the 20,000 ON common shares. This date indicates when the holder expects to begin selling the shares on the NASDAQ, subject to market conditions and Rule 144 requirements.

How were the ON shares in this Form 144 originally acquired?

The shares were acquired as restricted stock vesting under a registered plan from the issuer. Vesting occurred on 02/07/2023 for 12,027 shares and 02/12/2023 for 7,973 shares, reflecting equity compensation rather than open-market purchases.

How many ON (ON) shares were outstanding according to the filing?

The filing notes that 394,020,530 ON common shares were outstanding. This figure provides context for the company’s total equity base and allows comparison of the 20,000-share planned sale size to the broader share count.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 04:12 PM Learn about SEC filing dates

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	0001558882
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ON SEMICONDUCTOR CORPORATION
SEC File Number	001-39317
Address of Issuer	5701 N. Pima Road Scottsdale ARIZONA 85250
Phone	(602) 244-6600
Name of Person for Whose Account the Securities are To Be Sold	EL-KHOURY LIVING TRUST
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	Officer
Relationship to Issuer	Director

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	20000	1460414.00	394020530	02/12/2026	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	02/07/2023	Restricted stock vesting under a registered plan	Issuer			12027	02/07/2023	Not Applicable
Common	02/12/2023	Restricted stock vesting under a registered plan	Issuer			7973	02/12/2023	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

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	02/12/2026
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	/s/ Hassane El-Khoury, Trustee
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)