ON (ON Semiconductor) files Form 144 for 15,000-share sale on NASDAQ

Rhea-AI Filing Summary

ON Semiconductor Corp filed a Form 144 reporting a proposed sale of 15,000 common shares through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value of $768,259.50 and 408,973,992 shares outstanding. The filing lists an approximate sale date of 08/13/2025. The shares were acquired on 02/11/2023 via restricted stock vesting under a registered plan, and payment was recorded on that date. The filer reports no securities sold in the past three months. This Form 144 is a routine disclosure that specifies size, provenance, and execution channel for the planned sale.

Insights

Securities Analyst

TL;DR: Planned sale of 15,000 ON shares is immaterial relative to outstanding stock and reads as routine Rule 144 disclosure.

The Form 144 shows a proposed disposition of 15,000 common shares via Morgan Stanley Smith Barney with an aggregate value of $768,259.50. Compared with 408,973,992 shares outstanding, the sale equals roughly 0.0037% of the outstanding shares, indicating negligible market impact. The securities were acquired by restricted stock vesting on 02/11/2023, and there are no reported sales in the prior three months, which supports a view that this is a routine, compliant sale of vested equity rather than an active trading pattern.

Corporate Governance Expert

TL;DR: Filing documents compliant insider disposition of vested awards; size is small and disclosure is complete for Rule 144 purposes.

The notice documents the intended sale channel, broker, and the origin of the shares (restricted stock vesting under a registered plan on 02/11/2023). The absence of any reported sales in the last three months and the explicit declaration of no undisclosed material adverse information are standard certifications on this form. Given the 15,000-share size versus 408,973,992 outstanding, this is unlikely to raise governance or market-impact concerns but does satisfy transparency expectations for officer/director/affiliate dispositions.

FAQ

What does the ON (ON Semiconductor) Form 144 report?

The Form 144 reports a proposed sale of 15,000 common shares of ON Semiconductor to be executed via Morgan Stanley Smith Barney LLC on NASDAQ.

When is the approximate sale date listed on the ON Form 144?

The filing lists an approximate sale date of 08/13/2025.

What is the aggregate market value and how many shares are outstanding?

The aggregate market value is listed as $768,259.50, and the filing reports 408,973,992 shares outstanding.

How were the ON shares being sold originally acquired?

The securities were acquired on 02/11/2023 through restricted stock vesting under a registered plan, with payment recorded on that date.

Has the filer sold any ON securities in the past three months?

The filing states Nothing to Report for securities sold during the past three months.

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

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Accepted by SEC EDGAR 08/13/2025 - 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	15000	768259.50	408973992	08/13/2025	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	02/11/2023	Restricted stock vesting under a registered plan	Issuer			15000	02/11/2023	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	08/13/2025
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)