Insider Simon Keeton plans $3.5M ON (NASDAQ: ON) stock sale

Rhea-AI Filing Summary

onsemi insider Simon Keeton has filed a notice of proposed share sales under Rule 144. The filing covers 48,860 shares of common stock with an aggregate market value of $3,505,698.73, to be sold through Morgan Stanley Smith Barney LLC on NASDAQ, with an approximate sale date of February 17, 2026.

The securities to be sold were acquired through restricted stock, performance share awards, and an employee stock purchase plan. The filing also notes that Keeton sold 21,000 common shares in the past three months for gross proceeds of $1,170,057.00. Shares of the issuer outstanding were 394,020,530.

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	48860	3505698.73	394020530	02/17/2026	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	03/02/2023	Restricted Stock	Issuer			5518	03/02/2023	Not Applicable
Common	02/15/2022	Performance Shares	Issuer			38745	02/15/2022	Not Applicable
Common	03/31/2018	Employee Stock Purchase Plan	Issuer			4597	03/31/2018	Cash

* 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	12/04/2025	21000	1170057.00

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 does the Form 144 filing by Simon Keeton mean for ON?

The filing shows insider Simon Keeton plans to sell 48,860 ON shares under Rule 144. These are planned secondary sales, not new share issuances, so the company does not raise capital and existing shareholders are not diluted by this filing.

How many ON (ON) shares is Simon Keeton planning to sell?

The notice covers a proposed sale of 48,860 shares of ON common stock. The filing lists an aggregate market value of $3,505,698.73 for these shares, to be sold through Morgan Stanley Smith Barney LLC on NASDAQ around February 17, 2026.

How large are Simon Keeton’s planned ON share sales versus shares outstanding?

The filing lists 48,860 ON shares proposed for sale compared with 394,020,530 shares outstanding. This indicates the planned transaction is small relative to total common shares, based on the outstanding share figure included in the same notice.

What recent ON (ON) share sales has Simon Keeton already completed?

The filing reports that 21,000 ON common shares were sold on December 4, 2025, generating $1,170,057.00 in gross proceeds. This reflects actual sales during the prior three months in addition to the new proposed Rule 144 transaction.

How did Simon Keeton acquire the ON shares listed in the Form 144?

The shares come from restricted stock, performance shares, and an employee stock purchase plan. Acquisitions occurred on March 2, 2023, February 15, 2022, and March 31, 2018, with some purchased for cash and others received as equity awards from the issuer.

Which broker is handling the planned ON (ON) Rule 144 sale?

The notice identifies Morgan Stanley Smith Barney LLC Executive Financial Services as broker for the proposed sale of 48,860 ON common shares. The planned sales are listed as occurring on the NASDAQ exchange around February 17, 2026, subject to market conditions and Rule 144.