ON Semiconductor (ON) CEO receives RSU grant and withholds shares for taxes

Rhea-AI Filing Summary

ON Semiconductor CEO & President Hassane El-Khoury reported equity compensation and related tax withholding transactions. On February 20, 2026, he acquired 75,315 shares of common stock at $0.00 per share as a grant/award acquisition, representing time-based restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date, subject to his continued employment through each vesting date. On February 21, 2026, 36,802 shares of common stock were disposed of at $69.11 per share as a tax-withholding disposition to cover taxes due upon the vesting of restricted stock units, rather than an open-market sale. Following these transactions, he held 1,054,123 shares of ON Semiconductor common stock directly.

Insider Trade Summary

Net Buyer: 38,513 shares

Net Buy 2 txns

Insider El-Khoury Hassane

Role CEO & President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common	36,802	$69.11	$2.54M
Grant/Award	Common	75,315	$0.00	$0.00

Holdings After Transaction: Common — 1,054,123 shares (Direct)

Footnotes (2)

1. F1. Represents time-based restricted stock units that will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued employment through the applicable vesting date.
2. F2. Represents shares withheld to cover taxes due upon the vesting of restricted stock units.

FAQ

What insider transactions did ON (ON Semiconductor) report for Hassane El-Khoury?

ON Semiconductor reported that CEO & President Hassane El-Khoury received a grant of 75,315 common shares as equity compensation and had 36,802 shares withheld to cover taxes upon restricted stock vesting, leaving him with 1,054,123 directly held shares afterward.

Was the ON (ON Semiconductor) CEO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. ON Semiconductor withheld 36,802 shares at $69.11 per share to satisfy taxes due when restricted stock units vested for CEO Hassane El-Khoury.

What equity award did ON (ON Semiconductor) grant to CEO Hassane El-Khoury?

ON Semiconductor granted Hassane El-Khoury 75,315 shares of common stock as a time-based restricted stock unit award. These RSUs vest in three equal annual installments starting one year after the grant date, contingent on his continued employment at each vesting date.

How many ON (ON Semiconductor) shares does CEO Hassane El-Khoury hold after the Form 4 events?

After the reported Form 4 transactions, CEO Hassane El-Khoury directly holds 1,054,123 shares of ON Semiconductor common stock. This figure reflects the grant of 75,315 shares and the withholding of 36,802 shares for tax obligations tied to RSU vesting.

How do the ON (ON Semiconductor) CEO’s RSUs vest over time?

The CEO’s 75,315 restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, with each installment requiring that Hassane El-Khoury remain employed through the applicable vesting date to receive the underlying shares.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 04:52 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

El-Khoury Hassane

(Last) (First) (Middle)

5701 NORTH PIMA ROAD

(Street)

SCOTTSDALE AZ 85250

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	02/20/2026		A		75,315(1)	A	$0.0000	1,090,925	D
Common	02/21/2026		F		36,802(2)	D	$69.11	1,054,123	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents time-based restricted stock units that will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued employment through the applicable vesting date.

2. Represents shares withheld to cover taxes due upon the vesting of restricted stock units.

	/s/ Hope M. Spencer, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.