ON Semiconductor (ON) executive sells 48,860 common shares

Rhea-AI Filing Summary

ON Semiconductor executive Simon Keeton reported open-market sales of 48,860 common shares. The transactions occurred on February 17, 2026 in two trades: 4,597 shares at $71.5551 and 44,263 shares at $71.7701 per share.

After these sales, Keeton directly owned 198,995 common shares. The filing classifies both trades as open-market or private sales and lists his role as Group President, PSG.

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
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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^*

KEETON SIMON

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President, PSG

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S		4,597	D	$71.5551	243,258	D
Common	02/17/2026		S		44,263	D	$71.7701	198,995	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:

	/s/ Hope M. Spencer, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transaction did ON (ON SEMICONDUCTOR CORP) report?

ON reported that executive Simon Keeton sold 48,860 common shares. The Form 4 shows two open-market or private transactions on February 17, 2026, both involving ON common stock at prices just above $71 per share.

How many ON shares did Simon Keeton sell in this Form 4?

Simon Keeton sold a total of 48,860 ON common shares. The sales were split into 4,597 shares at $71.5551 and 44,263 shares at $71.7701, all recorded as open-market or private transactions on February 17, 2026.

At what prices were Simon Keeton’s ON shares sold?

The reported ON share sales occurred at $71.5551 and $71.7701 per share. One transaction covered 4,597 shares at $71.5551, and a second transaction covered 44,263 shares at $71.7701, both dated February 17, 2026.

How many ON shares does Simon Keeton own after the reported sales?

After the reported trades, Simon Keeton directly owned 198,995 ON common shares. This post-transaction holding is shown in the Form 4 as the total shares following the second open-market sale recorded on February 17, 2026.

What role does Simon Keeton hold at ON SEMICONDUCTOR CORP?

Simon Keeton is identified as Group President, PSG at ON SEMICONDUCTOR CORP. This officer title appears in the Form 4, alongside his status as an officer and the reported sales of ON common shares.

Were Simon Keeton’s ON share transactions direct or indirect?

The Form 4 classifies Simon Keeton’s ownership as direct for these ON share transactions. Both sales are labeled with ownership code “D” and direct_or_indirect marked “D,” indicating directly held common shares rather than indirect holdings through another entity.