ON Semiconductor (ON) executive logs RSU grant and tax-withholding share dispositions

Rhea-AI Filing Summary

ON Semiconductor Group President Sudhir Gopalswamy reported equity compensation activity involving company common shares. On February 20, 2026, he acquired 31,834 shares through a grant of time-based restricted stock units, which will vest in three equal annual installments, subject to continued employment.

To cover taxes upon vesting of restricted stock units, there were tax-withholding dispositions of 1,455 shares on February 20, 2026 and 9,583 shares on February 21, 2026 at a price of $69.11 per share. After these transactions, he held 180,057 common shares directly.

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

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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^*

GOPALSWAMY SUDHIR

(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, AMG & ISG

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		31,834(1)	A	$0.0000	191,095	D
Common	02/20/2026		F		1,455(2)	D	$69.11	189,640	D
Common	02/21/2026		F		9,583(2)	D	$69.11	180,057	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.
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FAQ

What did ON (ON Semiconductor) executive Sudhir Gopalswamy report in this Form 4?

He reported equity compensation activity, including a grant of 31,834 time-based restricted stock units and related tax-withholding share dispositions. All transactions involved ON Semiconductor common shares and reflect routine compensation and tax settlement mechanics rather than open-market buying or selling.

How many ON Semiconductor shares were granted to Sudhir Gopalswamy in this filing?

He was granted 31,834 shares through time-based restricted stock units. These RSUs vest in three equal annual installments starting on the first anniversary of the grant date, conditioned on his continued employment with ON Semiconductor through each applicable vesting date.

Were any ON Semiconductor shares sold on the open market in this Form 4?

No open-market sales were reported. The filing shows tax-withholding dispositions of 1,455 shares and 9,583 shares at $69.11 per share, used to satisfy tax obligations triggered by the vesting of restricted stock units, rather than discretionary selling.

What are the vesting terms of the ON Semiconductor restricted stock units granted?

The restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date and is expressly subject to Sudhir Gopalswamy’s continued employment with ON Semiconductor through each scheduled vesting date, according to the filing’s footnote.

How many ON Semiconductor shares did Sudhir Gopalswamy own after these transactions?

Following the reported grant and tax-withholding dispositions, he directly owned 180,057 shares of ON Semiconductor common stock. This figure reflects his holdings after all Form 4 transactions listed in the filing were completed and recorded as of the reported dates.

What price per share was used for the ON Semiconductor tax-withholding dispositions?

The tax-withholding dispositions used a price of $69.11 per share. This price applied to both the 1,455 shares withheld on February 20, 2026 and the 9,583 shares withheld on February 21, 2026 to cover tax liabilities from restricted stock unit vesting.