ON Semiconductor (ON) CFO disposes of 66,709 shares in Form 4 filing

Rhea-AI Filing Summary

ON Semiconductor Corp executive Thad Trent, the Exec VP & CFO, reported several stock transactions. On February 10, 2026, he disposed of 6,709 common shares at $67.38 per share to cover taxes owed on vesting performance-based restricted stock units.

On February 12, 2026, he executed open-market sales totaling 60,000 common shares in multiple trades, including 1,300 shares at a weighted average of $71.7031, 2,200 at $73.3936, 7,000 at $72.8766, and 49,500 at $70.8719. After these transactions, he directly owned 339,460 common shares of ON Semiconductor Corp.

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).

X

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^*

Thad Trent

(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)
	Exec VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		6,709(1)	D	$67.38	399,460	D
Common	02/12/2026		S		1,300	D	$71.7031(2)	398,160	D
Common	02/12/2026		S		2,200	D	$73.3936(3)	395,960	D
Common	02/12/2026		S		7,000	D	$72.8766(4)	388,960	D
Common	02/12/2026		S		49,500	D	$70.8719(5)	339,460	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 shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.

2. This disposition transaction was executed in multiple trades at prices ranging from $71.25 to $72.17. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

3. This disposition transaction was executed in multiple trades at prices ranging from $73.27 to $73.61. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This disposition transaction was executed in multiple trades at prices ranging from $72.27 to $73.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. This disposition transaction was executed in multiple trades at prices ranging from $70.24 to $71.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Hope M. Spencer, Attorney-in-Fact	02/12/2026
	** 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 insider activity did ON (ON Semiconductor Corp) report for Thad Trent?

ON Semiconductor’s Exec VP & CFO Thad Trent reported tax withholding and share sales. He disposed of 6,709 shares for tax withholding and sold 60,000 common shares in open-market transactions, leaving him with 339,460 directly owned shares after the reported activity.

How many ON Semiconductor (ON) shares did the CFO sell on February 12, 2026?

On February 12, 2026, the CFO sold a total of 60,000 ON Semiconductor common shares. These were executed in several open-market trades of 1,300, 2,200, 7,000, and 49,500 shares at different weighted average prices disclosed in the filing.

What were the sale prices for Thad Trent’s ON Semiconductor (ON) stock transactions?

The filing lists weighted average sale prices of $71.7031, $73.3936, $72.8766, and $70.8719 per ON Semiconductor share. Footnotes note each sale was executed in multiple trades within specified price ranges around these averages.

Why were 6,709 ON Semiconductor (ON) shares disposed of on February 10, 2026?

The 6,709 ON Semiconductor shares disposed of on February 10, 2026 were withheld to cover taxes due on vesting performance-based restricted stock units. This type of transaction is a tax-withholding event rather than an open-market sale by the executive.

How many ON Semiconductor (ON) shares does the CFO own after these Form 4 transactions?

After the reported transactions, the CFO directly owns 339,460 ON Semiconductor common shares. This figure reflects the tax-withholding share disposition on February 10, 2026 and the multiple open-market sales completed on February 12, 2026.

Are Thad Trent’s ON Semiconductor (ON) stock sales executed as open-market transactions?

Yes. The Form 4 describes the February 12, 2026 transactions with code “S” as open-market sales. Footnotes explain each disposition was executed in multiple trades within specified price ranges, with a weighted average sale price reported for each transaction line.