ON Semiconductor (ON) executive logs RSU grant and tax share withholdings

Rhea-AI Filing Summary

ON Semiconductor Group President, PSG Simon Keeton reported equity compensation and related tax share withholdings. On February 20, 2026, he acquired 26,046 shares of common stock at $0.00 per share as a grant of time-based restricted stock units that vest in three equal annual installments, subject to continued employment.

On February 20, 2026 and February 21, 2026, a total of 10,918 shares were disposed of at $69.11 per share through tax-withholding dispositions to cover taxes due upon vesting of restricted stock units, rather than open-market sales. After these transactions, he directly owned 214,123 common shares.

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

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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)
02/20/2026

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		26,046(1)	A	$0.0000	225,041	D
Common	02/20/2026		F		3,130(2)	D	$69.11	221,911	D
Common	02/21/2026		F		7,788(2)	D	$69.11	214,123	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.
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FAQ

What did ON (ON Semiconductor) insider Simon Keeton report in this Form 4?

Simon Keeton reported an equity award and related tax withholdings. He received 26,046 ON common shares as a restricted stock unit grant, and 10,918 shares were withheld and disposed of to cover tax obligations upon vesting of earlier awards.

How many ON shares were granted to Simon Keeton in the latest award?

Simon Keeton was granted 26,046 ON common shares through time-based restricted stock units. These RSUs vest in three equal annual installments, starting on the first anniversary of the grant date, provided he remains employed through each applicable vesting date.

Were the ON share dispositions by Simon Keeton open-market sales?

The reported ON share dispositions were tax-withholding transactions, not open-market sales. A total of 10,918 shares were withheld and disposed of at $69.11 per share to satisfy tax liabilities triggered by the vesting of restricted stock units.

What is the vesting schedule of Simon Keeton’s new ON restricted stock units?

The new ON restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, and each installment requires Simon Keeton’s continued employment with ON Semiconductor through the applicable vesting date to receive the shares.

How many ON shares does Simon Keeton own after these transactions?

Following the reported Form 4 transactions, Simon Keeton directly owns 214,123 shares of ON common stock. This figure reflects the equity award credited to him and the shares disposed of for tax withholding related to restricted stock unit vesting.

What transaction codes were used in Simon Keeton’s ON Form 4 filing?

The Form 4 shows code A for the ON equity grant and code F for tax-withholding dispositions. Code A represents a grant, award, or other acquisition, while code F indicates payment of tax liability by delivering previously owned or vested securities.