[Form 4] ON SEMICONDUCTOR CORP Insider Trading Activity

Rhea-AI Filing Summary

ON Semiconductor Corp (ON) director Paul Anthony Mascarenas received 212 fully-vested shares of common stock on 10/03/2025 as payment in lieu of a portion of his quarterly cash retainer based on his prior election. The shares were issued at a per-share value of $49.27, and the reporting shows the director now beneficially owns 55,131 shares following the transaction. The Form 4 was filed jointly by one reporting person and signed via power of attorney on 10/06/2025.

Positive

• Director received equity compensation (212 fully-vested shares) which aligns interests with shareholders
• No derivative activity reported, simplifying the ownership picture after the transaction

Negative

• None.

Insights

Corporate Governance Analyst

Routine director compensation converted to equity; aligns pay with shareholder outcomes.

Issuing 212 fully-vested shares in lieu of cash indicates the director elected equity payment for part of a quarterly retainer, which commonly increases alignment between management/directors and shareholders without changing compensation policy materially.

Dependencies include the director's prior election and the company’s equity-compensation practices; this single transaction does not disclose any new governance changes and is typically visible in the next proxy or compensation disclosures.

Insider Transactions Specialist

Small-scale insider acquisition disclosed; no derivative activity reported.

The Form 4 reports a non-derivative acquisition of 212 shares at $49.27 with resulting ownership of 55,131 shares. Table II shows no derivative transactions, indicating no new option exercises or warrants tied to this filing.

Monitor subsequent filings for any additional open-market purchases or sales; the transaction itself is a near-term, per-period compensation settlement rather than an indicator of trading strategy.

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^*

MASCARENAS PAUL ANTHONY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		A		212(1)	A	$49.27	55,131	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 fully-vested shares of common stock issued to the Reporting Person in lieu of a portion of his quarterly cash retainers for the third quarter of 2025 based on his previously-submitted election.

Remarks:

Hope M. Spencer is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as Exhibit 24.

	/s/ Hope M. Spencer, Attorney-in-Fact	10/06/2025
	** 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 did ON Semiconductor (ON) director Paul Mascarenas receive on 10/03/2025?

He received 212 fully-vested shares of common stock issued in lieu of part of his quarterly cash retainer.

At what price were the 212 shares recorded on the Form 4?

The shares were recorded at a per-share value of $49.27.

How many ON shares does the reporting person own after the transaction?

The Form 4 reports beneficial ownership of 55,131 shares following the reported transaction.

Was this transaction part of a stock option exercise or other derivative activity?

No; the filing lists a non-derivative acquisition of common stock and Table II shows no derivative transactions.

Who signed the Form 4 filing for the reporting person?

The filing was signed by Hope M. Spencer as Attorney-in-Fact pursuant to a power of attorney.