Insider Sale: ON Semiconductor CEO Disposes 15,000 Shares at ~$51.22

Rhea-AI Filing Summary

El-Khoury Hassane, CEO & President and Director of ON Semiconductor Corp (ON), reported a sale of common stock on 08/13/2025. The filing shows a disposition of 15,000 shares in multiple trades at prices ranging from $51.16 to $51.26, with a weighted average sale price of $51.2173. After the sale, the reporting person beneficially owns 977,814 shares, which includes 255 shares acquired under the company Employee Stock Purchase Plan since his last Section 16 filing. The Form 4 was executed by an attorney-in-fact, Hope M. Spencer.

Positive

• Reporting transparency: Transaction details include dates, price range ($51.16–$51.26), and weighted average price ($51.2173).
• Substantial retained ownership: Reporting person still beneficially owns 977,814 shares after the sale.

Negative

• Insider sale: Disposition of 15,000 shares on 08/13/2025 reduces the reporting person's stake.
• Form executed by attorney-in-fact: Filing signed on behalf of the reporting person rather than by the reporting person directly.

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings; ownership remains substantial at 977,814 shares—limited immediate signal for fundamentals.

The reported sale of 15,000 shares at a weighted average price of $51.2173 represents a modest reduction relative to the reported beneficial ownership of 977,814 shares. The transaction was executed in multiple trades within a tight price band ($51.16–$51.26), indicating routine disposition rather than a large, price-driven exit. No derivative transactions or additional material events are disclosed. Impact on valuation or control is minimal based on the size of this sale alone.

Corporate Governance Expert

TL;DR: Disclosure appears complete and timely; filing signed by attorney-in-fact and notes ESPP activity.

The Form 4 lists the reporting person as both an officer (CEO & President) and a director, and it reports the transaction date and weighted average price with an explanatory footnote for execution in multiple trades. The filing also discloses 255 additional shares from the Employee Stock Purchase Plan since the last Section 16 filing. Signature by an attorney-in-fact is documented. There are no indications of undisclosed related-party or derivative transactions in this Form 4.

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^*

El-Khoury Hassane

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		S		15,000	D	$51.2173(1)	977,814(2)	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. This disposition transaction was executed in multiple trades at prices ranging from $51.16 to $51.26. 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.

2. Includes an additional 255 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

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	08/15/2025
	** 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) insider El-Khoury sell and when?

The Form 4 reports a sale of 15,000 common shares on 08/13/2025 by El-Khoury Hassane.

At what price were the ON shares sold?

The shares were sold in multiple trades at prices ranging from $51.16 to $51.26, with a weighted average sale price of $51.2173.

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

After the reported transaction the reporting person beneficially owns 977,814 shares, which includes 255 shares from the Employee Stock Purchase Plan since the last Section 16 filing.

What is the reporting person's relationship to ON Semiconductor?

El-Khoury Hassane is listed as both CEO & President and a Director of ON Semiconductor Corp.

Who signed the Form 4 filing?

The Form 4 was signed by Hope M. Spencer, Attorney-in-Fact, on behalf of the reporting person.