ON Semiconductor (ON) CFO Thad Trent reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

ON Semiconductor (ON) executive vice president and CFO Thad Trent updated his shareholdings through performance-based stock vesting and tax withholding transactions. On February 5, 2026, he acquired 31,050, 4,371, and 3,441 common shares at $0.0000 per share from performance-based restricted stock unit awards that were earned based on company performance, with future vesting schedules extending to February 2026 and beyond.

On February 6, 2026, 12,270 shares at $65.20 per share were withheld to cover taxes due upon vesting. After these transactions, he directly beneficially owned 406,169 common shares, including 129 shares acquired under the employee stock purchase plan since his prior filing.

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^*

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)
02/05/2026

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	02/05/2026		A		31,050(1)	A	$0.0000	410,627	D
Common	02/05/2026		A		4,371(2)	A	$0.0000	414,998	D
Common	02/05/2026		A		3,441(3)	A	$0.0000	418,439	D
Common	02/06/2026		F		12,270(4)	D	$65.2	406,169(5)	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 the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2025, that were earned based on the Issuer's performance as measured against the underlying metrics. These units will vest in three annual installments beginning on February 10, 2026, subject to the Reporting Person's continued employment through the applicable vesting date.

2. Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 20, 2023, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.

3. Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2024, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.

4. Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.

5. Includes an additional 129 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

	/s/ Hope M. Spencer, Attorney-in-Fact	02/09/2026
	** 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.
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 insider transactions did ON CFO Thad Trent report on this Form 4?

Thad Trent reported vesting-related acquisitions of performance-based restricted stock units on February 5, 2026, and a tax withholding transaction on February 6, 2026. The acquired shares reflected earned awards, while a portion of shares was withheld to satisfy associated tax obligations.

How many ON Semiconductor shares did the CFO acquire from performance-based awards?

On February 5, 2026, the CFO acquired 31,050, 4,371 and 3,441 ON Semiconductor common shares at $0.0000 per share. These shares represent earned portions of performance-based restricted stock unit awards tied to the company’s achievement of specified performance metrics.

Why were 12,270 ON Semiconductor shares reported with code F at $65.20?

The 12,270 ON Semiconductor shares reported with transaction code F at $65.20 on February 6, 2026 represent shares withheld to cover taxes due upon vesting of performance-based restricted stock units, rather than a discretionary open-market purchase or sale by the CFO.

What is Thad Trent’s ON Semiconductor share ownership after these transactions?

Following the reported transactions, Thad Trent directly beneficially owned 406,169 ON Semiconductor common shares. This figure includes an additional 129 shares acquired through the company’s Employee Stock Purchase Plan since his previous Section 16 ownership report.

What types of equity awards are involved in this ON Semiconductor Form 4?

The filing involves performance-based restricted stock units originally granted in 2023, 2024 and 2025. Portions of these awards were earned based on ON Semiconductor’s performance against defined metrics and are scheduled to vest on specific dates in February 2026 and in later annual installments.

Does the ON CFO hold ON Semiconductor shares directly or indirectly?

According to the filing, all reported ON Semiconductor common shares are held with direct ownership status. The form does not list any indirect holdings through entities, and no footnote disclaims beneficial ownership or voting and investment authority over the reported share positions.