ON Semiconductor (ON) CFO logs RSU grant and share withholding for taxes

Rhea-AI Filing Summary

ON Semiconductor’s Executive VP & CFO Thad Trent reported equity compensation activity and related tax withholding in company stock. He acquired 36,175 shares of common stock as a grant of time-based restricted stock units that vest in three equal annual installments, subject to continued employment.

To cover taxes due upon RSU vesting, a total of 14,556 common shares (10,383 shares and 4,173 shares) were disposed of as stock withheld at a price of $69.11 per share, a tax-withholding disposition rather than an open-market sale.

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)
02/20/2026

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		36,175(1)	A	$0.0000	375,635	D
Common	02/20/2026		F		4,173(2)	D	$69.11	371,462	D
Common	02/21/2026		F		10,383(2)	D	$69.11	361,079	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.
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 (ON) CFO Thad Trent report?

ON’s CFO Thad Trent reported receiving 36,175 shares of common stock as a restricted stock unit grant and disposing of 14,556 shares to cover taxes due on RSU vesting, through stock withholding rather than open-market sales.

Was the ON (ON) insider transaction a stock sale in the market?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. A total of 14,556 shares were withheld at $69.11 per share to satisfy tax liabilities triggered by restricted stock unit vesting, rather than being sold in discretionary market transactions.

How many ON (ON) shares did the CFO acquire in the latest Form 4?

The CFO acquired 36,175 shares of ON common stock via a grant of time-based restricted stock units. These units vest in three equal annual installments, beginning on the first anniversary of the grant date, if his employment continues through each vesting date.

What price per share was used for ON (ON) tax-withholding dispositions?

The tax-withholding dispositions used a price of $69.11 per share. Shares were withheld to cover taxes due when restricted stock units vested, meaning the company retained 14,556 shares instead of paying the tax obligations in cash on those vested units.

How do ON (ON) restricted stock units granted to the CFO vest?

The restricted stock units granted to the CFO vest in three equal annual installments. Vesting begins on the first anniversary of the grant date and continues annually, provided he remains employed through each applicable vesting date, aligning compensation with ongoing service at ON Semiconductor.