ON Semiconductor (ON) executive has 6,191 shares withheld for tax on RSU vesting

Rhea-AI Filing Summary

ON Semiconductor Corp executive reports tax-related share withholding. Group President, AMG & ISG, Sudhir Gopalswamy reported a disposition of 6,191 shares of ON common stock on February 10, 2026, at a value of $67.38 per share. The filing explains these shares were withheld to cover taxes due upon the vesting of performance-based restricted stock units, rather than sold in the open market. After this transaction, Gopalswamy directly beneficially owned 159,261 shares of ON common stock.

Insights

Equity compensation and insider-transactions analyst

Routine tax withholding tied to equity vesting; no open-market trade.

This Form 4 shows ON Semiconductor executive Sudhir Gopalswamy had 6,191 shares of common stock withheld at $67.38 per share on February 10, 2026. The code F and footnote indicate the shares satisfied tax obligations from vesting performance-based restricted stock units.

Because the issuer withheld shares instead of the executive selling them into the market, this is a standard administrative equity-compensation event. Gopalswamy’s direct holdings after the transaction were 159,261 shares, so the reported disposition represents a small portion of his total position.

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^*

GOPALSWAMY SUDHIR

(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, AMG & ISG

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		6,191(1)	D	$67.38	159,261	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 shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.

	/s/ Hope M. Spencer, Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ON (ON Semiconductor Corp) report for Sudhir Gopalswamy?

ON Semiconductor reported that executive Sudhir Gopalswamy had 6,191 common shares disposed of on February 10, 2026. The transaction used code F, indicating shares were withheld to pay taxes on vesting performance-based restricted stock units, not sold in an open-market trade.

Was the ON (ON Semiconductor) insider Form 4 a sale of shares on the market?

The Form 4 does not show an open-market sale. Instead, 6,191 shares were withheld by the issuer at $67.38 per share to cover taxes owed when performance-based restricted stock units vested, a routine equity compensation and tax-settlement event for the executive.

How many ON Semiconductor (ON) shares does Sudhir Gopalswamy own after this transaction?

After the reported tax-withholding transaction, Sudhir Gopalswamy directly beneficially owned 159,261 shares of ON Semiconductor common stock. This figure reflects his holdings following the 6,191 shares being withheld to satisfy tax obligations tied to his performance-based restricted stock unit vesting.

What does transaction code F mean in the ON (ON Semiconductor) Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability with securities. In this case, 6,191 ON Semiconductor common shares were withheld by the issuer at $67.38 per share to cover taxes due when performance-based restricted stock units vested for the executive.

Who is the reporting person in ON Semiconductor (ON) Form 4 and what is their role?

The reporting person is Sudhir Gopalswamy, an officer of ON Semiconductor serving as Group President, AMG & ISG. The filing reflects his equity compensation-related tax withholding event and shows his resulting direct beneficial ownership of 159,261 shares of ON common stock after the transaction.

Are the ON (ON Semiconductor) insider’s shares held directly or indirectly after this Form 4 event?

The Form 4 shows the 159,261 ON Semiconductor shares as directly owned by the insider. The ownership code is D, and there is no indication of indirect holdings through entities such as trusts or partnerships in the provided filing details.