[Form 4] ON SEMICONDUCTOR CORP Insider Trading Activity

Rhea-AI Filing Summary

CARTER SUSAN K reported acquisition or exercise transactions in this Form 4 filing.

ON Semiconductor director Susan K. Carter received a grant of 1,986 shares of common stock as restricted stock. The award was granted under the company’s Amended and Restated Stock Incentive Plan at no cash cost per share and is part of her equity compensation. After this grant, Carter directly holds 25,638 common shares. The restricted stock will vest on the day prior to the company’s next Annual Meeting of Stockholders, tying the award to her continuing board service over that period.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CARTER SUSAN K

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	1,986	$0.00	--

Holdings After Transaction: Common — 25,638 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock granted: 1,986 shares Grant price per share: $0.0000 per share Shares held after grant: 25,638 shares +1 more

4 metrics

Restricted stock granted 1,986 shares Common stock grant on May 14, 2026

Grant price per share $0.0000 per share Equity compensation, not open-market purchase

Shares held after grant 25,638 shares Direct ownership following the award

Vesting condition Vests before next annual meeting Day prior to next Annual Meeting of Stockholders

Key Terms

restricted stock, Amended and Restated Stock Incentive Plan, Annual Meeting of Stockholders, Grant, award, or other acquisition

4 terms

restricted stock financial

"Represents restricted stock granted under the Issuer's Amended and Restated Stock Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Amended and Restated Stock Incentive Plan financial

"granted under the Issuer's Amended and Restated Stock Incentive Plan on May 14, 2026"

Annual Meeting of Stockholders financial

"The stock will vest on the day prior to the Issuer's next Annual Meeting of Stockholders"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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^*

CARTER SUSAN K

(Last) (First) (Middle)

5701 NORTH PIMA ROAD

(Street)

SCOTTSDALE ARIZONA 85250

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/14/2026		A		1,986(1)	A	$0.0000	25,638	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 restricted stock granted under the Issuer's Amended and Restated Stock Incentive Plan on May 14, 2026. The stock will vest on the day prior to the Issuer's next Annual Meeting of Stockholders.

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	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did ON (ON Semiconductor) director Susan K. Carter report in this Form 4?

Susan K. Carter reported receiving 1,986 shares of ON common stock as a restricted stock grant. The award is part of her equity compensation and was issued at no cash cost per share under the company’s Amended and Restated Stock Incentive Plan.

How many ON (ON Semiconductor) shares does Susan K. Carter hold after this transaction?

After the restricted stock grant, Susan K. Carter directly holds 25,638 shares of ON common stock. This total includes the newly granted 1,986 restricted shares, which are subject to vesting conditions tied to the company’s next Annual Meeting of Stockholders.

Was Susan K. Carter’s ON stock transaction a market purchase or sale?

The transaction was not a market purchase or sale; it was a grant of 1,986 restricted shares at a price of $0.0000 per share. This reflects equity-based compensation rather than Susan K. Carter buying or selling shares in the open market.

When do Susan K. Carter’s newly granted ON restricted shares vest?

The 1,986 restricted ON shares granted to Susan K. Carter will vest on the day prior to ON Semiconductor’s next Annual Meeting of Stockholders. Vesting links the award to her continued service on the board through that meeting date.

Under what plan were Susan K. Carter’s ON restricted shares granted?

The restricted shares were granted under ON Semiconductor’s Amended and Restated Stock Incentive Plan. This plan provides equity-based compensation, such as restricted stock awards, to directors and other eligible participants to align their interests with shareholders over time.