ON Semiconductor (ON) president gains RSUs, withholds shares for tax

Rhea-AI Filing Summary

ON Semiconductor Group President, PSG Simon Keeton reported multiple equity-related transactions. On February 5, 2026, he acquired 23,287, 3,279 and 2,581 common shares at $0.00 per share as performance-based restricted stock units that were earned under awards originally granted in 2023, 2024 and 2025.

These units vest over time, including three annual installments beginning February 10, 2026 and specific vesting on February 6, 2026 for two grants, contingent on continued employment. On February 6, 2026, 9,232 shares were withheld at $65.20 per share to cover taxes upon vesting, leaving him with 252,887 directly held shares, including 129 acquired through the employee stock purchase plan.

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^*

KEETON SIMON

(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, PSG

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		23,287(1)	A	$0.0000	256,259	D
Common	02/05/2026		A		3,279(2)	A	$0.0000	259,538	D
Common	02/05/2026		A		2,581(3)	A	$0.0000	262,119	D
Common	02/06/2026		F		9,232(4)	D	$65.2	252,887(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).
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FAQ

What insider transactions did ON (ON Semiconductor) executive Simon Keeton report?

Simon Keeton reported performance-based stock awards and tax withholding. He acquired 23,287, 3,279 and 2,581 common shares at $0.00 per share from earned restricted stock units, then had 9,232 shares withheld at $65.20 per share to cover taxes upon vesting.

How many ON Semiconductor shares does Simon Keeton hold after these Form 4 transactions?

After the reported transactions, Simon Keeton directly holds 252,887 ON Semiconductor common shares. This figure includes 129 additional shares acquired through the company’s Employee Stock Purchase Plan since his prior Section 16 filing, as noted in the footnotes to the Form 4.

What are the key dates and prices in Simon Keeton’s February 2026 ON Form 4?

The equity awards were recorded on February 5, 2026, with shares acquired at $0.00 per share. On February 6, 2026, 9,232 common shares were withheld for taxes at a price of $65.20 per share, tied to the vesting of performance-based restricted stock units.

What type of equity awards did ON executive Simon Keeton receive according to the Form 4?

The Form 4 shows performance-based restricted stock units converting into ON Semiconductor common shares. Portions of awards originally granted in 2023, 2024 and 2025 were earned based on company performance metrics and are scheduled to vest on specific future dates, subject to continued employment.

How do taxes factor into Simon Keeton’s ON Semiconductor Form 4 transactions?

The filing states that 9,232 ON Semiconductor shares were withheld to cover taxes due upon vesting of performance-based restricted stock units. This tax withholding transaction used a share price of $65.20 and reduced his direct holdings from 262,119 to 252,887 shares.

What vesting schedule applies to Simon Keeton’s recent ON Semiconductor performance-based RSUs?

One 2025 grant’s earned units will vest in three annual installments beginning February 10, 2026, if employment continues. Earned portions of 2023 and 2024 awards are scheduled to vest on February 6, 2026, also conditioned on Simon Keeton’s continued employment through the vesting dates.