ON Semiconductor (ON) director receives 1,986 restricted stock units as equity award

Rhea-AI Filing Summary

MASCARENAS PAUL ANTHONY reported acquisition or exercise transactions in this Form 4 filing.

ON Semiconductor director Paul Anthony Mascarenas received an equity award of 1,986 restricted stock units (RSUs). The RSUs were granted on May 14, 2026 under the company’s Amended and Restated Stock Incentive Plan and carry no purchase price.

The award will vest on the day before ON Semiconductor’s next Annual Meeting of Stockholders, with actual share delivery deferred to a later date based on Mascarenas’s prior election. After this grant, he directly holds 57,474 shares of ON Semiconductor common stock.

Insights

Equity compensation analyst

Routine RSU grant to ON Semiconductor director, no cash trading involved.

Director Paul Anthony Mascarenas received 1,986 restricted stock units on May 14, 2026 under ON Semiconductor’s stock incentive plan. The grant price is $0.00 per unit, indicating a standard equity compensation award rather than a market transaction.

The RSUs vest the day prior to the next Annual Meeting of Stockholders, aligning director incentives with shareholders over that period. Share issuance is deferred according to his election, which can affect when the award appears as common stock. Following the grant, he directly owns 57,474 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MASCARENAS PAUL ANTHONY

Role null

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

Holdings After Transaction: Common — 57,474 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 1,986 units Grant price: $0.00 per share Shares held after grant: 57,474 shares +2 more

5 metrics

RSU grant size 1,986 units Restricted stock units granted on May 14, 2026

Grant price $0.00 per share RSUs granted under stock incentive plan

Shares held after grant 57,474 shares Common stock directly owned following the transaction

Transaction code A (Grant, award, or other acquisition) Form 4 non-derivative transaction classification

Transaction direction Acquire Equity award received, not an open-market purchase

Key Terms

restricted stock units, Amended and Restated Stock Incentive Plan, Annual Meeting of Stockholders, Form 4

4 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Amended and Restated Stock Incentive Plan financial

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

Annual Meeting of Stockholders regulatory

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

Form 4 regulatory

"reported in the Form 4 insider trading disclosure"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

MASCARENAS PAUL ANTHONY

(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	57,474	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 units granted under the Issuer's Amended and Restated Stock Incentive Plan on May 14, 2026. The award will vest on the day prior to the Issuer's next Annual Meeting of Stockholders; however, issuance of the shares underlying the award will be deferred to a later date in accordance with the Reporting Person's election.

	/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 Paul Anthony Mascarenas receive in this Form 4 filing?

Paul Anthony Mascarenas received an equity award of 1,986 restricted stock units. These RSUs were granted at no cost under ON Semiconductor’s Amended and Restated Stock Incentive Plan as part of his director compensation, rather than being purchased on the open market.

When do the new ON Semiconductor RSUs for Paul Mascarenas vest?

The 1,986 restricted stock units will vest on the day before ON Semiconductor’s next Annual Meeting of Stockholders. Vesting timing links the director’s compensation to the upcoming annual meeting cycle and encourages alignment with shareholder interests over that period.

Are the 1,986 ON Semiconductor units immediately issued as common shares?

No, the underlying shares for the 1,986 restricted stock units are not issued immediately. Although the award vests before the next Annual Meeting of Stockholders, delivery of the actual shares is deferred to a later date according to the director’s prior deferral election.

How many ON Semiconductor shares does Paul Mascarenas hold after this RSU grant?

After this transaction, Paul Mascarenas directly holds 57,474 shares of ON Semiconductor common stock. This total reflects his position following receipt of the 1,986-share restricted stock unit award reported in the Form 4 insider trading disclosure.

What plan governs the ON Semiconductor RSU award to director Paul Mascarenas?

The restricted stock unit award was granted under ON Semiconductor’s Amended and Restated Stock Incentive Plan. This plan provides the framework for equity-based compensation to directors and other participants, including vesting terms, deferral elections, and the form of share-based awards.