ON Semiconductor (ON) president reports RSU share vesting and tax share withholding

Rhea-AI Filing Summary

ON Semiconductor Group President Sudhir Gopalswamy reported multiple equity compensation transactions in ON common stock. On February 5, 2026, he acquired 23,287, 2,581, 1,239 and 401 shares at $0.0000 per share, reflecting performance-based restricted stock units that were earned based on company performance. These units have vesting schedules extending through February 2026, subject to his continued employment. On February 6, 2026, 6,041 shares were withheld at $65.20 per share to cover taxes due on the vesting. After these transactions, he directly owned 165,452 ON shares, including 402 shares 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^*

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)
02/05/2026

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	167,272	D
Common	02/05/2026		A		2,581(2)	A	$0.0000	169,853	D
Common	02/05/2026		A		1,239(3)	A	$0.0000	171,092	D
Common	02/05/2026		A		401(4)	A	$0.0000	171,493	D
Common	02/06/2026		F		6,041(5)	D	$65.2	165,452(6)	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 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, 2025.

3. 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.

4. Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on May 26, 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.

5. Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.

6. Includes an additional 402 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

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	02/09/2026
	** 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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FAQ

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

ON reported that Group President Sudhir Gopalswamy acquired multiple blocks of common shares from performance-based restricted stock units on February 5, 2026, and had shares withheld on February 6, 2026 to satisfy tax obligations tied to those vesting awards.

How many ON shares were withheld for taxes in this Form 4 filing?

The Form 4 shows that 6,041 ON common shares were withheld on February 6, 2026 at $65.20 per share. These shares were retained by the company to cover taxes owed upon vesting of performance-based restricted stock units held by Sudhir Gopalswamy.

How many ON shares does Sudhir Gopalswamy own after these transactions?

After the reported transactions, Sudhir Gopalswamy directly owned 165,452 ON common shares. This figure includes an additional 402 shares that he acquired through ON Semiconductor’s Employee Stock Purchase Plan since his prior Section 16 ownership filing.

What type of ON equity awards did Sudhir Gopalswamy receive in this Form 4?

The filing describes performance-based restricted stock units that were earned based on ON’s performance metrics. Portions of awards granted in 2023, 2024, and 2025 converted into ON common shares, with vesting dates extending through February 2026, contingent on continued employment.

Were Sudhir Gopalswamy’s ON share acquisitions open-market purchases?

No. The acquisitions reported at a price of $0.0000 per share reflect shares delivered from performance-based restricted stock units. They are compensation-related share deliveries, not open-market purchases, with additional shares withheld separately to cover associated tax liabilities.