El-Khoury Hassane 4

4 · ON SEMICONDUCTOR CORP · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

ON Semiconductor CEO Hassane El‑Khoury Receives Awards; Withholds Shares for Taxes

What Happened

Hassane El‑Khoury, President, CEO and Director of ON Semiconductor (ON), received performance-based restricted stock unit awards totaling 112,772 shares (three grant subsets) on Feb 5–6, 2026 (awarded at $0). To cover tax withholding on vested units, 34,460 shares were surrendered/disposed on Feb 6, 2026 at $65.20/share, generating proceeds of $2,246,792.
The award shares are performance-based RSUs (no cash purchase). The withheld shares represent a routine tax-withholding event rather than an open-market sale.

Key Details

Transaction dates and prices:
- Awards (code A): 90,966; 12,202; and 9,604 RSUs on 2026-02-05/02-06 (acquisition price $0).
- Tax withholding (code F): 34,460 shares disposed on 2026-02-06 at $65.20 each = $2,246,792.
Vesting notes:
- Subset from 2/21/2025 grant vests in three annual installments beginning 2/10/2026 (F1).
- Subsets from 2/21/2023 and 2/21/2024 were earned and vest on 2/6/2026 (F2, F3).
- F4: shares withheld to cover taxes on vesting.
- F5: includes 246 additional shares acquired via the Employee Stock Purchase Plan since last Section 16 filing.
Shares owned after the transactions are not shown in the provided excerpt of the filing.
Filing timeliness: Form 4 filed 2026-02-09 for transactions on 2026-02-05/06 — filed within the SEC’s two business‑day window.

Context

These entries are award vesting and tax-withholding transactions (codes A and F). Withholding/surrender of shares to cover taxes is a common, routine outcome of RSU vesting and should not be read as a voluntary open‑market sale signaling sentiment.
For retail investors, newly vested performance RSUs increase insider exposure to company stock over time as remaining vesting installments occur, while withheld shares simply satisfy tax obligations.

Form 4

Period: 2026-02-05

DirectorCEO & President

Transactions

Award
Common
[F1]
2026-02-05+90,966→ 1,069,026 total
Award
Common
[F2]
2026-02-05+12,202→ 1,081,228 total
Award
Common
[F3]
2026-02-05+9,604→ 1,090,832 total
Tax Payment
Common
[F4][F5]
2026-02-06$65.20/sh−34,460$2,246,792→ 1,056,372 total

Footnotes (5)

[F1]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.
[F2]Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 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.
[F3]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.
[F4]Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.
[F5]Includes an additional 246 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

Signature

/s/ Hope M. Spencer, Attorney-in-Fact|2026-02-09

1 file