El-Khoury Hassane 4

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.