Thad Trent 4
4 · ON SEMICONDUCTOR CORP · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
ON Semiconductor CFO Thad Trent Receives Award, Sells Shares for Taxes
What Happened
- Thad Trent, Executive Vice President & Chief Financial Officer of ON Semiconductor (ON), received a total of 38,862 performance-based restricted stock units (RSUs) in awards reported on Feb 5, 2026 (31,050 + 4,371 + 3,441 shares; $0 acquisition price). Separately, 12,270 shares were disposed on Feb 6, 2026 to cover taxes at $65.20 per share, for a total value of about $800,004. The share disposals represent tax withholding on vested/earned performance RSUs.
Key Details
- Transaction dates and prices:
- Feb 5, 2026: Grants/awards — 31,050; 4,371; 3,441 RSUs (acquired at $0, i.e., granted).
- Feb 6, 2026: Tax withholding/disposition — 12,270 shares sold/withheld at $65.20, totaling ~$800,004.
- Vesting / origin of awards:
- Some RSUs were earned from prior grants: grants originally dated Feb 21, 2025; Feb 20, 2023; and Feb 21, 2024. Certain tranches vest on Feb 6, 2026 or in annual installments beginning Feb 10, 2026 (see footnotes).
- Shares owned after transaction: Not explicitly stated in the filing summary provided.
- Notable footnotes:
- F1–F3: Awards are performance-based RSUs earned based on company performance; vesting dates vary (Feb 6, 2026 or installments starting Feb 10, 2026).
- F4: The 12,270 shares were withheld to cover taxes upon vesting.
- F5: Includes 129 additional shares acquired under the company’s Employee Stock Purchase Plan since the last Section 16 filing.
- Filing timeliness: Form 4 was filed Feb 9, 2026 for transactions through Feb 6, 2026 (appears timely under standard Section 16 filing rules).
Context
- This mix of activity is routinely seen with equity compensation: the RSU grants are compensation (not a market purchase), and the sale/withholding was to satisfy tax withholding obligations on vesting. Such tax-withholding disposals are standard and do not necessarily signal the insider’s view on the company’s stock.
Insider Transaction Report
Form 4
Thad Trent
Exec VP & CFO
Transactions
- Award
Common
[F1]2026-02-05+31,050→ 410,627 total - Award
Common
[F2]2026-02-05+4,371→ 414,998 total - Award
Common
[F3]2026-02-05+3,441→ 418,439 total - Tax Payment
Common
[F4][F5]2026-02-06$65.20/sh−12,270$800,004→ 406,169 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 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.
- [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 129 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