Thad Trent 4

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.