KEETON SIMON 4
4 · ON SEMICONDUCTOR CORP · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
ON Semiconductor's Keeton Simon Receives Award, Sells Shares
What Happened
- Keeton Simon, Group President, PSG at ON Semiconductor (ON), was credited with performance-based restricted stock units (RSUs) and had shares withheld/sold to cover taxes. On Feb 5, 2026 he was allocated three tranches totaling 29,147 RSUs (23,287; 3,279; 2,581) recorded at $0.00 as awards. On Feb 6, 2026 a total of 9,232 shares were disposed/withheld at $65.20 per share to satisfy tax withholding, generating approximately $601,926.
Key Details
- Transaction types: Award/Grant (A) and Tax withholding (F).
- Awards (acquired at $0.00): 23,287; 3,279; 2,581 RSUs on 2026-02-05.
- Tax withholding (disposed): 9,232 shares on 2026-02-06 at $65.20 each = $601,926.
- Footnotes:
- F1: Portion of 2/21/2025 performance RSU grant earned; vests in three annual installments beginning 2/10/2026 (continued employment required).
- F2: Portion of 2/20/2023 performance RSU grant earned; vests 2/6/2026.
- F3: Portion of 2/21/2024 performance RSU grant earned; vests 2/6/2026.
- F4: Shares withheld to cover taxes on vesting.
- F5: Includes an additional 129 shares acquired under the Employee Stock Purchase Plan since the last Section 16 filing.
- Shares owned after the transactions: not specified in the provided filing.
- Filing: Form 4 filed 2026-02-09 for transactions dated Feb 5–6, 2026; filing appears timely.
Context
- These entries reflect earned, performance-based RSUs (awards) rather than open-market purchases or exercised options. The Feb 6 disposition is a routine tax-withholding/sale of company shares to satisfy tax obligations upon vesting, not a discretionary market sale that necessarily signals owner sentiment.
Insider Transaction Report
Form 4
KEETON SIMON
Group President, PSG
Transactions
- Award
Common
[F1]2026-02-05+23,287→ 256,259 total - Award
Common
[F2]2026-02-05+3,279→ 259,538 total - Award
Common
[F3]2026-02-05+2,581→ 262,119 total - Tax Payment
Common
[F4][F5]2026-02-06$65.20/sh−9,232$601,926→ 252,887 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