KEETON SIMON 4

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.