GOPALSWAMY SUDHIR 4
4 · ON SEMICONDUCTOR CORP · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
ON Semiconductor (ON) Group President Sudhir Gopalswamy Receives Awards, Sells Shares
What Happened
Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor, received four grants of performance-based restricted stock units (totaling 27,508 shares) on Feb 5, 2026 (acquired at $0.00 as awards). On Feb 6, 2026, 6,041 shares were disposed (withheld) at $65.20 per share to cover taxes, equal to approximately $393,873. The net effect was a gain of 21,467 shares from these events (27,508 awards less 6,041 withheld).
Key Details
- Transaction dates and prices:
- 2026-02-05: Awards (A) — 23,287; 2,581; 1,239; 401 shares @ $0.00 (total 27,508 RSUs granted).
- 2026-02-06: Tax withholding (F) — 6,041 shares disposed @ $65.20 = $393,873.
- Shares owned after transaction: Not specified in the Form 4; net increase from these events = +21,467 shares.
- Notable footnotes:
- Grants are performance-based RSUs from prior award dates (Feb 21, 2025; Feb 21, 2024; Feb 20, 2023; May 26, 2023) and vest per the schedules in the filing.
- F5 indicates shares were withheld to cover taxes due on vesting (routine cashless withholding).
- F6 notes 402 additional shares were acquired under the company ESPP since the last Section 16 filing.
- Filing timeliness: Form filed Feb 9, 2026 reporting transactions on Feb 5–6, 2026; the filing itself does not indicate a late filing.
Context
These were awards of performance-based RSUs (not open-market purchases or sales). The 6,041-share disposition was a tax withholding event—a common administrative action when RSUs vest—rather than an indicator of an open-market sale or change in investment view. Performance RSUs vest over time subject to meeting metrics and continued employment, so the grants reflect compensation tied to company performance.
Insider Transaction Report
- Award
Common
[F1]2026-02-05+23,287→ 167,272 total - Award
Common
[F2]2026-02-05+2,581→ 169,853 total - Award
Common
[F3]2026-02-05+1,239→ 171,092 total - Award
Common
[F4]2026-02-05+401→ 171,493 total - Tax Payment
Common
[F5][F6]2026-02-06$65.20/sh−6,041$393,873→ 165,452 total
Footnotes (6)
- [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 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, 2025.
- [F3]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.
- [F4]Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on May 26, 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.
- [F5]Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.
- [F6]Includes an additional 402 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.