GOPALSWAMY SUDHIR 4

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.