Thad Trent 4

What Happened

Thad Trent, Executive Vice President and Chief Financial Officer of ON Semiconductor (ON), disposed of a total of 66,709 shares yielding roughly $4.73 million. The activity includes 6,709 shares withheld to cover taxes on vested performance-based restricted stock units (RSUs) and four open-market sale blocks executed Feb 12, 2026. Total reported proceeds by transaction: $452,052 (tax-withheld RSUs) and $4,272,975 from the open-market sales.

Key Details

• Transaction dates: Feb 10, 2026 (tax withholding on RSUs) and Feb 12, 2026 (open-market sales). Filing date: Feb 12, 2026 (appears timely).
• Transaction breakdown:
  • 6,709 shares withheld for taxes @ $67.38 = $452,052 (Footnote F1 — tax withholding on performance RSUs)
  • 1,300 shares sold (weighted avg $71.70) = $93,214 (multiple trades at $71.25–$72.17; F2)
  • 2,200 shares sold (weighted avg $73.39) = $161,466 (multiple trades at $73.27–$73.61; F3)
  • 7,000 shares sold (weighted avg $72.88) = $510,136 (multiple trades at $72.27–$73.23; F4)
  • 49,500 shares sold (weighted avg $70.87) = $3,508,159 (multiple trades at $70.24–$71.23; F5)
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes note that the reported prices for several sales are weighted averages and the reporting person will provide per-trade details upon request.

Context

• The 6,709-share entry is a tax-withholding event related to vested performance-based RSUs (code F) — not an open-market sale for cash. The remaining entries are open-market sales (code S).
• Sales by executives are common and can reflect routine tax withholding or portfolio diversification; they do not, by themselves, confirm management’s view of company prospects.
• Transaction codes: P=Purchase, S=Sale, A=Award/Grant, M=Option exercise, G=Gift, F=Tax withholding.