El-Khoury Hassane 4

What Happened

• Hassane El-Khoury, CEO & President and a director of ON Semiconductor (ON), disposed of a total of 40,762 shares between Feb 10 and Feb 12, 2026. The transactions consisted of 20,762 shares withheld to cover taxes on vested performance-based RSUs at $67.38 ($1,398,944), and open-market sales of 19,900 shares at a weighted average of $73.02 ($1,453,058) plus a 100-share sale at $73.56 ($7,356). Total proceeds across these dispositions were about $2.86 million. These were sales/withholdings (not purchases).

Key Details

• Transaction dates and prices:
  • 2026-02-10: 20,762 shares withheld for taxes on vested performance RSUs @ $67.38 = $1,398,944 (footnote F1).
  • 2026-02-12: 19,900 shares sold in multiple trades at $72.53–$73.52; weighted avg reported $73.02 = $1,453,058 (footnote F2).
  • 2026-02-12: 100 shares sold @ $73.56 = $7,356.
• Total disposed: 40,762 shares for roughly $2.86M.
• Shares owned after transaction: Not specified in the excerpt provided.
• Footnotes: F1 = shares withheld to cover taxes on performance-based RSU vesting; F2 = 19,900-share sale executed in multiple trades (prices ranged $72.53–$73.52), weighted-average price reported; detailed trade-level prices available upon request.
• Filing: Form 4 filed 2026-02-12 reporting transactions on 02-10 and 02-12 — appears to be filed on the same day as the later trades and within the standard reporting window (not indicated as late).

Context

• The Feb 10 disposition was a tax-withholding event related to RSU vesting (routine administrative withholding), while the Feb 12 transactions were open-market sales. Tax-withholding on vesting and occasional open-market sales are common for executives and do not, by themselves, indicate a change in company outlook. The filing is informational; it reports the insider’s disposals rather than signaling a purchase-based vote of confidence.