KEETON SIMON 4

What Happened

• Simon Keeton, Group President, Power Solutions Group (PSG) at ON Semiconductor, had 5,032 shares withheld to satisfy tax obligations tied to vested performance-based restricted stock units (RSUs). The shares were valued at $67.38 each, totaling $339,056. The Form 4 reports the transaction as a disposition (code F).

Key Details

• Transaction date: 2026-02-10; Filing date: 2026-02-12 (filed timely).
• Price per share: $67.38; Total value: $339,056.
• Shares involved: 5,032 shares withheld to cover taxes.
• Footnote: F1 — shares withheld to cover taxes due upon vesting of performance-based RSUs.
• Shares owned after the transaction: not specified in the excerpt provided.

Context

• This was a tax-withholding disposition (code F), a common administrative action when RSUs vest; it is not an open-market sale and typically does not signal a change in the insider's sentiment about the company.
• The filing appears timely (reported two days after the transaction), and no 10b5-1 plan or other special program was noted in the provided information.