KEETON SIMON 4

What Happened
Simon Keeton, Group President, Power Solutions Group (PSG) at ON Semiconductor (ON), was granted 26,046 time‑based restricted stock units (RSUs) on 2026-02-20 (reported as an award). To cover tax withholding at vesting, 3,130 shares were withheld on 2026-02-20 and 7,788 shares were withheld on 2026-02-21 at $69.11/share, totaling $216,314 and $538,229 respectively (combined withholding value $754,543). The RSUs were granted at $0.00 per share (standard for RSU awards) and are not a cash purchase.

Key Details

• Transaction dates: Grant on 2026-02-20; tax withholding dispositions on 2026-02-20 and 2026-02-21.
• Prices: Withheld shares valued at $69.11 per share; withholding proceeds reported as $216,314 and $538,229.
• Shares withheld (disposed) total: 10,918 shares (3,130 + 7,788).
• Shares granted: 26,046 RSUs (award code A).
• Footnotes: F1 — RSUs vest in three equal annual installments beginning one year after grant, subject to continued employment. F2 — Withheld shares were used to cover taxes due upon vesting.
• Filing timeliness: Form 4 filed 2026-02-24 for transactions on 2/20–2/21; filing appears timely (within the two-business‑day window).

Context
This was an RSU grant with routine tax‑withholding (code F). RSU grants vest over time per the footnote; withholding to cover taxes is common and does not necessarily indicate a directional view on the stock. The grant is an award (not a purchase), and the withheld shares are administrative dispositions to satisfy tax obligations.