GOPALSWAMY SUDHIR 4

What Happened

• Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor, was granted 31,834 time‑based restricted stock units (RSUs) on 2026-02-20 (code A). To cover tax withholding obligations, a total of 11,038 shares were withheld/disposed (codes F) on 2026-02-20 and 2026-02-21, generating proceeds of $100,555 and $662,281 respectively (total ~$762,836). The RSUs were granted at $0.00 (typical for RSU awards); the withheld shares were “disposed” solely to satisfy taxes.

Key Details

• Grant: 31,834 RSUs granted on 2026-02-20 (acquisition at $0.00) (Footnote F1: vesting in three equal annual installments beginning on the first anniversary, subject to continued employment).
• Tax withholding (dispositions):
  • 2026-02-20: 1,455 shares withheld @ $69.11 = $100,555 (Footnote F2)
  • 2026-02-21: 9,583 shares withheld @ $69.11 = $662,281 (Footnote F2)
• Net after withholding: 31,834 − 11,038 = 20,796 RSUs remain outstanding and subject to the stated vesting schedule.
• Transaction codes: A = award/grant; F = shares withheld to cover taxes.
• Filing timeliness: Form 4 filed 2026-02-24 for transactions on 2026-02-20/21 — this appears timely (filed within the required two business days).

Context

• These transactions are a standard equity compensation grant and associated tax withholding (not an open‑market sale or purchase). RSUs vest over time; the withheld shares represent routine tax withholding rather than a discretionary sale of vested shares. For retail investors, grants show management is receiving compensation tied to future performance/tenure, while the withholding is an administrative step.