WATERS GREGORY L 4

What Happened

• Gregory L. Waters, a director of ON Semiconductor Corp (ON), was granted 1,986 restricted shares on May 14, 2026. The shares were awarded at $0.00 (no cash purchase), so the reported acquisition value is $0. This is a grant/award of restricted stock rather than an open-market purchase or sale.

Key Details

• Transaction date: May 14, 2026; Filing date (Form 4): May 18, 2026 (filed within the typical 2-business-day window).
• Transaction type/code: A — Award/Grant; Price per share reported: $0.00; Total reported cash value: $0.
• Shares owned after transaction: Not specified in the provided filing.
• Footnote: The shares are restricted stock granted under the Issuer’s Amended and Restated Stock Incentive Plan and will vest on the day prior to the Issuer’s next Annual Meeting of Stockholders (see footnote F1).
• Signature/POA: The Form 4 was signed on behalf of the reporting person by Hope M. Spencer under a power of attorney (Exhibit 24).

Context

• This is a standard restricted stock grant to a director and does not represent a market purchase or sale. Restricted shares typically vest over time (here, vesting occurs before the next annual meeting), so this grant is part of compensation and governance practices rather than an immediate investment vote by the insider.