GOPALSWAMY SUDHIR 4

What Happened

• Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor, had 470 shares withheld to satisfy tax withholding obligations on vested restricted stock units (RSUs). The shares were valued at $127.00 each for a total notional amount of $59,690. This was a withholding disposition (routine tax-related), not an open-market sale.

Key Details

• Transaction date: 2026-05-26; filing date: 2026-05-27 (timely filing).
• Shares withheld/disposed: 470 at $127.00 per share; aggregate value $59,690.
• Transaction code: F — shares withheld to cover taxes on vesting RSUs.
• Footnote F1: Confirms shares were withheld to cover taxes due upon RSU vesting.
• Footnote F2: Notes an additional 115 shares were acquired by the reporting person under the issuer’s Employee Stock Purchase Plan since his last Section 16 filing.
• Shares owned after the transaction: not specified in the information provided.

Context

• This was a tax-withholding disposition tied to RSU vesting (common, routine), not an opportunistic sale into the market; such withholdings are administrative and do not necessarily signal a change in insider sentiment. Purchases or open-market sales generally convey more about an insider’s view than withholding transactions.