Form 4: ON Semi CEO El-Khoury Reports RSU Grant, Tax Withholding

ON Semiconductor's CEO, Hassane El-Khoury, reported the acquisition of 75,315 restricted stock units and the disposition of 36,802 shares for tax purposes.

Summary

• Hassane El-Khoury, CEO and President of ON Semiconductor Corp (ON), acquired 75,315 shares of common stock on February 20, 2026, through a restricted stock unit (RSU) grant.
• These RSUs will vest in three equal annual installments, starting one year from the grant date, contingent on continued employment.
• Following the RSU grant, El-Khoury's beneficial ownership increased to 1,090,925 shares.
• On February 21, 2026, El-Khoury disposed of 36,802 shares of common stock at a price of $69.11 per share.
• This disposition was to cover tax obligations upon the vesting of previously granted restricted stock units.
• After the tax-related disposition, El-Khoury's direct beneficial ownership stands at 1,054,123 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive, routine event. The RSU grant reinforces management's alignment with long-term shareholder value, while the tax-related disposition is a standard, non-discretionary transaction.

Positives

• The grant of 75,315 restricted stock units to the CEO aligns management's long-term interests with those of shareholders, as vesting is tied to continued employment and future performance.

Future Outlook

The restricted stock units granted on February 20, 2026, are scheduled to vest in three equal annual installments, beginning on the first anniversary of the grant date, subject to the CEO's continued employment.

Industry Context

StockSavvy.ai notes that restricted stock unit grants are a standard component of executive compensation packages across the technology and semiconductor sectors. This practice is designed to incentivize long-term performance and align the interests of executives with those of shareholders, a common strategy in an industry focused on innovation and sustained growth.

Stakeholder Impact

• Shareholders: The RSU grant to the CEO reinforces alignment of management's interests with long-term shareholder value, potentially benefiting shareholders through sustained company performance.

Next Steps

• The granted restricted stock units will begin vesting in three equal annual installments starting on the first anniversary of the grant date.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and a standard tax-related share disposition. These transactions do not indicate a fundamental change in the company's operational or financial outlook, nor do they suggest a significant shift in insider sentiment that would warrant an immediate change in investment recommendation. Investors should continue to evaluate ON Semiconductor based on its core business performance and broader market conditions.

Keywords

ON Semiconductor, ON, Hassane El-Khoury, Restricted Stock Units, RSU, Insider Transaction, Executive Compensation, Form 4, Semiconductor Industry