Form 4: ON Semi CEO Sells Shares Under Pre-Arranged Plan

Sentiment:

Insider Transaction Report 15 August 2025 5:19 PM

ON Semiconductor CEO Hassane El-Khoury sold 15,000 shares of common stock for $51.2173 per share under a pre-arranged trading plan.

Summary

Hassane El-Khoury, CEO and President of ON Semiconductor Corp (ON), disposed of 15,000 shares of common stock.
The transaction occurred on August 13, 2025, at a weighted average sale price of $51.2173 per share.
The sale was executed pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
Following this transaction, Hassane El-Khoury directly beneficially owns 977,814 shares of common stock.
The reported beneficial ownership includes an additional 255 shares acquired by Mr. El-Khoury under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
The sale price ranged from $51.16 to $51.26 per share across multiple trades.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider sale, the fact that it's under a Rule 10b5-1 plan mitigates negative interpretations, as it's a pre-scheduled transaction. The acquisition of shares via ESPP also adds a minor positive note.

Positives

The sale was conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled, non-discretionary transaction rather than an immediate reaction to new information.
The reporting person acquired an additional 255 shares through the company's Employee Stock Purchase Plan, demonstrating continued participation in employee ownership programs.

Negatives

The transaction represents a reduction in direct beneficial ownership by a key executive, which can sometimes be perceived negatively by investors, even if pre-planned.

Future Outlook

Industry Context

This filing is a routine insider transaction report and does not provide information related to broader industry trends or competitive landscape.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Power of Attorney Grant	Hassane El-Khoury granted a Power of Attorney to several individuals, including Hope M. Spencer, to prepare, execute, and deliver SEC filings (e.g., Forms 3, 4, 5, 144, Schedules 13D/13G) on his behalf and manage his EDGAR account.	08/15/2025	This streamlines the process for Mr. El-Khoury to comply with SEC reporting requirements for insider transactions and beneficial ownership, ensuring timely and accurate filings.

Stakeholder Impact

Shareholders: The sale by the CEO, while pre-planned, slightly reduces insider ownership. However, the 10b5-1 plan suggests it's not based on new, undisclosed negative information, thus minimizing potential negative sentiment.

Key Dates

Date	Description
08/13/2025	Date of common stock disposition transaction by Hassane El-Khoury.
08/15/2025	Date the Form 4 was signed by Hope M. Spencer, Attorney-in-Fact, and the Power of Attorney became effective.

Recommendation

hold

The filing details a routine insider stock sale executed under a pre-arranged Rule 10b5-1 plan. Such transactions are typically non-discretionary and do not usually signal a change in the company's fundamental outlook or warrant a shift in investment thesis. Therefore, a 'hold' recommendation is appropriate as this specific filing does not present new information that would significantly alter the investment case for ON Semiconductor.

Keywords

ON Semiconductor, ON, Hassane El-Khoury, Insider Sale, Form 4, CEO, Semiconductor, 10b5-1 Plan

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