Form 4: ON Semi CFO Sells Shares Under 10b5-1 Plan

ON Semiconductor's Executive VP & CFO, Thad Trent, reported the sale of 66,709 common shares, including tax-related dispositions, under a pre-arranged 10b5-1 trading plan.

Summary

• Thad Trent, Executive VP & CFO of ON Semiconductor Corp, filed a Form 4 disclosing changes in beneficial ownership.
• The transactions were executed pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• On February 10, 2026, 6,709 shares were disposed of at $67.38 to cover taxes upon the vesting of performance-based restricted stock units.
• On February 12, 2026, a total of 60,000 common shares were sold in multiple open market transactions.
• The sales on February 12, 2026, occurred at weighted average prices ranging from $70.8719 to $73.3936.
• Following these transactions, Thad Trent directly beneficially owns 339,460 common shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While significant insider sales can sometimes raise questions, the execution under a pre-arranged 10b5-1 plan and the tax-related disposition suggest routine financial management rather than a negative signal about the company's prospects.

Positives

• The sales were conducted under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than an immediate reaction to new information.

Negatives

• A significant volume of shares (60,000 shares in open market sales, plus 6,709 for tax withholding) were disposed of by a key executive.

Risks

• Large insider sales, even under a 10b5-1 plan, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence or a desire for diversification by the executive.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider selling is a common occurrence across all industries, including the semiconductor sector, as executives manage personal finances and diversify portfolios. The use of a 10b5-1 plan is a standard practice to mitigate concerns about trading on material non-public information.

Stakeholder Impact

• Shareholders: May interpret the sales as a signal, though the 10b5-1 plan mitigates immediate concerns.

Key Dates

Keywords

ON Semiconductor, ON, Thad Trent, Form 4, Insider Trading, Share Sale, Executive Compensation, 10b5-1 Plan, Semiconductor Industry