Form 4: ON Semi CFO Thad Trent Reports RSU Vesting, Tax Withholding

ON Semiconductor's CFO, Thad Trent, reported the vesting of performance-based restricted stock units and subsequent tax-related share withholding, increasing his direct beneficial ownership.

Summary

• Thad Trent, Executive VP & CFO of ON Semiconductor Corp, reported changes in his beneficial ownership of common stock.
• Acquired 31,050 shares on February 5, 2026, from a performance-based restricted stock unit (RSU) award granted on February 21, 2025, which will vest in three annual installments beginning February 10, 2026.
• Acquired 4,371 shares on February 5, 2026, from a performance-based RSU award granted on February 20, 2023, which vested on February 6, 2026.
• Acquired 3,441 shares on February 5, 2026, from a performance-based RSU award granted on February 21, 2024, which vested on February 6, 2026.
• Disposed of 12,270 shares on February 6, 2026, at a price of $65.2 per share, to cover tax obligations upon the vesting of performance-based restricted stock units.
• Beneficial ownership increased by an additional 129 shares through the Issuer's Employee Stock Purchase Plan since the last Section 16 filing.
• Following these transactions, Thad Trent directly beneficially owns 406,169 shares of ON Semiconductor Corp common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a generally positive, routine filing indicating that performance targets for executive compensation were met, leading to RSU vesting. The subsequent tax-related share disposition is standard practice and does not imply negative sentiment.

Positives

• The vesting of performance-based restricted stock units indicates that ON Semiconductor met specific performance metrics, aligning executive compensation with company success.
• The acquisition of 129 shares through the Employee Stock Purchase Plan demonstrates continued participation and investment by the CFO in the company's equity.

Negatives

• 12,270 shares were disposed of to cover tax liabilities, representing a reduction in the CFO's direct holdings, although this is a standard practice for equity compensation.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions like RSU vestings and tax withholdings are routine events in executive compensation, reflecting the company's performance against pre-set targets. These types of filings are common across the semiconductor industry as a mechanism for aligning executive incentives with shareholder value.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs suggests that the company has met certain performance objectives, which can be viewed positively. The disposition of shares for tax purposes is a standard event and does not typically signal a change in management's confidence.
• Employees: The mention of shares acquired through the Employee Stock Purchase Plan (ESPP) indicates a benefit program for employees, fostering broader employee ownership.

Next Steps

• Continued vesting of the remaining installments of the performance-based RSU award granted on February 21, 2025, subject to continued employment.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of performance-based restricted stock units and subsequent tax-related share dispositions. While the vesting indicates the company met certain performance targets, these transactions do not provide new fundamental information to warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing does not present new material information to alter an existing investment thesis.

Keywords

ON Semiconductor, ON, Thad Trent, CFO, Form 4, RSU, Restricted Stock Units, Insider Transaction, Executive Compensation, Stock Ownership