Form 4: ON Semi Exec Keeton Reports RSU Vesting, Tax Withholding

ON Semiconductor Group President Simon Keeton reported the vesting of performance-based restricted stock units and subsequent tax-related share disposals.

Summary

• Simon Keeton, Group President of PSG at ON Semiconductor Corp, reported several transactions related to his beneficial ownership.
• On February 5, 2026, Keeton acquired 23,287 common shares from performance-based restricted stock units (RSUs) originally granted on February 21, 2025, which were earned based on the company's performance. These units will vest in three annual installments beginning February 10, 2026.
• Also on February 5, 2026, Keeton acquired 3,279 common shares from performance-based RSUs originally granted on February 20, 2023, which were earned based on performance and vested on February 6, 2026.
• Additionally, on February 5, 2026, Keeton acquired 2,581 common shares from performance-based RSUs originally granted on February 21, 2024, which were earned based on performance and vested on February 6, 2026.
• On February 6, 2026, 9,232 common shares were disposed of at a price of $65.2 per share to cover taxes due upon the vesting of performance-based restricted stock units.
• Following these transactions, Keeton's direct beneficial ownership stands at 252,887 common shares, which includes an additional 129 shares acquired through the Employee Stock Purchase Plan since his last Section 16 filing.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, as the earning of performance-based RSUs suggests the company met its internal targets, reflecting positively on its operational execution, despite the routine tax-related share disposal.

Positives

• Simon Keeton earned 29,147 common shares (23,287 + 3,279 + 2,581) from performance-based restricted stock units, indicating the Issuer met underlying performance metrics.
• The acquisition of 129 shares through the Employee Stock Purchase Plan suggests continued participation and confidence in the company by the reporting person.

Negatives

• 9,232 shares were disposed of to cover tax obligations, which is a common practice but reduces the insider's direct holdings.

Future Outlook

A portion of the performance-based restricted stock units granted on February 21, 2025, will vest in three annual installments beginning on February 10, 2026, contingent on Simon Keeton's continued employment.

Industry Context

StockSavvy.ai notes that insider transactions like these are common in the semiconductor industry, reflecting executive compensation structures tied to company performance. The vesting of performance-based RSUs indicates that ON Semiconductor likely met specific operational or financial targets, which is generally a positive signal for the company's health within the competitive semiconductor landscape.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs suggests the company met performance targets, which could be viewed positively. The tax-related sale is a routine event and not indicative of a lack of confidence.
• Employees: The RSU awards and ESPP participation highlight the company's compensation structure and employee ownership opportunities.

Next Steps

• The remaining portion of the performance-based restricted stock units granted on February 21, 2025, will vest in three annual installments beginning on February 10, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of performance-based restricted stock units and subsequent tax withholding. While the earning of RSUs indicates the company met performance targets, which is a positive signal, the nature of the transaction is not significant enough to warrant a change in investment recommendation. It provides insight into executive compensation and ownership but does not present new fundamental information that would alter the investment thesis for ON Semiconductor.

Keywords

ON Semiconductor, ON, Simon Keeton, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Employee Stock Purchase Plan, Executive Compensation, Semiconductor Industry