Form 4: ON Semi Exec's RSU Vesting & Tax Withholding

ON Semiconductor Group President Sudhir Gopalswamy reported the vesting of restricted stock units and subsequent tax-related share dispositions.

Summary

• Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor Corp, reported changes in his beneficial ownership.
• On February 20, 2026, 31,834 shares of common stock were acquired at a price of $0.0000, representing the vesting of time-based restricted stock units.
• These restricted stock units are scheduled to vest in three equal annual installments, beginning on the first anniversary of the grant date, contingent on continued employment.
• On February 20, 2026, 1,455 shares of common stock were disposed of at $69.11 per share to cover taxes due upon RSU vesting.
• On February 21, 2026, an additional 9,583 shares of common stock were disposed of at $69.11 per share, also for tax withholding related to RSU vesting.
• Following these transactions, Gopalswamy beneficially owns 180,057 shares of common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting standard executive compensation and retention mechanisms, with no immediate implications for company performance or strategy.

Positives

• The acquisition of 31,834 shares indicates a vesting event for restricted stock units, reflecting continued long-term incentive compensation for a key executive.
• The vesting schedule (three equal annual installments) aligns executive incentives with long-term company performance and retention.

Negatives

• A total of 11,038 shares (1,455 + 9,583) were disposed of to cover tax obligations, which is a routine event but reduces the executive's direct ownership slightly.

Future Outlook

The filing indicates future vesting events for the restricted stock units in two more equal annual installments after the first anniversary of the grant date, subject to continued employment.

Industry Context

StockSavvy.ai notes that routine Form 4 filings detailing RSU vesting and subsequent tax-related sales are common for executives in the semiconductor industry. These transactions typically reflect pre-scheduled compensation events rather than discretionary trading based on new material information.

Comparison to Industry Standards

• The vesting of restricted stock units is a standard component of executive compensation packages across the technology and semiconductor sectors, similar to practices at companies like Intel, NVIDIA, and Qualcomm.
• The disposition of shares to cover tax obligations upon vesting is a common and expected practice, often executed automatically under Rule 10b5-1 plans, aligning with global benchmarks for executive equity compensation management.

Related Party Transactions

• The RSU vesting and tax withholding are part of the executive's compensation, which is a standard related-party transaction in the context of employment.

Stakeholder Impact

• Shareholders: The transactions are routine and reflect standard executive compensation practices, unlikely to have a significant direct impact on shareholder value. The executive's continued ownership of a substantial number of shares aligns interests.
• Employees: The RSU vesting demonstrates the company's commitment to executive retention and performance-based compensation, which can positively influence overall employee morale and incentive structures.

Next Steps

• The remaining restricted stock units will vest in two more equal annual installments after the first anniversary of the grant date, subject to continued employment.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (RSU vesting and tax-related sales) and does not contain new material information that would warrant a change in investment recommendation. The transactions are expected and reflect standard corporate governance and compensation practices, thus maintaining a 'hold' stance is appropriate.

Keywords

ON Semiconductor, ON, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Executive Compensation, Sudhir Gopalswamy, Share Ownership, Tax Withholding