Form 4: ON Semiconductor CEO's Equity Transactions

ON Semiconductor CEO Hassane El-Khoury reported acquisitions of performance-based restricted stock units and shares withheld for tax obligations.

Summary

• Hassane El-Khoury, CEO & President of ON Semiconductor Corp, reported a series of equity transactions.
• On February 5, 2026, El-Khoury acquired a total of 112,772 shares of common stock through the vesting of performance-based restricted stock units (RSUs). These acquisitions stemmed from awards granted on February 21, 2025 (90,966 shares), February 21, 2023 (12,202 shares), and February 21, 2024 (9,604 shares).
• On February 6, 2026, 34,460 shares were disposed of at a price of $65.20 per share to cover tax obligations related to the RSU vesting.
• The reported beneficial ownership following these transactions is 1,056,372 shares, which includes an additional 246 shares acquired through the company's Employee Stock Purchase Plan since the last filing.
• A subset of the acquired RSUs (90,966 shares) will vest in three annual installments beginning February 10, 2026, subject to continued employment.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it indicates the achievement of performance metrics leading to RSU vesting and an overall increase in the CEO's beneficial ownership, albeit with a portion sold for tax purposes.

Positives

• Acquisition of 112,772 shares of common stock through the vesting of performance-based restricted stock units, indicating the achievement of performance metrics.
• The CEO's beneficial ownership increased to 1,056,372 shares, including 246 shares acquired via the Employee Stock Purchase Plan, demonstrating continued alignment with shareholder interests.

Negatives

• 34,460 shares were disposed of at $65.20 per share to cover tax liabilities, representing a reduction in direct ownership.

Future Outlook

A subset of the acquired performance-based restricted stock units (90,966 shares) will vest in three annual installments beginning February 10, 2026, contingent on the Reporting Person's continued employment.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures of insider trading activity and do not typically provide broader industry context. These transactions reflect individual executive compensation and ownership changes within ON Semiconductor.

Stakeholder Impact

• Shareholders: Increased alignment with management through higher beneficial ownership, though some shares were sold for tax purposes.
• Employees: The Employee Stock Purchase Plan (ESPP) acquisition shows continued participation in employee stock plans.

Next Steps

• Future vesting of 90,966 performance-based restricted stock units in three annual installments beginning February 10, 2026.

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 withholding, alongside a minor ESPP acquisition. While the increase in beneficial ownership generally signals management confidence, these are pre-scheduled events and 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 catalysts for significant price movement.

Keywords

ON Semiconductor, Hassane El-Khoury, Form 4, RSU, stock ownership, executive compensation, insider trading