Form 4: ON Semiconductor CEO Sells Shares, Covers Taxes

ON Semiconductor's CEO and President, Hassane El-Khoury, reported the sale of 20,000 common shares and the withholding of 20,762 shares for tax purposes.

Summary

• Hassane El-Khoury, CEO & President of ON Semiconductor Corp, reported transactions involving common stock.
• On February 10, 2026, 20,762 shares were withheld at $67.38 per share to cover taxes due upon the vesting of performance-based restricted stock units.
• On February 12, 2026, 100 common shares were sold at $73.56 per share.
• Also on February 12, 2026, an additional 19,900 common shares were sold at a weighted average price of $73.018 per share, with prices ranging from $72.53 to $73.52.
• Following these transactions, El-Khoury directly beneficially owns 1,015,610 common shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can sometimes be a negative signal, the amount sold is relatively small compared to total holdings, and a portion of the shares were withheld for tax purposes, which is a routine event related to equity compensation.

Positives

• The withholding of shares for taxes is a standard procedure related to the vesting of equity awards, indicating the executive is realizing value from previously granted compensation.

Negatives

• The sale of 20,000 common shares by the CEO could be interpreted by some investors as a reduction in direct exposure to the company's stock.

Risks

• While not a direct risk, significant or repeated insider selling can sometimes be perceived as a lack of confidence by management, potentially influencing investor sentiment.

Future Outlook

Not applicable, as this Form 4 filing reports past insider transactions and does not contain forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales, are routinely monitored by investors for signals regarding management's confidence in the company's future prospects. While these sales represent a small fraction of the CEO's total holdings, they occur within the broader semiconductor industry, which is currently experiencing dynamic shifts in demand and supply chain conditions.

Comparison to Industry Standards

• Not applicable, as this filing details individual insider transactions rather than company performance metrics that can be benchmarked against industry peers or global standards.

Stakeholder Impact

• Shareholders: May interpret the sales as a minor signal regarding management's view on the stock, though the overall impact is likely limited given the context of tax withholding and the relatively small percentage of total holdings sold.

Next Steps

• Not applicable, as this Form 4 filing reports completed insider transactions and does not outline future actions or milestones.

Key Dates

Recommendation

This Form 4 filing reports routine insider transactions, including tax-related share withholding and a relatively small sale of shares by the CEO. While insider sales are often scrutinized, these transactions alone do not provide sufficient information to warrant a change in investment thesis. Investors should consider these transactions in the broader context of the company's financial performance, strategic initiatives, and overall market conditions. Therefore, a 'hold' recommendation is appropriate based solely on this filing.

Keywords

ON Semiconductor, ON, Hassane El-Khoury, insider trading, Form 4, stock sale, CEO, equity compensation, semiconductor, beneficial ownership