Form 4: ON Semiconductor CFO Sells 20,000 Shares

ON Semiconductor's Executive VP and CFO, Thad Trent, sold 20,000 shares of common stock for approximately $1.1 million in a pre-planned transaction.

Summary

• Thad Trent, Executive VP & CFO of ON Semiconductor Corp (ON), disposed of 20,000 shares of common stock.
• The transaction occurred on December 3, 2025, at a weighted average sale price of $55.0486 per share.
• The total value of the shares sold was approximately $1,100,972.
• The sale was executed pursuant to a Rule 10b5-1 pre-planned trading arrangement.
• Following the transaction, Thad Trent beneficially owns 379,448 shares of ON Semiconductor common stock.
• The reported beneficial ownership includes an additional 372 shares acquired by Thad Trent under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

Sentiment

Score: 5

Explanation: Neutral. The sale is a routine insider transaction conducted under a pre-planned Rule 10b5-1 arrangement, which mitigates negative sentiment often associated with insider selling. The executive still holds a substantial number of shares.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction for personal financial planning rather than an immediate reaction to new information.
• The reporting person still retains a significant number of shares (379,448), demonstrating continued alignment with shareholder interests.

Negatives

• An insider sale, even if pre-planned, reduces the insider's direct equity stake and can sometimes be perceived with slight caution by the market.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely a report of an insider transaction.

Management Comments

• This disposition transaction was executed in multiple trades at prices ranging from $54.85 to $55.26. The price reported above reflects the weighted average sale price.
• The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
• Includes an additional 372 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide information directly related to broader semiconductor industry trends or competitive landscape. Insider trading activity is typically viewed in the context of individual financial planning rather than as a direct indicator of industry-wide shifts.

Comparison to Industry Standards

• This filing is a standard insider transaction report (Form 4) and does not contain information that allows for a direct comparison of company results or projects to global industry benchmarks or specific comparable companies. The transaction itself is a routine disclosure for executive stock sales.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the Rule 10b5-1 plan and retained holdings mitigate significant concern regarding management's confidence in the company.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares and prices at which the transaction was effected, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer.

Key Dates

Recommendation

The filing reports a routine insider sale by the CFO under a pre-planned Rule 10b5-1 arrangement. While it represents a reduction in direct insider ownership, the pre-planned nature and the executive's continued substantial holding of shares suggest it is not a signal of negative company-specific news. Therefore, the filing itself does not provide a strong basis for a change in investment recommendation, warranting a 'hold' position based solely on this information.

Keywords

ON Semiconductor, ON, Thad Trent, Insider Sale, Form 4, Stock Transaction, CFO, Rule 10b5-1, Semiconductor Industry