Form 4: ON Semiconductor Executive's Routine Tax Withholding

ON Semiconductor's Group President, Sudhir Gopalswamy, reported a routine disposition of shares to cover tax obligations from vested restricted stock units.

Summary

• Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor Corp (ON), reported a transaction on February 10, 2026.
• The transaction involved the disposition of 6,191 shares of common stock.
• These shares were withheld to cover taxes due upon the vesting of performance-based restricted stock units.
• The shares were disposed of at a price of $67.38 per share.
• Following this transaction, Gopalswamy beneficially owns 159,261 shares directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a standard administrative transaction related to executive compensation rather than a strategic move or a reflection of company performance.

Positives

• The vesting of performance-based restricted stock units indicates that performance targets were likely met, leading to the issuance of shares to the executive.

Negatives

• The disposition of shares, while for tax purposes, reduces the executive's direct ownership slightly.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that routine executive transactions, such as tax-related share dispositions upon RSU vesting, are common across the semiconductor industry and generally do not reflect a change in company strategy or performance, nor do they typically impact broader industry trends.

Comparison to Industry Standards

• This type of transaction (shares withheld for tax upon RSU vesting) is a standard practice for executive compensation plans across publicly traded companies, including those in the semiconductor sector like Intel, Qualcomm, and NVIDIA. It is a common mechanism to manage tax liabilities associated with equity awards.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine tax-related transaction and not a discretionary sale.
• Employees: No direct impact on the broader employee base.

Key Dates

Keywords

ON Semiconductor, ON, Form 4, Insider Transaction, Stock Vesting, Tax Withholding, Restricted Stock Units, Executive Compensation