Form 4: ON Semiconductor Executive's RSU Vesting and Tax Withholding
Insider Transaction Report
ON Semiconductor Group President Sudhir Gopalswamy reported the vesting of performance-based restricted stock units and subsequent disposition of shares for tax obligations.
Summary
- Sudhir Gopalswamy, Group President, AMG & ISG at ON Semiconductor Corp, reported changes in beneficial ownership of common stock.
- On February 5, 2026, Gopalswamy acquired a total of 27,508 shares of common stock through the vesting of performance-based restricted stock units (RSUs) at a price of $0.00 per share. These RSUs were granted on various dates between February 2023 and February 2025.
- On February 6, 2026, 6,041 shares were disposed of at a price of $65.20 per share to cover tax obligations related to the RSU vesting.
- Gopalswamy's direct beneficial ownership of common stock increased by 402 shares through the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
- Following these transactions, Gopalswamy directly beneficially owns 165,452 shares of ON Semiconductor common stock.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a moderately positive signal, as the vesting of performance-based RSUs indicates the company achieved its performance targets, and the executive continues to hold a significant stake.
Positives
- The vesting of 27,508 performance-based restricted stock units indicates that ON Semiconductor met specific performance metrics, leading to the earning of these awards.
- The increase in beneficial ownership by 402 shares through the Employee Stock Purchase Plan demonstrates continued insider investment in the company.
Negatives
- 6,041 shares were disposed of solely to cover tax liabilities associated with the RSU vesting, which is a routine event and not a discretionary sale by the executive.
Future Outlook
The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, beyond the scheduled future vesting of certain restricted stock units.
Industry Context
StockSavvy.ai notes that executive compensation, particularly through performance-based restricted stock units, is a common practice in the semiconductor industry to align management incentives with shareholder value. The routine nature of these transactions, including tax-related dispositions, is typical for executives receiving equity compensation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Sudhir Gopalswamy granted a Power of Attorney to several individuals (Thad Trent, Paul Dutton, Travis Ruffo, Hope M. Spencer, Angela Park, and Joshua B. Naftulin) to prepare, execute, and deliver SEC reports on his behalf, including Forms 3, 4, 5, and 144. | 2025-11-12 | Streamlines the process for filing required insider transaction reports, ensuring timely compliance with SEC regulations. |
Stakeholder Impact
- Shareholders: The vesting of performance-based RSUs suggests that company performance metrics were met, which is generally positive for shareholder value. The executive's continued significant ownership aligns interests.
- Employees: The existence of an Employee Stock Purchase Plan (ESPP) and RSU awards indicates a compensation structure designed to incentivize and retain key personnel.
Next Steps
- Future annual installments of performance-based restricted stock units granted on February 21, 2025, will vest beginning on February 10, 2026, subject to continued employment.
Key Dates
| Date | Description |
|---|---|
| 2023-02-20 | Original grant date for a subset of performance-based restricted stock units that vested on February 6, 2026. |
| 2023-05-26 | Original grant date for a subset of performance-based restricted stock units that vested on February 6, 2026. |
| 2024-02-21 | Original grant date for a subset of performance-based restricted stock units that vested on February 6, 2025. |
| 2025-02-21 | Original grant date for a subset of performance-based restricted stock units that will vest in three annual installments beginning on February 10, 2026. |
| 2025-11-12 | Date Sudhir Gopalswamy granted Power of Attorney to several individuals for SEC filings. |
| 2026-02-05 | Date of acquisition of 27,508 common shares due to RSU vesting. |
| 2026-02-06 | Date of disposition of 6,041 common shares for tax withholding and vesting of certain RSUs. |
| 2026-02-09 | Signature date of the Form 4 filing by Attorney-in-Fact. |
| 2026-02-10 | First vesting date for a subset of performance-based restricted stock units granted on February 21, 2025. |
Keywords
ON Semiconductor, ON, Sudhir Gopalswamy, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Employee Stock Purchase Plan, Executive Compensation, Semiconductor Industry
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