Form 4: ON Semiconductor Executive's Tax-Related Stock Transaction

ON Semiconductor Group President Simon Keeton reported a tax-related disposition of 5,032 common shares following the vesting of restricted stock units.

Summary

• Simon Keeton, Group President, PSG at ON Semiconductor Corp., reported a transaction on February 10, 2026.
• The transaction involved the disposition of 5,032 shares of common stock.
• These shares were withheld to cover tax liabilities associated with the vesting of performance-based restricted stock units.
• The shares were disposed of at a price of $67.38 per share.
• Following this transaction, Keeton beneficially owns 247,855 shares of ON Semiconductor common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it signifies the vesting of performance-based equity awards, indicating the executive met certain performance criteria, while the disposition itself is a routine tax matter.

Positives

• The transaction indicates the vesting of performance-based restricted stock units, suggesting the executive met performance criteria.

Negatives

• No direct negatives for the company are indicated by this routine tax-related transaction.

Risks

• No specific company risks are detailed in this Form 4 filing.

Future Outlook

N/A. This Form 4 filing reports a past transaction and does not contain forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that routine tax-related dispositions of shares by executives are common following the vesting of equity compensation, reflecting standard compensation practices across the semiconductor industry. This type of transaction does not typically signal a change in executive sentiment towards the company's prospects.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of restricted stock units is a standard compensation and tax management practice widely adopted by publicly traded companies, including peers in the semiconductor sector such as Intel, NVIDIA, and Qualcomm.
• This transaction aligns with typical executive compensation structures that include performance-based equity awards designed to align management incentives with shareholder value.

Related Party Transactions

• N/A. The reported transaction is a standard equity compensation event (tax withholding upon RSU vesting) and not an unusual related party transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact, as it's a routine tax-related transaction for an executive's vested equity.
• Employees: No direct impact.

Key Dates

Recommendation

This Form 4 reports a routine tax-related disposition of shares by an executive following the vesting of restricted stock units. It does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is a standard part of executive compensation and tax management.

Keywords

ON Semiconductor, ON, Form 4, insider transaction, stock ownership, executive compensation, restricted stock units, RSU, Simon Keeton