Form 4: ON Semiconductor Executive Sells $1.17M in Stock

ON Semiconductor's Group President, PSG, Simon Keeton, sold 21,000 shares of common stock for approximately $1.17 million on December 4, 2025.

Summary

• Simon Keeton, Group President, PSG, at ON Semiconductor Corp, disposed of 21,000 shares of common stock.
• The transaction occurred on December 4, 2025, at a weighted average sale price of $55.7171 per share.
• The total value of the shares sold was approximately $1,169,950.90.
• The sale was executed in multiple trades with prices ranging from $55.70 to $55.76 per share.
• Following this transaction, Simon Keeton beneficially owns 232,843 shares of ON Semiconductor common stock.
• The reported beneficial ownership includes an additional 372 shares acquired by Mr. Keeton through the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by a high-ranking executive. While the sale was pre-planned under a 10b5-1 plan, which mitigates some of the negative implications, any reduction in insider ownership can be viewed with caution by the market. It is not a strong negative signal, but it is not positive either.

Negatives

• A high-ranking executive's disposition of a significant number of shares, even if pre-planned, can sometimes be interpreted by the market as a lack of confidence or a signal for personal liquidity needs rather than a positive outlook for the company's stock.

Future Outlook

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

Industry Context

This insider transaction reflects an individual executive's stock activity within the semiconductor industry. It does not provide broader insights into industry trends or competitive landscape, but rather a specific financial event for a key executive at ON Semiconductor.

Stakeholder Impact

• Shareholders may interpret the executive's sale as a signal regarding the company's future prospects or the executive's personal view on the stock's valuation, potentially influencing their investment decisions.
• Employees, particularly those with stock-based compensation, might observe insider trading activity as an indicator of management's confidence.

Key Dates

Recommendation

While a significant insider sale by a Group President could be a cause for concern, this transaction was executed under a Rule 10b5-1 plan, indicating it was pre-scheduled and not necessarily based on new, material non-public information. Without additional context on the executive's overall compensation structure, personal financial planning, or other company-specific news, a single insider sale typically warrants a 'hold' recommendation. Investors should monitor future insider activity and company performance rather than reacting solely to this one event.

Keywords

ON Semiconductor, ON, Insider Sale, Stock Disposition, Simon Keeton, Form 4, Executive Stock Sale, Semiconductor Industry