ON Semiconductor (NASDAQ: ON) officer uses 470 shares for tax withholding

Rhea-AI Filing Summary

ON Semiconductor Group President Sudhir Gopalswamy reported a small tax-related share disposition. 470 common shares were withheld at $127 per share to cover taxes due on vesting of restricted stock units. After this, he directly holds 173,588 shares, including 115 shares acquired through the Employee Stock Purchase Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GOPALSWAMY SUDHIR

Role Group President, AMG & ISG

Type	Security	Shares	Price	Value
Tax Withholding	Common	470	$127.00	$60K

Holdings After Transaction: Common — 173,588 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld to cover taxes due upon the vesting of restricted stock units. Includes an additional 115 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

Key Figures

Shares withheld for taxes: 470 shares Withholding price per share: $127.00 per share Shares held after transaction: 173,588 shares +1 more

4 metrics

Shares withheld for taxes 470 shares Tax-withholding disposition on common stock

Withholding price per share $127.00 per share Value used for tax-withholding shares

Shares held after transaction 173,588 shares Direct common stock holdings following Form 4

Additional ESPP shares 115 shares Acquired under Employee Stock Purchase Plan since last filing

Key Terms

restricted stock units, Employee Stock Purchase Plan, tax-withholding disposition

3 terms

restricted stock units financial

"Represents shares withheld to cover taxes due upon the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"Includes an additional 115 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GOPALSWAMY SUDHIR

(Last) (First) (Middle)

5701 NORTH PIMA ROAD

(Street)

SCOTTSDALE ARIZONA 85250

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President, AMG & ISG

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	05/26/2026		F		470(1)	D	$127	173,588(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to cover taxes due upon the vesting of restricted stock units.

2. Includes an additional 115 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.

	/s/ Hope M. Spencer, Attorney-in-Fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ON (ON Semiconductor) report for Sudhir Gopalswamy?

ON Semiconductor reported a tax-withholding disposition for executive Sudhir Gopalswamy. The company withheld 470 common shares at $127 per share to cover taxes due upon vesting of restricted stock units, a routine non-market transaction.

Was the ON (ON Semiconductor) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 470 shares were withheld by the company at $127 per share to satisfy tax obligations triggered when restricted stock units vested.

How many ON (ON Semiconductor) shares does Sudhir Gopalswamy hold after this filing?

Following the tax-withholding transaction, Sudhir Gopalswamy directly holds 173,588 ON Semiconductor common shares. This figure includes an additional 115 shares acquired through the company’s Employee Stock Purchase Plan since his prior Section 16 filing.

What price per share was used in the ON (ON Semiconductor) tax-withholding transaction?

The company used a price of $127 per share for the 470 common shares withheld. This value determines the amount applied toward Sudhir Gopalswamy’s tax liability when his restricted stock units vested.

What triggered the tax-withholding share disposition reported by ON (ON Semiconductor)?

The disposition was triggered by the vesting of restricted stock units held by Sudhir Gopalswamy. To cover taxes due at vesting, ON Semiconductor withheld 470 common shares instead of requiring a separate cash payment.