=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-05
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: ON SEMICONDUCTOR CORP (ON)
CIK: 0001097864
--- Reporting Owner ---
Name: GOPALSWAMY SUDHIR
CIK: 0001722291
Role: Officer (Group President, AMG & ISG)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common
Date: 2026-02-05 | Code: A (Grant or award)
Shares: +23,287 | Price: $0.00
Shares Owned After: 167,272 | Ownership: D (Direct)
Footnotes:
[F1] Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2025, that were earned based on the Issuer's performance as measured against the underlying metrics. These units will vest in three annual installments beginning on February 10, 2026, subject to the Reporting Person's continued employment through the applicable vesting date.
[Transaction #2]
Security: Common
Date: 2026-02-05 | Code: A (Grant or award)
Shares: +2,581 | Price: $0.00
Shares Owned After: 169,853 | Ownership: D (Direct)
Footnotes:
[F2] Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2024, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2025.
[Transaction #3]
Security: Common
Date: 2026-02-05 | Code: A (Grant or award)
Shares: +1,239 | Price: $0.00
Shares Owned After: 171,092 | Ownership: D (Direct)
Footnotes:
[F3] Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 20, 2023, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.
[Transaction #4]
Security: Common
Date: 2026-02-05 | Code: A (Grant or award)
Shares: +401 | Price: $0.00
Shares Owned After: 171,493 | Ownership: D (Direct)
Footnotes:
[F4] Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on May 26, 2023, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.
[Transaction #5]
Security: Common
Date: 2026-02-06 | Code: F (Payment of exercise/tax)
Shares: -6,041 | Price: $65.20
Total Value: $393,873.20
Shares Owned After: 165,452 | Ownership: D (Direct)
Footnotes:
[F5] Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.
[F6] Includes an additional 402 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
--- Footnotes (Complete Index) ---
F1: Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2025, that were earned based on the Issuer's performance as measured against the underlying metrics. These units will vest in three annual installments beginning on February 10, 2026, subject to the Reporting Person's continued employment through the applicable vesting date.
F2: Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 21, 2024, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2025.
F3: Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on February 20, 2023, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.
F4: Represents the subset of an award of performance-based restricted stock units, originally granted to the Reporting Person on May 26, 2023, that (a) were earned based on the Issuer's performance as measured against the underlying metrics and (b) will vest on February 6, 2026.
F5: Represents shares withheld to cover taxes due upon the vesting of performance-based restricted stock units.
F6: Includes an additional 402 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
--- Signature ---
/s/ /s/ Hope M. Spencer, Attorney-in-Fact (2026-02-09)
