ON insider ownership: who sold, why, and what they still hold

Who	Shares	Price	% of total stake	Total stake after	Trade date	Filed
Sudhir Gopalswamy Group President, AMG & ISG	15,578	$80.00	9.0%	157K	Oct 1, 2026	Oct 2, 2026

What stands out

Two officers sold more than 25% of vested holdings: Trent Thad (43% of holdings, $13.6M, 92% under a disclosed plan) and Simon Keeton (28% of holdings, $4.7M, none under a disclosed plan).Trent Thad: largest sale, Feb 12, 2026 · Simon Keeton: largest sale, Feb 17, 2026

Hassane El-Khoury (2.0% of holdings) sold $1.5M of stock with no disclosed trading plan. The filings don't state a reason.Largest such sale, Feb 12, 2026

Two officers sold shares but ended with larger stakes, because more shares came in than were sold: Sudhir Gopalswamy (sold 22K, 15% of starting holdings; 60K added) and Hassane El-Khoury (sold 20K, 2.1% of starting holdings; 188K added).Sudhir Gopalswamy: largest sale, Oct 1, 2026 · Hassane El-Khoury: largest sale, Feb 12, 2026

Percentages cover all 12 officers and directors. Disclosed company stock is not an insider's whole wealth.

Who sold, and how much of their stake

Officers and directors, past 12 months. Each bar is the insider's vested stake at the start of the period (Oct 8, 2025). The gold part is what they sold.

SoldRest of starting stakeAdded during the period

Trent Thad

Exec VP & CFO

43% · $13.6M92% planned

Simon Keeton

Group President, PSG

28% · $4.7MNo plan disclosed

Sudhir Gopalswamy

Group President, AMG & ISG

15% · $1.6M78% planned

Hassane El-Khoury

CEO & President, Director

2.1% · $1.5MNo plan disclosed

Amounts, filings and trading plans for each seller

Selling by month

Officers and directors, Oct 2025 to Oct 2026. Each sale is counted once: under a disclosed plan, else to cover taxes, else no plan disclosed.

Disclosed planTo cover taxesNo plan disclosed

Common questions

Is the ON Semiconductor CEO selling stock?

Yes. Hassane El-Khoury sold 20K shares ($1.5M, 2.1% of starting holdings) in the past 12 months, none of it under a trading plan disclosed in the filings.

Why are ON Semiconductor insiders selling?

Filings rarely give a reason, and we don't guess at one. What they show is how the sales were made: 64% of sales by value ran under 10b5-1 trading plans disclosed in the filings and 36% had no disclosed plan. A trading plan schedules sales in advance.

Are any ON Semiconductor insiders buying?

No. Officers and directors reported no purchases in the past 12 months.

How much of their stake did ON Semiconductor insiders sell?

About 14% overall. As a group they still hold 97% of their starting shares. The biggest individual seller, Trent Thad, gave up 43% of starting holdings. That covers the 12 months to Oct 8, 2026 and counts vested shares reported on SEC Forms 3, 4 and 5, which is not an insider's whole wealth.

The evidence

Who sold4 officers and directors: amount, % of holdings, trading plan

Who sold	Amount	% of holdings	Trading plan
Trent Thad Exec VP & CFO	$13.6M 170K shares	43%	92% under a disclosed plan
Simon Keeton Group President, PSG	$4.7M 70K shares	28%	No plan disclosed
Sudhir Gopalswamy Group President, AMG & ISG	$1.6M 22K shares	15%	78% under a disclosed plan
Hassane El-Khoury CEO & President, Director	$1.5M 20K shares	2.1%	No plan disclosed

The full ownership picture12 of 12 insiders fully reconciled · 12 officers and directors

Vested shares across all share classes, held directly and through trusts, LLCs and family members, as reported on SEC Forms 3, 4 and 5. Unvested awards and options are never counted as owned shares.

Insider

Held Oct 8, 2025

Sold

Held Oct 8, 2026

Still held

Hassane El-Khoury

Minor difference of 246 shares. Difference is under 0.5% of holdings. Includes unvested RSUs, amount not disclosed.

CEO & President, Director

978K

−20K

1.05M

+7.8%

Vesting, gifts, unvested awards and holding lines for Hassane El-Khoury

0shares vested or exercised

0gifted (net of own trusts)

−92Kwithheld by the company for taxes

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	977,814	1,054,123

Reconciliation: minor difference of 246 shares. Difference is under 0.5% of holdings.

Trent Thad

Minor difference of 616 shares. Difference is under 0.5% of holdings. Includes unvested RSUs, amount not disclosed.

Exec VP & CFO

399K

−170K

271K

68%

Vesting, gifts, unvested awards and holding lines for Trent Thad

0shares vested or exercised

0gifted (net of own trusts)

−34Kwithheld by the company for taxes

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	399,076	271,194

Reconciliation: minor difference of 616 shares. Difference is under 0.5% of holdings.

Simon Keeton

Minor difference of 501 shares. Difference is under 0.5% of holdings. Includes unvested RSUs, amount not disclosed.

Group President, PSG

253K

−70K

214K

84%

Vesting, gifts, unvested awards and holding lines for Simon Keeton

0shares vested or exercised

0gifted (net of own trusts)

−25Kwithheld by the company for taxes

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	253,471	214,123

Reconciliation: minor difference of 501 shares. Difference is under 0.5% of holdings.

Sudhir Gopalswamy

Minor difference of 684 shares. Difference is under 0.5% of holdings. Includes unvested RSUs, amount not disclosed.

Group President, AMG & ISG

144K

−22K

158K

+10%

Vesting, gifts, unvested awards and holding lines for Sudhir Gopalswamy

0shares vested or exercised

0gifted (net of own trusts)

−24Kwithheld by the company for taxes

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	143,583	158,177

Reconciliation: minor difference of 684 shares. Difference is under 0.5% of holdings.

Alan Campbell

Director

85K

no sales

Vesting, gifts, unvested awards and holding lines for Alan Campbell

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	84,689	84,689

Paul Mascarenas

Includes unvested RSUs, amount not disclosed.

Director

55K

58K

no sales

Vesting, gifts, unvested awards and holding lines for Paul Mascarenas

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	55,131	57,716

Christine Yan

Includes unvested RSUs, amount not disclosed.

Director

47K

49K

no sales

Vesting, gifts, unvested awards and holding lines for Christine Yan

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common	46,669	48,655

Gregory Waters

Director

40K

42K

no sales

Vesting, gifts, unvested awards and holding lines for Gregory Waters

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	22,538	24,524
Waters Family Trust	Common	17,000	17,000

Thomas Deitrich

Director

24K

26K

no sales

Vesting, gifts, unvested awards and holding lines for Thomas Deitrich

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	24,074	26,060

Susan Carter

Director

24K

26K

no sales

Vesting, gifts, unvested awards and holding lines for Susan Carter

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	23,652	25,638

Bruce Kiddoo

Director

21K

19K

no sales

Vesting, gifts, unvested awards and holding lines for Bruce Kiddoo

0shares vested or exercised

−3.6Kgifted (net of own trusts)

none reportedunvested awards, start → end

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	20,800	19,216

Achyut Shah

Started reporting during the period; starting holdings are from the Form 3.

Group President, PSG

15K

no sales

Vesting, gifts, unvested awards and holding lines for Achyut Shah

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Started reporting during the period; starting holdings are from the Form 3.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct	Common	15,207	15,207

12 of 12 insiders fully reconciled: starting holdings plus reported transactions match ending holdings (8 exactly, 4 with a minor or footnoted difference). Percentages cover all 12 officers and directors. "Still held" compares ending with starting vested shares; a plus sign means the holding grew.

What explains the selling$21.3M of sales by plan status, purpose, seller and month

Officer and director open-market sales: $21.3M across 281,552 shares. Plan status and stated purpose are separate questions, and a sale can have both.

By plan status

Disclosed plan · $13.7M · 64%

36%

The lighter segment is sales with no plan disclosed in the filing ($7.6M), including tax-related sales outside a plan.

No plan disclosed · $7.6M

Sales with no 10b5-1 plan and no tax reference in the filing. $4.7M of it is Simon Keeton. No plan disclosed is a statement about the filing, not about why the sale happened. Largest such sale: Simon Keeton, Feb 17, 2026

Taxes

174,481 shares ($11.8M) were withheld by the company for taxes, which isn't a market sale.

Seller	Shares sold	Proceeds	Under a disclosed plan	Share of total	Sales dates
Trent Thad Exec VP & CFO	170K	$13.6M	92%	64%	Dec 3, 2025 to Apr 24, 2026
Simon Keeton Group President, PSG	70K	$4.7M	0%	22%	Dec 4, 2025 to Feb 17, 2026
Sudhir Gopalswamy Group President, AMG & ISG	22K	$1.6M	78%	8%	Mar 13, 2026 to Oct 1, 2026
Hassane El-Khoury CEO & President, Director	20K	$1.5M	0%	7%	Feb 12, 2026 to Feb 12, 2026

Sales by month

Month	Sale proceeds	Disclosed plan	To cover taxes	No plan disclosed
Oct 2025	$0	$0	$0	$0
Nov 2025	$0	$0	$0	$0
Dec 2025	$2.3M	$0	$0	$2.3M
Jan 2026	$0	$0	$0	$0
Feb 2026	$9.2M	$4.3M	$0	$5.0M
Mar 2026	$359K	$0	$0	$359K
Apr 2026	$8.2M	$8.2M	$0	$0
May 2026	$0	$0	$0	$0
Jun 2026	$0	$0	$0	$0
Jul 2026	$0	$0	$0	$0
Aug 2026	$0	$0	$0	$0
Sep 2026	$0	$0	$0	$0
Oct 2026	$1.2M	$1.2M	$0	$0

Is this normal? Selling year by year5 earlier years to compare with

In line with the past 5 years. 4 insiders sold; the average is 6 a year.

12 months ending	Shares sold	Insiders who sold	Proceeds
Oct 8, 2026 Latest 12 months	282K	4	$21.3M
Oct 8, 2025 1 year earlier	84K	4	$5.1M
Oct 8, 2024 2 years earlier	71K	4	$5.3M
Oct 9, 2023 3 years earlier	124K	5	$11.7M
Oct 9, 2022 4 years earlier	116K	5	$7.0M
Oct 9, 2021 5 years earlier	1.04M	10	$29.8M

Open-market sales (Form 4 code S) by people who were officers or directors, in split-adjusted shares. Earlier years include people who have since left. A sale that an outside holder also reports (a family trust, a fund) is counted with outside holders in every year. Shares, not dollars, are compared, so a change in the stock price doesn't look like a change in selling. Years the filings don't fully cover are shown but left out of the average.

Known gaps and uncertaintyEvery officer and director reconciles

Every officer and director reconciles for this period.

Hassane El-Khoury: minor difference of 246 shares. Difference is under 0.5% of holdings.

Trent Thad: minor difference of 616 shares. Difference is under 0.5% of holdings.

Simon Keeton: minor difference of 501 shares. Difference is under 0.5% of holdings.

Sudhir Gopalswamy: minor difference of 684 shares. Difference is under 0.5% of holdings.

External context: we only cite outside events when a documented connection exists. None is shown for this period.

Sources and methodology1,554 filings from SEC EDGAR, and how we read them

All 1,554 Forms 3, 4 and 5 filed for ON Semiconductor (SEC CIK 1097864) from Nov 7, 2003 to Oct 2, 2026, retrieved from SEC EDGAR on Oct 8, 2026. Prices are the ones reported in each filing, often weighted averages.

Holdings. Each holding line (a share class plus an owner, such as a trust or LLC) carries its last reported balance forward. Entities first reported during the period start at zero, so transfers between an insider's own trusts don't count as selling. Lines not reported for three years or more are listed separately and left out of totals.

Sales. A sale counts as under a 10b5-1 plan if its footnote cites one or the filing's Rule 10b5-1 box is checked, and as tax-related if its footnote cites tax obligations or sell-to-cover. Shares withheld by the company for taxes are listed separately. Sales with neither attribute are labeled "no plan disclosed".

Full methodology

Former or inactive filers (48)No filing in 18 months; last reported balances, not in any total

Name	Last filed	Last reported balance
Atsushi Abe	May 17, 2024	176,886 shares, last reported balance as of May 16, 2024
Christina Lampe-Onnerud	May 17, 2024	4,684 shares, last reported balance as of May 16, 2024
Ross Jatou	Feb 22, 2024	112,730 shares, last reported balance as of Feb 20, 2024
Bernard Colpitts Jr.	Sep 13, 2023	31,045 shares, last reported balance as of Sep 12, 2023
Robert Tong	Mar 6, 2023	60,143 shares, last reported balance as of Mar 2, 2023
Gilles Delfassy	May 27, 2022	55,667 shares, last reported balance as of May 26, 2022
Vince Hopkin	May 12, 2022	169,073 shares, last reported balance as of May 10, 2022
George Cave	Sep 10, 2021	200,975 shares, last reported balance as of Sep 8, 2021
Paul Rolls	Apr 13, 2021	179,446 shares, last reported balance as of Apr 9, 2021
Emmanuel Hernandez	Mar 10, 2021	25,000 shares, last reported balance as of Mar 9, 2021
William Schromm	Nov 17, 2020	489,025 shares, last reported balance as of Nov 13, 2020
Bernard Gutmann	Nov 13, 2020	555,242 shares, last reported balance as of Nov 10, 2020
Keith Jackson	Oct 19, 2020	2,518,458 shares, last reported balance as of Oct 15, 2020
Daryl Ostrander	Mar 19, 2020	47,225 shares, last reported balance as of Mar 17, 2020
Taner Ozcelik	Mar 10, 2020	171,507 shares, last reported balance as of Mar 6, 2020
Curtis Crawford	Jun 5, 2019	239,380 shares, last reported balance as of Jun 3, 2019
Teresa Ressel	Jun 5, 2019	260,205 shares, last reported balance as of Jun 3, 2019
William Hall	Nov 19, 2018	400,015 shares, last reported balance as of Nov 15, 2018
Robert Klosterboer	Mar 16, 2018	363,030 shares, last reported balance as of Mar 14, 2018
Daniel McCranie	Feb 22, 2017	181,679 shares, last reported balance as of Feb 17, 2017
Mamoon Rashid	Jan 12, 2017	234,911 shares, last reported balance as of Jan 10, 2017
Bernard Han	Jun 4, 2014	71,483 shares, last reported balance as of Jun 2, 2014
Phillip Hester	Jun 5, 2013	63,024 shares, last reported balance as of Jun 3, 2013
Robert Mahoney	May 9, 2013	93,940 shares, last reported balance as of May 7, 2013
Donald Colvin	Aug 14, 2012	677,743 shares, last reported balance as of Aug 10, 2012
William Nelson	May 7, 2012	704,512 shares, last reported balance as of May 3, 2012
Michael Williams	Aug 9, 2011	98,919 shares, last reported balance as of Aug 5, 2011
Robert Smith	Jun 8, 2011	97,805 shares, last reported balance as of Jun 6, 2011
Francis Barton	Mar 9, 2011	57,463 shares, last reported balance as of Mar 7, 2011
Gelu Voicu	Jan 6, 2009	349,890 shares, last reported balance as of Jan 2, 2009
Christine King	Aug 12, 2008	129,449 shares, last reported balance as of Aug 8, 2008
William George	Mar 7, 2008	81,930 shares, last reported balance as of Mar 5, 2008
TPG ADVISORS II INC	May 9, 2007	166,409,575 shares, last reported balance as of May 7, 2007
Jerome Gregoire	Mar 7, 2007	31,000 shares, last reported balance as of Mar 5, 2007
Richard Boyce	Mar 7, 2007	209,075 shares, last reported balance as of Mar 5, 2007
Justin Chang	Mar 7, 2007	21,000 shares, last reported balance as of Mar 5, 2007
John Marren	Mar 7, 2007	21,000 shares, last reported balance as of Mar 5, 2007
Kevin Burns	Mar 7, 2007	21,000 shares, last reported balance as of Mar 5, 2007
Thomas Kettlewell	Mar 7, 2007	11,400 shares, last reported balance as of Mar 5, 2007
Peter Green	Jun 7, 2006	17,500 shares, last reported balance as of Jun 5, 2006
William Bradford	Mar 27, 2006	31,500 shares, last reported balance as of Jan 19, 2006
Larry Sims	Feb 18, 2005	No balance on record
Ramesh Ramchandani	Feb 9, 2004	No balance on record
Michael Heitzman	Feb 9, 2004	No balance on record
Charlotte Diener	Feb 9, 2004	No balance on record
William Franke	Feb 9, 2004	No balance on record
TPG ADVISORS INC	Feb 5, 2004	111,999,433 shares, last reported balance as of Feb 3, 2004
Teruo Tabata		No balance on record

ON Semiconductor insiders sold $21.3M in the past 12 months. How much of their stake is that?

What stands out

Who sold, and how much of their stake

Selling by month

Common questions

Is the ON Semiconductor CEO selling stock?

Why are ON Semiconductor insiders selling?

Are any ON Semiconductor insiders buying?

How much of their stake did ON Semiconductor insiders sell?

The evidence

No plan disclosed · $7.6M

Taxes

Sales by month