Welcome to our dedicated page for On Semiconductr SEC filings (Ticker: ON), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for onsemi (ON) provides direct access to the company’s regulatory disclosures as ON Semiconductor Corporation, a Nasdaq-listed semiconductor and related device manufacturer. These documents include current reports on Form 8-K, annual reports on Form 10-K, quarterly reports on Form 10-Q, and other materials that together describe the company’s financial condition, risk factors, capital allocation, and strategic initiatives in intelligent power and sensing technologies.
Recent 8-K filings illustrate how onsemi uses SEC reports to communicate material events. Examples include announcements of quarterly financial results, descriptions of restructuring and cost reduction initiatives with associated non-cash impairment and accelerated depreciation charges on manufacturing assets, and details of material definitive agreements such as the Master Framework Agreement related to Vcore power technologies from Aura Semiconductor. Filings also cover governance developments, including changes in Board leadership, and provide furnished earnings releases that outline segment revenue, margins, and cash flow.
For investors analyzing ON stock, these filings are central to understanding how onsemi is aligning its manufacturing footprint with anticipated long-term needs, expanding its power management portfolio for AI data centers, and managing capital through share repurchase programs. Forms 10-K and 10-Q discuss risk factors, the cyclical nature of the semiconductor industry, and other considerations that can affect results in automotive, industrial, AI data center, and advanced imaging markets.
On Stock Titan, SEC documents for onsemi are updated from EDGAR and paired with AI-powered summaries that highlight key points from lengthy filings such as 10-Ks and 10-Qs. Users can quickly see the main themes in each report, track material 8-K events, and review disclosures related to transactions, restructuring, and other significant corporate actions, without reading every page in detail.
ON Semiconductor Group President Sudhir Gopalswamy reported multiple equity compensation transactions in ON common stock. On February 5, 2026, he acquired 23,287, 2,581, 1,239 and 401 shares at $0.0000 per share, reflecting performance-based restricted stock units that were earned based on company performance. These units have vesting schedules extending through February 2026, subject to his continued employment. On February 6, 2026, 6,041 shares were withheld at $65.20 per share to cover taxes due on the vesting. After these transactions, he directly owned 165,452 ON shares, including 402 shares acquired through the employee stock purchase plan.
ON Semiconductor Group President, PSG Simon Keeton reported multiple equity-related transactions. On February 5, 2026, he acquired 23,287, 3,279 and 2,581 common shares at $0.00 per share as performance-based restricted stock units that were earned under awards originally granted in 2023, 2024 and 2025.
These units vest over time, including three annual installments beginning February 10, 2026 and specific vesting on February 6, 2026 for two grants, contingent on continued employment. On February 6, 2026, 9,232 shares were withheld at $65.20 per share to cover taxes upon vesting, leaving him with 252,887 directly held shares, including 129 acquired through the employee stock purchase plan.
ON Semiconductor (ON) executive vice president and CFO Thad Trent updated his shareholdings through performance-based stock vesting and tax withholding transactions. On February 5, 2026, he acquired 31,050, 4,371, and 3,441 common shares at $0.0000 per share from performance-based restricted stock unit awards that were earned based on company performance, with future vesting schedules extending to February 2026 and beyond.
On February 6, 2026, 12,270 shares at $65.20 per share were withheld to cover taxes due upon vesting. After these transactions, he directly beneficially owned 406,169 common shares, including 129 shares acquired under the employee stock purchase plan since his prior filing.
ON Semiconductor CEO and President Hassane El-Khoury reported equity award activity and tax withholding transactions. On February 5, 2026, he received three grants of common stock: 90,966, 12,202, and 9,604 shares at $0.0000 per share, representing performance-based restricted stock units earned under awards originally granted in 2023, 2024, and 2025. Portions of these awards vest on February 6, 2026, and in three annual installments beginning February 10, 2026, subject to continued employment. On February 6, 2026, 34,460 shares were withheld at $65.2 per share to cover taxes upon vesting. Following these transactions, he directly beneficially owned 1,056,372 common shares, including 246 shares acquired through the employee stock purchase plan.
ON Semiconductor Corporation outlines a strategy focused on intelligent power and sensing for automotive, industrial and AI data center markets. In 2025, the company acquired a SiC JFET technology business from Qorvo for
ON launched a major 2025 manufacturing realignment, recording
For 2025, revenue was driven 51% by automotive and 28% by industrial end‑markets, with segments PSG, AMG and ISG contributing 47%, 38% and 15% of revenue, respectively. Distributors generated 54% of revenue, and one distributor accounted for 11%. ON employed about 22,600 full‑time staff across 33 countries as of December 31, 2025.
onsemi reported weaker results for the fourth quarter and full year 2025 as demand softened and restructuring costs weighed on profit. Q4 revenue was $1,530.1 million, down from $1,722.5 million a year earlier, with GAAP gross margin falling to 36.0% and operating margin to 13.1%. GAAP diluted earnings per share were $0.45, versus $0.88 in Q4 2024, while non-GAAP diluted EPS was $0.64, down from $0.95.
For 2025, revenue declined to $5,995.4 million from $7,082.3 million. GAAP operating margin compressed sharply to 1.4%, and GAAP diluted EPS dropped to $0.29 from $3.63, largely due to sizable restructuring and impairment charges. Non-GAAP diluted EPS was $2.35 versus $3.98.
Despite lower earnings, onsemi generated strong free cash flow of $1,418.6 million in 2025 and returned $1.4 billion to shareholders through share repurchases. The company’s 2026 first-quarter outlook guides revenue between $1,435 million and $1,535 million and non-GAAP diluted EPS between $0.56 and $0.66, with a projected non-GAAP gross margin of 37.5% to 39.5%.
The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 51,066,453 shares of ON Semiconductor common stock, representing 12.69% of the class as of December 31, 2025. Vanguard reports shared voting power over 4,003,460 shares and shared dispositive power over 51,066,453 shares.
The shares are held for Vanguard’s clients, who are entitled to dividends and sale proceeds, with no other single client holding more than 5% of the class. Vanguard states the position is held in the ordinary course of business and not to change or influence control. Vanguard also notes a January 12, 2026 internal realignment under which certain subsidiaries will separately report beneficial ownership.
ON Semiconductor Corporation plans to record additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million tied to long-lived manufacturing assets at certain facilities. These charges stem from an ongoing restructuring and cost reduction effort to better align manufacturing capacity and technologies with anticipated long-term needs. Management currently estimates that the lower asset base will reduce recurring depreciation expense in 2026 by approximately $10 million to $15 million. Most of the charges are expected to be recognized between now and the first two quarters of 2026, and the company does not expect them to lead to material future cash expenditures, although actual timing, fair values and disposal costs may differ materially from current estimates.
onsemi announced a planned board leadership transition. Chair Alan Campbell notified the company he will retire from the Board and its committees effective immediately prior to the 2026 annual meeting of stockholders, which is scheduled for May 14, 2026. He will continue to serve as chair until that time and stated his decision was not due to any disagreement with the company’s operations, policies, or practices.
To support continuity, the Board has appointed Thomas L. Deitrich to succeed Mr. Campbell as chair, assuming his renomination and reelection at the 2026 annual meeting.
onsemi reported Q3 2025 results with revenue of $1,550.9 million and gross profit of $587.2 million. Operating income was $264.4 million, and net income was $255.0 million, or $0.63 per diluted share.
For the first nine months of 2025, revenue was $4,465.3 million and the company recorded a net loss of $60.8 million, driven by $608.1 million in restructuring, asset impairments and other charges tied to the 2025 Manufacturing Realignment Program. This included $487.9 million of asset impairments and $235.8 million of excess and obsolete inventory charges recorded in cost of revenue.
Operating cash flow remained strong at $1,205.3 million year-to-date. The company invested $272.1 million in property, plant and equipment and repurchased 19.1 million shares for $925.0 million under its $3.0 billion authorization. Long‑term debt stood at $3,353.1 million, and total assets were $13,010.2 million as of October 3, 2025.
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