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ON Semiconductor Corporation (onsemi, ON) filed a Form S-4 to register up to 61,448,587 shares of onsemi common stock to be issued as stock consideration in its proposed all‑stock acquisition of Synaptics Incorporated through a merger of a wholly owned subsidiary into Synaptics.
Each Synaptics share (other than excluded shares) will be converted into 1.350 shares of onsemi, with cash paid only in lieu of fractional shares. Based on onsemi prices, this implied about $156.25 per Synaptics share at $115.74 (June 24, 2026) and $109.05 at $80.78 (August 4, 2026). Post‑merger, existing onsemi holders are expected to own about 88% and former Synaptics holders about 12% of onsemi on a fully diluted basis. The deal requires approval by a majority of Synaptics outstanding shares, multiple regulatory clearances, and is intended to qualify as a tax‑free reorganization under Section 368(a).
ON Semiconductor Corporation reports progress on its planned acquisition of Synaptics Incorporated. ON’s wholly owned subsidiary, Sonic Acquisition Corp., is slated to merge with Synaptics, with Synaptics surviving as a wholly owned subsidiary of ON, under an existing Agreement and Plan of Reorganization.
The transaction is subject to customary closing conditions, including regulatory clearances and approval by Synaptics stockholders. The parties filed required Hart-Scott-Rodino notifications on July 17, 2026, and the Federal Trade Commission granted early termination of the HSR waiting period on August 12, 2026. Remaining conditions include Synaptics stockholder approval and certain other regulatory approvals or clearances. ON and Synaptics continue to expect the merger to close in mid‑2027, subject to satisfaction or waiver of these conditions, and outline extensive forward‑looking statement and risk disclosures related to timing, approvals, integration, costs, and market reactions.
ON Semiconductor Corporation reported strong results for the quarter ended July 3, 2026. Revenue was $1,603.5 million, up 9% year-over-year and 6% sequential. GAAP gross margin was 38.4%, with GAAP operating margin of 16.1%. GAAP net income attributable to the company was $226.8 million, or $0.56 diluted EPS, compared with $0.41 a year earlier. Non-GAAP net income was $293.8 million, or $0.74 diluted EPS, versus $0.53 in Q2 2025, and management stated that earnings per share grew four times faster than revenue year-over-year.
Free cash flow was $425.4 million, compared with $106.1 million in the prior-year quarter; management highlighted free cash flow margin expansion from approximately 7% to 27% year-over-year. By segment, Q2 2026 revenue was $829.0 million for PSG (up 19% year-over-year), $545.7 million for AMG (down 2%), and $228.8 million for ISG (up 7%). Cash and cash equivalents were $3,514.5 million as of July 3, 2026, with total debt of $4,459.4 million. For Q3 2026, the company projected revenue of $1,650 to $1,750 million, GAAP gross margin of 39.9% to 41.9% (non-GAAP 40.0% to 42.0%), and GAAP diluted EPS of $0.79 to $0.91 (non-GAAP $0.81 to $0.93). Management said AI data center remains the fastest-growing business and they now expect that segment’s revenue to more than double in 2026.
MASCARENAS PAUL ANTHONY reported acquisition or exercise transactions in this Form 4 filing.
ON Semiconductor director Paul Anthony Mascarenas received 116 fully vested common shares as part of his board compensation. The shares were issued in lieu of a portion of his quarterly cash retainers for the second quarter of 2026, based on his prior election. Following this grant, he directly holds 57,590 common shares of ON Semiconductor.
ON Semiconductor Corporation (onsemi) is buying Synaptics in an all-stock merger valued at approximately $7 billion. Synaptics stockholders will receive 1.350 shares of onsemi common stock for each Synaptics share, an exchange ratio that implies roughly a 19% premium to the companies’ 10‑day volume‑weighted average prices.
After closing, Synaptics equityholders are expected to own about 12% of the combined company, and Synaptics will become a wholly owned onsemi subsidiary and be delisted from Nasdaq. The deal is aimed at combining onsemi’s power and sensing portfolio with Synaptics’ Edge AI compute, human‑machine interface and connectivity solutions, targeting a projected expansion of onsemi’s total addressable market by $30 billion to $243 billion by 2030.
Closing is targeted for mid‑2027 and depends on approval by Synaptics stockholders, antitrust and foreign investment clearances, effectiveness of an S‑4 registration statement, Nasdaq listing of the new onsemi shares, and other customary conditions. The Merger Agreement includes a $235 million termination fee payable by Synaptics in certain circumstances and a $320 million regulatory termination fee payable by onsemi if specified regulatory conditions are not met.
Alan Campbell filed a Form 144 notice to sell common stock. The filing shows a proposed sale of 22,188 shares of common stock (sale reported 05/15/2026) through Morgan Stanley Smith Barney LLC. The filing lists prior restricted stock grants dated 06/03/2019 (11,339 shares) and 05/20/2021 (5,321 shares).
On Semiconductor Corporation filing a Form 144 notice identifying proposed sales of Common stock by an individual. The excerpt lists multiple stock awards with grant dates and share counts and shows a sale reported for 31,463 shares on 05/11/2026 associated with Simon Keeton.
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.
ON Semiconductor Corp executive Achyut Shah, Group President of PSG, reported his initial beneficial ownership on a Form 3. The filing shows direct ownership of 15,207 shares of common stock represented by time-based restricted stock units granted on May 14, 2026.
These units will vest in three equal annual installments beginning on the first anniversary of the grant date, as long as Shah remains employed through each vesting date. This reflects equity compensation rather than an open-market trade and establishes his starting equity position as a senior leader.