ON Semiconductor (SYNA) wins early FTC HSR clearance for Synaptics merger

Rhea-AI Filing Summary

ON Semiconductor Corporation and Synaptics Incorporated report a key regulatory step for their planned merger. The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period for the transaction on August 12, 2026, following HSR filings made on July 17, 2026.

Under the Agreement and Plan of Reorganization, Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge with and into Synaptics, which will survive as a wholly owned onsemi subsidiary. Closing still depends on remaining conditions in the Merger Agreement, including approval by Synaptics stockholders and certain additional regulatory approvals or clearances. The parties continue to expect the merger to close in mid-2027, subject to satisfaction or waiver of these conditions.

Positive

• FTC grants early HSR termination, removing a major U.S. antitrust waiting-period hurdle for the onsemi–Synaptics merger and allowing the transaction to proceed toward remaining approvals.

Negative

• None.

Filing Explained

This filing is informational only: it does not make an offer, sale, or solicitation for securities or a vote; the formal proxy statement/prospectus for Synaptics stockholders is to come later through an S-4 registration statement.

Key Figures

Merger Agreement date: June 25, 2026 HSR filing date: July 17, 2026 Early HSR termination date: August 12, 2026 +1 more

4 metrics

Merger Agreement date June 25, 2026 Date onsemi and Synaptics entered into the Agreement and Plan of Reorganization

HSR filing date July 17, 2026 Date parties filed Hart-Scott-Rodino notifications for the merger

Early HSR termination date August 12, 2026 Date the FTC granted early termination of the HSR waiting period

Expected merger closing timing mid-2027 Targeted closing period, subject to satisfaction or waiver of conditions

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, early termination, Registration Statement on Form S-4, proxy statement/prospectus, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

early termination regulatory

"the FTC granted early termination of the waiting period under the HSR Act"

An early termination is the ending of a contract, agreement, or planned activity before the originally agreed finish date. For investors it matters because it can change expected cash flows, trigger penalties or break fees, release liabilities, or accelerate revenue recognition—similar to canceling a long-term subscription or lease early, where you either pay a penalty, save future costs, or both, and that alters the value and risk of the business.

Registration Statement on Form S-4 regulatory

"included in the Registration Statement on Form S-4 that will be filed"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus financial

"the proxy statement/prospectus that will be included in the Registration Statement"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication includes forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 06:10 AM Accepted by SEC EDGAR 08/13/2026 - 06:01 AM Learn about SEC filing dates

FAQ

What did the FTC decide regarding the onsemi–Synaptics (SYNA) merger?

The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period on August 12, 2026, clearing a key U.S. antitrust review step for the planned merger between onsemi and Synaptics.

Is the onsemi acquisition of Synaptics (SYNA) now fully approved?

No. While the FTC granted early HSR termination, closing still requires Synaptics stockholder approval and certain other regulatory approvals or clearances, as specified in the Merger Agreement.

When do onsemi and Synaptics (SYNA) expect their merger to close?

The companies state they continue to expect the merger to close in mid-2027, subject to the satisfaction or waiver of remaining closing conditions, including stockholder approval and additional regulatory clearances.

What structure will the onsemi–Synaptics (SYNA) transaction take at closing?

Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge with and into Synaptics. Synaptics will survive the merger as a wholly owned subsidiary of onsemi, assuming all conditions are satisfied.

Where can Synaptics (SYNA) investors find more details about the merger?

Additional details will appear in a proxy statement/prospectus included in onsemi’s Registration Statement on Form S-4, to be filed with the SEC and provided to Synaptics stockholders when available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 12, 2026

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-39317	36-3840979
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5701 N. Pima Road		85250
Scottsdale, Arizona
(Address of principal executive offices)		(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on June 25, 2026, ON Semiconductor Corporation (“onsemi”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Sonic Acquisition Corp., a Delaware corporation and wholly owned subsidiary of onsemi (“Merger Sub”), and Synaptics Incorporated, a Delaware corporation (“Synaptics”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Synaptics (the “Merger”), with Synaptics surviving the Merger as a wholly owned subsidiary of onsemi.

The closing of the Merger is subject to customary closing conditions, including, among others, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The parties’ HSR notifications were filed on July 17, 2026. On August 12, 2026, the Federal Trade Commission (the “FTC”) granted early termination of the waiting period under the HSR Act with respect to the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, including receipt of the required approval of Synaptics stockholders and certain other regulatory approvals or clearances. The parties continue to expect the Merger to close in mid-2027, subject to the satisfaction or waiver of such other closing conditions.

Cautionary Note Regarding Forward-Looking Statements

This communication relates to a proposed business combination transaction between Synaptics and onsemi. This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Synaptics’ and onsemi’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Synaptics and onsemi, all of which are subject to change. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology that convey uncertainty of future events or outcomes.

These forward-looking statements involve known and unknown risks and uncertainties, which may cause Synaptics’ or onsemi’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from regulators or the stockholders of Synaptics for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Synaptics or onsemi, including restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; (5) the ability of Synaptics and onsemi to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) uncertainty as to the long-term value of onsemi’s common stock; (11) legislative, regulatory and economic developments; and (12) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Synaptics’ and onsemi’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Synaptics’ overall business, including those more fully described in Synaptics’ filings with the SEC including its annual report on Form 10-K for the fiscal year ended June 27, 2026, and its quarterly reports filed on Form 10-Q for the current fiscal year, and onsemi’s overall business and financial condition, including those more fully described in onsemi’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2025, and its quarterly reports filed on Form 10-Q for its current fiscal year. Forward-looking statements are not guarantees of performance, and speak only as of the date made, and neither Synaptics nor its management undertakes any obligation to update or revise any forward-looking statements.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information about the Transaction and Where To Find It

The proposed transaction will be submitted to the stockholders of Synaptics for their consideration. In connection with the proposed transaction, onsemi will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Synaptics and that also constitutes a prospectus of onsemi. Each of Synaptics and onsemi will provide the proxy statement/prospectus to Synaptics stockholders. Synaptics and onsemi also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Synaptics or onsemi may file with the SEC in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties on Synaptics Investor Relations at https://investor.synaptics.com/ (for documents filed with the SEC by Synaptics) or onsemi Investor Relations at https://investor.onsemi.com/ (for documents filed with the SEC by onsemi).

Participants in the Solicitation

Synaptics, onsemi and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Synaptics stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Synaptics stockholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Synaptics’ executive officers and directors under the headings “Proposal 1 - Election of Directors,” “Director Compensation,” “Compensation Discussion and Analysis,” “Named Executive Officer Compensation Tables,” “CEO Pay Ratio Disclosure,” “Pay Versus Performance Disclosure” and “Beneficial Ownership of Certain Stockholders” in its definitive proxy statement filed with the SEC on September 16, 2025. To the extent holdings of Synaptics common stock by the directors and executive officers of Synaptics have changed from the amounts of Synaptics common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=817720&owner=exclude under the tab “Ownership Disclosures”. You can find more detailed information about onsemi’s executive officers and directors under the headings “The Board of Directors and Corporate Governance,” “Compensation of Executive Officers” and “Stock Ownership” in its definitive proxy statement filed with the SEC on April 2, 2026. To the extent holdings of onsemi common stock by the directors and executive officers of onsemi have changed from the amounts of onsemi common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1097864&owner=exclude under the tab “Ownership Disclosures”. Additional information about Synaptics’ executive officers and directors and onsemi’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ON Semiconductor Corporation
August 13, 2026	By:	/s/ Paul Dutton
	Name:	Paul Dutton
	Title:	Senior Vice President, Chief Legal Officer and Secretary