ON Semiconductor to acquire Ferric for $600M plus milestones

The transaction also includes up to $175.0 million in revenue-milestone cash, while onsemi’s 2030 AI data center revenue target is now greater than $3 billion.

Available on EDGAR 11/02/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ON Semiconductor Corporation (ON), through its wholly owned subsidiary Semiconductor Components Industries, LLC, agreed to acquire Ferric, Inc. Ferric will survive the merger as a wholly owned subsidiary of the purchaser. At the merger’s effective time, eligible Ferric securityholders will be entitled to their applicable share of $600.0 million in cash at closing, subject to customary purchase-price adjustments for Ferric’s cash, indebtedness, transaction costs and working capital, plus up to $175.0 million in cash upon specified revenue milestones.

The merger is subject to customary closing conditions, including expiration or early termination of the applicable Hart-Scott-Rodino waiting period. onsemi expects it to close by the end of 2026. Approximately 50 Ferric employees are expected to join onsemi. The transaction is expected to have no meaningful near-term financial impact and, at scale, to be accretive to onsemi’s long-term revenue growth and gross-margin targets.

onsemi raised its 2030 AI data center revenue target by $500 million to greater than $3 billion. Ferric’s integrated voltage regulator technology combines power components in one package; the design is described as reducing board area by 50%–70% compared with conventional discrete voltage regulator solutions.

Filing Explained

onsemi has agreed to acquire Ferric, but closing remains subject to conditions; if completed, the company says it will fund the purchase with cash on hand.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration at closing: $600.0 million in cash Milestone consideration: Up to $175.0 million in cash 2030 AI data center revenue target: Greater than $3 billion +4 more

7 metrics

Cash consideration at closing $600.0 million in cash Aggregate consideration for eligible Ferric securityholders, subject to customary purchase-price adjustments

Milestone consideration Up to $175.0 million in cash Additional consideration tied to specified revenue milestones

2030 AI data center revenue target Greater than $3 billion onsemi’s target after the announced increase

Revenue target increase $500 million Increase to onsemi’s 2030 AI data center revenue target

Ferric employees expected to join Approximately 50 employees Expected to join onsemi

Board area reduction 50%–70% Compared with conventional discrete voltage regulator solutions

Ferric patent portfolio More than 40 patents Patents in Ferric’s portfolio

Key Terms

integrated voltage regulator (IVR), contingent consideration, revenue milestones, Hart-Scott-Rodino Antitrust Improvements Act

4 terms

integrated voltage regulator (IVR) technical

"integrated voltage regulator (IVR) technology"

An integrated voltage regulator (IVR) is a single semiconductor device that provides and controls a stable supply voltage for electronic circuits by combining the functions of regulation, switching or pass elements, and protection into one chip. IVRs perform voltage conversion (step-down or step-up), include features such as current limiting, thermal shutdown, and voltage sequencing, and eliminate many separate discrete components used in traditional power supplies; they are constrained by their maximum output current, thermal dissipation, and efficiency characteristics, which determine how much power they can deliver safely.

contingent consideration financial

"up to $175 million in contingent consideration"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

revenue milestones financial

"upon achievement of certain revenue milestones"

Revenue milestones are predefined sales thresholds a company aims to reach at specific times, serving as concrete checkpoints to measure growth and execution — like distance markers on a road trip showing how far a traveler has come. Investors watch these milestones because meeting or missing them changes expectations about future cash flow and growth, can affect stock valuation and investor confidence, and may trigger contract payments or changes in strategic plans.

Hart-Scott-Rodino Antitrust Improvements Act regulatory

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

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is ON paying to acquire Ferric?

ON Semiconductor agreed to pay $600.0 million in cash at closing, subject to customary purchase-price adjustments, plus up to $175.0 million in cash tied to specified revenue milestones. The consideration is payable to eligible Ferric securityholders under the merger agreement.

When is ON expected to close the Ferric acquisition?

onsemi currently expects the merger to close by the end of 2026, subject to customary closing conditions, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

What is ON’s 2030 AI data center revenue target?

onsemi raised its 2030 AI data center revenue target by $500 million to greater than $3 billion. onsemi also expects multi-year accelerated growth in its integrated voltage regulator business thereafter.

How much board area can Ferric’s voltage regulator design reduce?

Ferric’s integrated voltage regulator architecture combines the power controller, FETs, inductors and capacitors in a compact package. The design is described as reducing board area by 50%–70% compared with conventional discrete voltage regulator solutions.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

ON SEMICONDUCTOR CORP false 0001097864 0001097864 2026-11-02 2026-11-02

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

November 2, 2026

Date of Report (Date of earliest event reported)

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)		(IRS Employer Identification No.)

ON Semiconductor Corporation 5701 N. Pima Road Scottsdale, Arizona		85250
(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 1.01. Entry into a Material Definitive Agreement.

On November 2, 2026, Semiconductor Components Industries, LLC (the “Purchaser”), a Delaware limited liability company and wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (“onsemi”), entered in an Agreement and Plan of Merger (the “Merger Agreement”) by and between Purchaser, Forge Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Ferric, Inc., a Delaware corporation (“Ferric”) and, solely in its capacity as Stockholder Representative, Shareholder Representative Services LLC, a Colorado limited liability company. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Ferric, with Ferric surviving the merger as a wholly-owned subsidiary of Purchaser (the “Merger”).

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, at the effective time of the Merger (the “Effective Time”), eligible securityholders of Ferric will be entitled to receive their applicable share of aggregate consideration of $600.0 million in cash, subject to customary purchase price adjustments for Ferric’s cash, indebtedness, transaction costs and working capital. In addition, eligible securityholders of Ferric as of the Effective Time will be entitled to receive their applicable share of up to an aggregate of $175.0 million in cash payable upon the achievement of certain specified revenue milestones, as set forth in the Merger Agreement.

The Merger Agreement contains customary representations, warranties, covenants and agreements. In addition, the Merger Agreement provides that the Merger is subject to the satisfaction or waiver of customary closing conditions, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rondino Antitrust Improvements Act of 1976, as amended. onsemi currently expects the Merger to close in the fourth quarter of 2026.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to, and incorporated by reference into, this Current Report on Form 8-K (“Form 8-K”). The Merger Agreement has been incorporated by reference into this Form 8-K to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about onsemi or Purchaser in any public reports that onsemi has filed with the Securities and Exchange Commission (the “SEC”).

Item 7.01. Regulation FD Disclosure.

On November 2, 2026, onsemi issued a press release announcing the execution of the Merger Agreement. The full text of the press release is attached as Exhibit 99.1 to, and incorporated by reference into, this Form 8-K.

The information under this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as set forth by specific reference in such filing.

Forward-Looking Statements

This Form 8-K contains “forward-looking statements” as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or incorporated in this Form 8-K could be deemed forward-looking statements, particularly statements related to the consummation and anticipated benefits of the proposed acquisition of Ferric, including but not limited to: forecasts about the pace, scale and direction of technological change and its impact on onsemi’s total addressable market opportunity; statements about onsemi’s ability to capitalize on such an opportunity; and the potential impact of each of the foregoing on onsemi’s operating results and financial condition. Forward-looking statements are often characterized by words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should,” or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this Form 8-K are made based on onsemi’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Certain factors that could affect onsemi’s future results or events are described under Part I, Item 1A “Risk Factors” in onsemi’s 2025 Annual Report on Form 10-K filed with

the SEC on February 9, 2026 and from time to time in onsemi’s other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. onsemi assumes no obligation to update such information, which speaks only as of the date made, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated November 2, 2026, by and among, Semiconductor Components Industries, LLC, Ferric, Inc., Forge Merger Sub, Inc. and Shareholder Representative Services LLC, solely in its capacity as Stockholder Representative
99.1		Press Release, dated November 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*    Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC. Pursuant to Item 601(b)(2) of Regulation S-K, certain confidential information has been omitted by means of marking such information with asterisks because such information is (i) not material and (ii) of the type that the registrant treats as private or confidential.

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 (Registrant)
Date: November 2, 2026				By:		/s/ Paul Dutton
						Paul Dutton
						Senior Vice President, Chief Legal Officer and Secretary

Exhibit 99.1

onsemi to Acquire Ferric, Establishing Leadership

in Power Delivery for Next-Generation AI Processors

Acquisition expands AI Data Center revenue opportunity

News Highlights:

• Establishes onsemi as a leader in integrated voltage regulator (IVR) technology with best-in-class power density required for next-generation AI processors

• Combines Ferric’s engineering talent with expertise in magnetics and power conversion with onsemi’s productization capabilities, operating scale and customer relationships

• Raises onsemi’s 2030 AI data center revenue target by $500 million to greater than $3 billion, with acceleration thereafter

• Expected to be accretive to onsemi’s long-term revenue growth, gross margin, and EPS targets at scale

Scottsdale, Ariz. –Nov. 2, 2026 – onsemi (Nasdaq: ON) today announced that it has entered into an agreement to acquire Ferric, Inc., an innovator in integrated voltage regulator (IVR) technology, for $600 million in cash, plus up to $175 million in contingent consideration upon achievement of certain revenue milestones. The acquisition will strengthen onsemi’s leadership in power delivery to AI processors by adding differentiated power density, efficiency and transient response capabilities, further enhancing the company’s portfolio from grid to core. As a result, onsemi is raising its 2030 AI data center revenue target by $500 million to greater than $3 billion, and expects multi-year accelerated growth in its IVR business thereafter.

“The rapid growth of AI is reshaping the requirements for power delivery to increasingly capable and power-intensive processors,” said Hassane El-Khoury, President and CEO of onsemi. “Combined with onsemi’s broad power portfolio, this strategic acquisition will strengthen our leadership position while expanding our content opportunity and ability to support customers as AI processor architectures continue to evolve.”

“Ferric was founded to rethink how power is delivered at the point of compute,” said Noah Sturcken, Founder and Chief Executive Officer of Ferric. “We believe integrated power architectures will play an increasingly important role in the future of AI data centers. Joining onsemi gives us the scale, manufacturing capabilities and customer reach needed to accelerate adoption and bring these technologies into the mainstream.”

AI Power Demands Accelerate the Transition to IVR

As processor power continues to scale, the industry is moving voltage regulation progressively closer to the processor to reduce losses, increase power density and respond faster to rapidly changing power demands. IVRs represent the next step in this evolution by integrating power conversion directly into the processor package or substrate.

Ferric is at the forefront of this transition with highly differentiated IVR technology that integrates the power controller, FETs, inductors and capacitors into a single compact package. This architecture reduces board area by 50-70% compared with conventional discrete voltage regulator solutions while delivering more power closer to the processor. As a result, customers can dedicate a greater share of system power to AI compute, improving tokens per watt for increasingly power-intensive processors. By adding these capabilities, onsemi is positioned for leadership in AI processor power delivery architectures.

Ferric brings more than a decade of specialized engineering expertise in integrated voltage regulation and advanced magnetics, backed by a portfolio of more than 40 patents. By combining Ferric’s differentiated technology with onsemi’s productization capabilities, operating scale and broad customer relationships, the acquisition will establish onsemi as a leader in power delivery to next-generation AI processors and advance the commercialization of these technologies at scale.

Transaction Details

Under the terms of the agreement, onsemi will acquire Ferric for $600 million in cash at closing, plus up to $175 million in additional cash consideration tied to the achievement of revenue milestones. The transaction will be funded with cash on hand. Approximately 50 Ferric employees, primarily located in New York and Silicon Valley, are expected to join onsemi. The transaction is expected to close by the end of 2026, subject to customary closing conditions, and is expected to be accretive to onsemi’s long-term revenue growth and gross-margin targets at scale. onsemi expects no meaningful near-term financial impact from this transaction.

More Information

• Investor Presentation

Advisors

Barclays served as exclusive financial advisor to onsemi. Morrison & Foerster LLP served as legal counsel to onsemi. UBS Investment Bank served as exclusive financial advisor and Cooley LLP served as legal counsel to Ferric, Inc.

About onsemi

onsemi (Nasdaq: ON) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy-efficient world. The company is part of the S&P 500^® index. Learn more at www.onsemi.com.

About Ferric

Ferric is a leading innovator in Integrated Voltage Regulator (IVR) solutions, specializing in advanced power conversion technologies designed to optimize power delivery in next-generation computing systems. By providing dynamic control over power at the core level, Ferric enables greater computational density, higher efficiency and smarter performance across a wide range of industries. With proven reliability and system-level impact, Ferric’s solutions play a pivotal role in unlocking the potential of tomorrow’s most demanding technologies.

onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders.

Caution Regarding Forward-Looking Statements:

This press release includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this press release could be deemed forward-looking statements, particularly statements about the consummation and anticipated benefits of the proposed acquisition of Ferric, including but not limited to: forecasts about the pace, scale and direction of technological change and its impact on onsemi’s total addressable market opportunity; statements about onsemi’s ability to capitalize on such an opportunity; and the potential impact of each of the foregoing on onsemi’s operating results and financial condition. Forward-looking

statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should” or similar expressions or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on onsemi’s current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Certain factors that could affect our future results or events are described under Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 9, 2026 (the “2025 Form 10-K”) and from time to time in onsemi’s other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. onsemi assumes no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in onsemi’s securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this document, onsemi’s 2025 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to onsemi’s securities. If any of these trends, risks or uncertainties actually occurs or continues, onsemi’s business, financial condition or operating results could be materially adversely affected, the trading prices of onsemi’s securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to onsemi or persons acting on onsemi’s behalf are expressly qualified in their entirety by this cautionary statement.

Krystal Heaton

Director, Head of Public Relations

onsemi

(480) 242-6943

Krystal.Heaton@onsemi.com

Parag Agarwal

Vice President - Investor Relations & Corporate Development

onsemi

(602) 244-3437

investor@onsemi.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 15.9 KB

Other Documents

• EX-2.1 EX-2.1 594.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB