[8-K] ON SEMICONDUCTOR CORP Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Semiconductor Equity Analyst

ON Semiconductor will take a sizable non-cash impairment that reshapes its manufacturing asset base and modestly lowers future depreciation.

ON Semiconductor authorized additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million for long-lived manufacturing assets. This is part of a broader restructuring and cost reduction effort to realign its manufacturing footprint with anticipated long-term demand and technology needs.

Because the charges are non-cash and relate to past investments, they primarily affect reported earnings rather than near-term liquidity. Management currently expects these actions to reduce recurring depreciation expense by about $10 million to $15 million in 2026, which modestly lowers future operating expenses. The company also states it does not expect material future cash expenditures from these charges.

Most of the charges are expected to be recognized between now and the first two quarters of 2026. The amounts are based on estimated fair values and anticipated costs to sell the affected assets, and the company notes that actual timing, fair values, disposal costs, impairment levels and the resulting impact on depreciation could differ materially from these estimates.

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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 13, 2025

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)

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.06. Material Impairments.

During the first quarter of 2025, ON Semiconductor Corporation (the “Company” or “we” and, together with its subsidiaries, “onsemi”) announced restructuring and cost reduction initiatives based on an evaluation of its operating structure, business strategy, manufacturing technologies and internal capabilities to realign internal manufacturing capacity and capabilities with anticipated long-term needs. The Company has continued to evaluate its manufacturing operations for additional improvements and efficiencies and, on November 13, 2025, management approved the recognition of additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million. These impairment and accelerated depreciation charges are for long-lived assets relating to investments in manufacturing assets at certain onsemi manufacturing facilities. Management estimates that these charges will reduce the Company’s recurring depreciation expense in an amount estimated to be between $10 million and $15 million in 2026. The Company does not expect that these charges, most of which will be incurred between now and the first two quarters of 2026, will result in material future cash expenditures.

    The non-cash impairment and accelerated depreciation charges were determined as the difference between the carrying values of these long-lived assets and their estimated fair values, less anticipated costs to sell such assets. The actual timing of disposition, fair values, disposal costs, the related impairment charges and impact on depreciation expense associated with these actions may differ from our current expectations due to the inherent nature of the estimates and such differences may be material.

Forward-Looking Statements

This Current Report on Form 8-K 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. Certain statements, other than statements of historical facts, included in this document could be deemed forward-looking statements. 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. These forward-looking statements relate to a variety of matters including, without limitation, statements regarding pre-tax non-cash impairment charges and related estimates and projections. All forward-looking statements in this document are made based on our 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. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this document, our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2025 and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

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 17, 2025	By:	/s/ Thad Trent
		Thad Trent
		Executive Vice President and Chief Financial Officer

FAQ

What impairment charges did ON (ON Semiconductor Corporation) announce?

ON Semiconductor announced additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million related to long-lived manufacturing assets at certain facilities.

Why is ON Semiconductor recording these non-cash charges?

The charges arise from restructuring and cost reduction initiatives, as ON Semiconductor evaluates its operating structure and manufacturing technologies to realign internal manufacturing capacity and capabilities with anticipated long-term needs.

How will the impairment charges affect ON Semiconductors future depreciation expense?

Management estimates that the reduced carrying value of the affected assets will lower ON Semiconductors recurring depreciation expense in 2026 by approximately $10 million to $15 million.

Will ON Semiconductor incur significant cash outflows from these impairment charges?

ON Semiconductor states that it does not expect these non-cash impairment and accelerated depreciation charges to result in material future cash expenditures.

Over what period will ON Semiconductor recognize the announced impairment charges?

The company expects that most of the pre-tax non-cash impairment and accelerated depreciation charges will be recognized between now and the first two quarters of 2026.

How were ON Semiconductors impairment charges calculated?

The non-cash impairment and accelerated depreciation charges were determined as the difference between the carrying values of the long-lived assets and their estimated fair values, less anticipated costs to sell those assets.

What uncertainties did ON Semiconductor highlight about these impairment estimates?

ON Semiconductor noted that the actual timing of disposition, fair values, disposal costs, related impairment charges and the impact on depreciation expense may differ from current expectations and that such differences may be material.