[8-K] ON SEMICONDUCTOR CORP Reports Material Event

Rhea-AI Filing Summary

ON Semiconductor Corporation furnished a Form 8‑K to announce its financial performance for the third quarter ended October 3, 2025. The company provided the details in an earnings news release attached as Exhibit 99.1.

The disclosure was furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act. ON’s common stock trades on the Nasdaq under the symbol ON.

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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 3, 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 2.02. Results of Operation and Financial Condition.

On November 3, 2025, ON Semiconductor Corporation announced in a news release its financial performance for the third quarter ended October 3, 2025 and other related material information (the “Earnings Release”).  A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 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 under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The below exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit No.	Description
99.1	News release for ON Semiconductor Corporation, dated November 3, 2025, announcing financial performance for the third quarter ended October 3, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 3, 2025	By:	/s/ Thad Trent
		Thad Trent Executive Vice President and Chief Financial Officer

FAQ

What did ON (ON) announce in this 8‑K?

The company furnished an earnings news release announcing financial performance for the third quarter ended October 3, 2025.

Which period does the announcement cover for ON (ON)?

It covers the third quarter ended October 3, 2025.

How was the information provided by ON (ON)?

It was furnished under Item 2.02 of Form 8‑K with the earnings release attached as Exhibit 99.1.

Is the Item 2.02 information considered "filed" under the Exchange Act?

No. It is furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act.

What exhibit contains ON’s Q3 2025 earnings release?

Exhibit 99.1 contains the earnings news release.

Where does ON (ON) trade?

ON’s common stock trades on The Nasdaq Stock Market LLC under the symbol ON.