Every 8-K that ON Semiconductor Corp (ON) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ON and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ON filings page.
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.
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.
ON Semiconductor Corporation reported results of its 2026 annual stockholder meeting and updated the timing of an executive transition. The company extended former Group President, Power Solutions Group, Simon Keeton’s last day of employment to September 30, 2026 to support an orderly handover.
Stockholders elected seven directors to one‑year terms, including CEO Hassane El‑Khoury, who received 340,627,665 votes for. They also approved onsemi’s named executive officer compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and passed a stockholder proposal adopting simple majority voting.
ON Semiconductor Corporation completed a private offering of $1.5 billion of 0% Convertible Senior Notes due 2031. The notes pay no interest, are guaranteed by key U.S. subsidiaries, and can be converted into common stock at an initial price of about $161.30 per share.
The company received about $1,472.9 million in net proceeds, using roughly $331.9 million to repurchase about 3.1 million shares and about $70.7 million (net of warrant proceeds) to buy convertible note hedges. Remaining funds are earmarked for general corporate purposes, including debt repayment.
Convertible note hedges are designed to reduce dilution and potential cash outlay upon conversion up to the conversion price, while separately sold warrants with a strike price of $211.54 per share, covering up to 18,599,106 shares, could be dilutive if the stock trades above that level.
ON Semiconductor Corporation (onsemi) is raising capital through a private offering of convertible debt. The company priced $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, with an initial conversion price of approximately $161.30 per share, a 52.5% premium to the $105.77 stock price on May 6, 2026.
onsemi expects net proceeds of about $1,276.4 million (or $1,472.9 million if the option for additional notes is fully exercised). It plans to spend roughly $331.9 million repurchasing about 3.1 million shares and about $61.2 million on convertible note hedge transactions, using the remaining funds for general corporate purposes including debt repayment.
The notes are senior unsecured, guaranteed by certain subsidiaries, and may be redeemed by onsemi after May 7, 2029 if share-price conditions are met. Concurrent hedge and warrant transactions are designed to limit dilution up to the hedge level, with warrants potentially dilutive above an initial strike price of $211.54 per share.
ON Semiconductor Corporation announced a proposed private offering of $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers may also buy up to an additional $200 million of notes.
onsemi plans to use the net proceeds to fund convertible note hedge transactions, repurchase up to $400 million of its common stock concurrently with pricing, and for general corporate purposes, including repayment of outstanding debt. The notes will be senior unsecured, guaranteed by certain subsidiaries, pay interest semiannually, and mature on May 1, 2031, with cash and/or share settlement upon conversion.
onsemi reported mixed first quarter 2026 results, with solid underlying performance but a GAAP loss driven by restructuring. Revenue was $1.51 billion, up 5% year over year, and GAAP gross margin improved to 38.5% from 20.3% a year earlier.
GAAP results showed a net loss of $33.4 million, or $(0.08) per share, largely due to $329.3 million of restructuring, asset impairments and other charges. On a non-GAAP basis, net income was $253.1 million and diluted earnings per share were $0.64, up from $0.55 in the prior year quarter.
Free cash flow reached $217.2 million, and the company returned capital through $345.7 million of share repurchases. For the second quarter of 2026, onsemi projects revenue between $1.535 billion and $1.635 billion and non-GAAP diluted earnings per share between $0.65 and $0.77.
ON Semiconductor Corporation reported that Simon Keeton, Group President of its Power Solutions Group, will resign from all employment positions effective June 30, 2026. He will step down from all officer roles immediately but remain with the company until that date to support an orderly leadership transition.
Keeton joined onsemi in July 2007 and has served as Group President, Power Solutions Group since February 2024. The company plans to transition to a new head of the Power Solutions Group during this period.
onsemi reported weaker results for the fourth quarter and full year 2025 as demand softened and restructuring costs weighed on profit. Q4 revenue was $1,530.1 million, down from $1,722.5 million a year earlier, with GAAP gross margin falling to 36.0% and operating margin to 13.1%. GAAP diluted earnings per share were $0.45, versus $0.88 in Q4 2024, while non-GAAP diluted EPS was $0.64, down from $0.95.
For 2025, revenue declined to $5,995.4 million from $7,082.3 million. GAAP operating margin compressed sharply to 1.4%, and GAAP diluted EPS dropped to $0.29 from $3.63, largely due to sizable restructuring and impairment charges. Non-GAAP diluted EPS was $2.35 versus $3.98.
Despite lower earnings, onsemi generated strong free cash flow of $1,418.6 million in 2025 and returned $1.4 billion to shareholders through share repurchases. The company’s 2026 first-quarter outlook guides revenue between $1,435 million and $1,535 million and non-GAAP diluted EPS between $0.56 and $0.66, with a projected non-GAAP gross margin of 37.5% to 39.5%.
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.
onsemi announced a planned board leadership transition. Chair Alan Campbell notified the company he will retire from the Board and its committees effective immediately prior to the 2026 annual meeting of stockholders, which is scheduled for May 14, 2026. He will continue to serve as chair until that time and stated his decision was not due to any disagreement with the company’s operations, policies, or practices.
To support continuity, the Board has appointed Thomas L. Deitrich to succeed Mr. Campbell as chair, assuming his renomination and reelection at the 2026 annual meeting.
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.
ON Semiconductor Corporation, through its wholly owned subsidiary Semiconductor Components Industries, LLC, agreed on September 23, 2025 to a Master Framework Agreement with several Aura Semiconductor entities. Under this deal, the subsidiary will purchase specified assets and receive an intellectual property license for Vcore power management components and systems.
Total consideration payable is a maximum of $144 million, subject to customary adjustments. Of this, $72 million is linked to delivery and acceptance of defined products, while the remaining $72 million depends on achieving certain revenue milestones, so the actual amount will vary with performance and delivered products at closing.
Completion of the transaction depends on customary closing conditions, and both sides are bound by restrictive covenants through December 31, 2030. A related Support Services Agreement is expected to run for the same period to help transfer assets and support the license. ON also highlighted forward-looking risks, including potential closing delays, integration challenges, and uncertainty that expected benefits may not materialize.