On Semiconductr SEC Filings

ON Semiconductor Corporation outlines a strategy focused on intelligent power and sensing for automotive, industrial and AI data center markets. In 2025, the company acquired a SiC JFET technology business from Qorvo for $118.8 million in cash and Vcore power technology rights from Aura Semiconductor for up to $144 million, expanding its EliteSiC and power management portfolios.

ON launched a major 2025 manufacturing realignment, recording $67.1 million in severance for about 2,400 employees, non‑cash equipment impairments of $496.0 million, and $103.9 million of other exit and contract costs, plus $268.2 million of excess and obsolete inventory charges. The company repurchased about 27.9 million shares for roughly $1,375.0 million and repaid $375.0 million on its revolving credit facility, leaving about $1.5 billion available.

For 2025, revenue was driven 51% by automotive and 28% by industrial end‑markets, with segments PSG, AMG and ISG contributing 47%, 38% and 15% of revenue, respectively. Distributors generated 54% of revenue, and one distributor accounted for 11%. ON employed about 22,600 full‑time staff across 33 countries as of December 31, 2025.

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%.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 51,066,453 shares of ON Semiconductor common stock, representing 12.69% of the class as of December 31, 2025. Vanguard reports shared voting power over 4,003,460 shares and shared dispositive power over 51,066,453 shares.

The shares are held for Vanguard’s clients, who are entitled to dividends and sale proceeds, with no other single client holding more than 5% of the class. Vanguard states the position is held in the ordinary course of business and not to change or influence control. Vanguard also notes a January 12, 2026 internal realignment under which certain subsidiaries will separately report beneficial ownership.

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.

onsemi reported Q3 2025 results with revenue of $1,550.9 million and gross profit of $587.2 million. Operating income was $264.4 million, and net income was $255.0 million, or $0.63 per diluted share.

For the first nine months of 2025, revenue was $4,465.3 million and the company recorded a net loss of $60.8 million, driven by $608.1 million in restructuring, asset impairments and other charges tied to the 2025 Manufacturing Realignment Program. This included $487.9 million of asset impairments and $235.8 million of excess and obsolete inventory charges recorded in cost of revenue.

Operating cash flow remained strong at $1,205.3 million year-to-date. The company invested $272.1 million in property, plant and equipment and repurchased 19.1 million shares for $925.0 million under its $3.0 billion authorization. Long‑term debt stood at $3,353.1 million, and total assets were $13,010.2 million as of October 3, 2025.

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 Corp (ON) director Paul Anthony Mascarenas received 212 fully-vested shares of common stock on 10/03/2025 as payment in lieu of a portion of his quarterly cash retainer based on his prior election. The shares were issued at a per-share value of $49.27, and the reporting shows the director now beneficially owns 55,131 shares following the transaction. The Form 4 was filed jointly by one reporting person and signed via power of attorney on 10/06/2025.

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.