Welcome to our dedicated page for ON SEMICONDUCTOR SEC filings (Ticker: ON), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on ON SEMICONDUCTOR's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into ON SEMICONDUCTOR's regulatory disclosures and financial reporting.
A shareholder of ON has filed a notice of intent to sell 20,000 common shares under Rule 144. The shares are to be sold through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value of $1,460,414.00, on the NASDAQ around 02/12/2026.
The securities were acquired as restricted stock vesting under a registered plan from the issuer on 02/07/2023 (12,027 shares) and 02/12/2023 (7,973 shares), both paid as “Not Applicable” in cash terms. Shares outstanding were 394,020,530 at the time referenced, which is a baseline figure for the company’s equity.
ON Semiconductor Group President Sudhir Gopalswamy reported multiple equity compensation transactions in ON common stock. On February 5, 2026, he acquired 23,287, 2,581, 1,239 and 401 shares at $0.0000 per share, reflecting performance-based restricted stock units that were earned based on company performance. These units have vesting schedules extending through February 2026, subject to his continued employment. On February 6, 2026, 6,041 shares were withheld at $65.20 per share to cover taxes due on the vesting. After these transactions, he directly owned 165,452 ON shares, including 402 shares acquired through the employee stock purchase plan.
ON Semiconductor Group President, PSG Simon Keeton reported multiple equity-related transactions. On February 5, 2026, he acquired 23,287, 3,279 and 2,581 common shares at $0.00 per share as performance-based restricted stock units that were earned under awards originally granted in 2023, 2024 and 2025.
These units vest over time, including three annual installments beginning February 10, 2026 and specific vesting on February 6, 2026 for two grants, contingent on continued employment. On February 6, 2026, 9,232 shares were withheld at $65.20 per share to cover taxes upon vesting, leaving him with 252,887 directly held shares, including 129 acquired through the employee stock purchase plan.
ON Semiconductor (ON) executive vice president and CFO Thad Trent updated his shareholdings through performance-based stock vesting and tax withholding transactions. On February 5, 2026, he acquired 31,050, 4,371, and 3,441 common shares at $0.0000 per share from performance-based restricted stock unit awards that were earned based on company performance, with future vesting schedules extending to February 2026 and beyond.
On February 6, 2026, 12,270 shares at $65.20 per share were withheld to cover taxes due upon vesting. After these transactions, he directly beneficially owned 406,169 common shares, including 129 shares acquired under the employee stock purchase plan since his prior filing.
ON Semiconductor CEO and President Hassane El-Khoury reported equity award activity and tax withholding transactions. On February 5, 2026, he received three grants of common stock: 90,966, 12,202, and 9,604 shares at $0.0000 per share, representing performance-based restricted stock units earned under awards originally granted in 2023, 2024, and 2025. Portions of these awards vest on February 6, 2026, and in three annual installments beginning February 10, 2026, subject to continued employment. On February 6, 2026, 34,460 shares were withheld at $65.2 per share to cover taxes upon vesting. Following these transactions, he directly beneficially owned 1,056,372 common shares, including 246 shares acquired through the employee stock purchase plan.
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.