Synaptics (SYNA) disclosure: proposed combination with ON Semiconductor detailed in Form S-4
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
Synaptics Incorporated disclosed a communication regarding a proposed business combination with ON Semiconductor Corporation, noting a social media post by ON Semiconductor's Chief Marketing Officer on June 26, 2026.
The filing reiterates that the transaction will be detailed in a Registration Statement on Form S-4 containing a proxy statement/prospectus and lists customary forward-looking statements and related risks, including regulatory approvals, stockholder approvals, litigation risk, timing uncertainty, integration risks, and potential disruption to business.
Positive
- None.
Negative
- None.
Insights
Neutral legal update: parties outline standard risks and procedural steps for a proposed merger.
The excerpt summarizes procedural disclosures tied to a proposed business combination between Synaptics and onsemi, including the forthcoming Form S-4 proxy statement/prospectus and customary forward-looking cautionary language. It lists specific closing conditions and integration risks such as regulatory and stockholder approvals, litigation, and retention of key personnel.
Timing and cash‑flow implications are not specified in the excerpt; subsequent filings, including the Registration Statement on Form S-4, will provide transaction terms, required approvals, and additional risk disclosures that stakeholders can review.
Key Figures
Social post date: June 26, 2026
Form S-4: Registration Statement on Form S-4
Synaptics fiscal year reference: June 28, 2025
+1 more
4 metrics
Social post date
June 26, 2026
Date of ON Semiconductor CMO social media post referenced in the communication
Form S-4
Registration Statement on Form S-4
Document that will include the proxy statement/prospectus for the proposed transaction
Synaptics fiscal year reference
June 28, 2025
Synaptics' Form 10-K fiscal year end cited for existing risk disclosures
onsemi fiscal year reference
December 31, 2025
onsemi's Form 10-K fiscal year end cited for existing risk disclosures
Key Terms
Form S-4, proxy statement/prospectus, forward-looking statements, participants in the solicitation
4 terms
Form S-4 regulatory
"Registration Statement on Form S-4 that will include a proxy statement/prospectus"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
proxy statement/prospectus regulatory
"Registration Statement on Form S-4 that will include a proxy statement/prospectus"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
forward-looking statements financial
"This communication includes forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
participants in the solicitation regulatory
"Synaptics, onsemi, and certain of their respective directors, executive officers and other members"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: ON Semiconductor Corporation
Commission File No.: 000-49602
Subject Company: Synaptics Incorporated
On June 26, 2026, the Chief Marketing Officer of ON Semiconductor Corporation made the following social media post regarding the announcement of the proposed
transaction with Synaptics Incorporated:
Cautionary Note Regarding Forward-Looking Statements
This communication relates to a proposed business combination
transaction between Synaptics Incorporated and ON Semiconductor Corporation. This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on Synaptics’ and onsemi’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and
industries, management’s beliefs and certain assumptions made by Synaptics and onsemi, all of which are subject to change. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,”
“expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology that convey uncertainty of future events or
outcomes.
These forward-looking statements involve known and unknown risks and
uncertainties, which may cause Synaptics’ or onsemi’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to, the
following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from regulators or the stockholders of Synaptics for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the
transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Synaptics or onsemi, including restrictions during the
pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; (5) the ability of Synaptics and onsemi
to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8)
potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction,
as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) uncertainty as to the long-term value of onsemi’s common stock; (11) legislative, regulatory and economic developments; and
(12) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Synaptics’ and onsemi’s response to any of the aforementioned factors. These risks, as
well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the
proposed transaction. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Synaptics’ overall business, including those more fully described in Synaptics’ filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended June 28, 2025, and its quarterly reports filed on Form 10-Q for the current fiscal year, and onsemi’s
overall business and financial condition, including those more fully described in onsemi’s filings with the SEC including its annual report on Form 10-K for
the fiscal year ended December 31, 2025, and its quarterly reports filed on Form 10-Q for its current fiscal year. Forward-looking statements are not
guarantees of performance, and speak only as of the date made, and neither Synaptics nor its management undertakes any obligation to update or revise any
forward-looking statements.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to buy or sell or the
solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information about the Transaction and Where To Find It
The proposed transaction will be submitted to the stockholders of Synaptics for their consideration. In connection with the proposed transaction, onsemi will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Synaptics and that also constitutes a prospectus of onsemi. Each of Synaptics and onsemi will provide the proxy statement/prospectus to Synaptics stockholders. Synaptics
and onsemi also plan to file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Synaptics or onsemi may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In
addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties on Synaptics Investor Relations at https://investor.synaptics.com/ (for documents filed
with the SEC by Synaptics) or onsemi Investor Relations at https://investor.onsemi.com/ (for documents filed with the SEC by onsemi).
Participants in the Solicitation
Synaptics, onsemi, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Synaptics
stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of Synaptics stockholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Synaptics’ executive
officers and directors under the headings “Proposal 1 – Election of Directors,” “Director Compensation,” “Compensation Discussion and Analysis,” “Named Executive Officer Compensation Tables,” “CEO Pay Ratio Disclosure,” “Pay Versus Performance
Disclosure” and “Beneficial Ownership of Certain Stockholders” in its definitive proxy statement filed with the SEC on September 16, 2025. To the extent holdings of Synaptics common
stock by the directors and executive officers of Synaptics have changed from the amounts of Synaptics common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=817720&owner=exclude under the tab “Ownership Disclosures”. You can find more detailed information about onsemi’s executive officers and directors under the headings
“The Board of Directors and Corporate Governance,” “Compensation of Executive Officers” and “Stock Ownership” in its definitive proxy statement filed with the SEC on April 2, 2026. To the extent holdings of onsemi common stock by the
directors and executive officers of onsemi have changed from the amounts of onsemi common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the
SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1097864&owner=exclude
under the tab “Ownership Disclosures”. Additional information about Synaptics’ executive officers and directors and onsemi’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.
FAQ
What did Synaptics (SYNA) file regarding the proposed onsemi deal?
Synaptics filed a communication referencing a proposed business combination and a social post dated June 26, 2026. The filing states that detailed terms will appear in a Registration Statement on Form S-4 containing a proxy statement/prospectus for stockholder consideration.
Where will I find full details of the Synaptics and onsemi transaction?
Full details will be included in the Form S-4 registration statement that onsemi will file with the SEC and that will include Synaptics’ proxy statement/prospectus. Copies will be available at www.sec.gov and each company’s investor relations site.
What risks did Synaptics disclose about the proposed transaction?
The filing lists risks including regulatory and stockholder approvals, potential litigation, timing uncertainty, integration challenges, retention of key personnel, competitive responses, unexpected costs, and possible disruption to business operations following the announcement.
Will Synaptics stockholders vote on the proposed combination?
Yes. The proposed transaction will be submitted to Synaptics stockholders for consideration, and the proxy statement/prospectus in the Form S-4 will include details about the solicitation and persons deemed participants in the solicitation.