Synaptics revises onsemi merger to about $5.7B

Completion is expected by mid-2027, subject to a Synaptics shareholder vote and required regulatory approvals.

Rhea-AI Filing Summary

Synaptics Incorporated amended its previously announced merger agreement with ON Semiconductor Corporation (onsemi) and Sonic Acquisition Corp., onsemi’s wholly owned subsidiary. If completed, Synaptics would become an indirect, wholly owned subsidiary of onsemi. At closing, each eligible Synaptics common share would convert into the right to receive $123 in cash, without interest; the announced aggregate value is approximately $5.7 billion, compared with approximately $7 billion under the prior agreement. Shares held by Synaptics, its subsidiaries, onsemi, its subsidiaries or Sonic Acquisition Corp., and dissenting shares, are excluded from the cash conversion; eligible dissenting holders instead have appraisal rights.

Synaptics’ board unanimously approved the revised terms after reviewing an unsolicited competing proposal. Closing is expected by mid-2027, subject to shareholder approval and required regulatory and other customary conditions; U.S. Federal Trade Commission approval has been obtained, while regulators in other jurisdictions are reviewing the transaction. The agreement has no financing condition. onsemi said it expects immediate accretion to its non-GAAP earnings per share upon closing and additional revenue-synergy and production-insourcing benefits after the initial 18 months post-close, beyond its previously announced $200 million annual run-rate synergies.

1 point · 1 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.All-cash offer: $123 per share; Synaptics says it provides value certainty.

Negative

• None.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration per share: $123 per share Aggregate transaction value: Approximately $5.7 billion Prior aggregate transaction value: Approximately $7 billion +2 more

5 metrics

Cash consideration per share $123 per share For each eligible Synaptics common share at the Effective Time

Aggregate transaction value Approximately $5.7 billion Revised merger agreement

Prior aggregate transaction value Approximately $7 billion Previously announced merger agreement

Annual run-rate synergies $200 million Previously announced by onsemi

Post-close period Initial 18 months onsemi expects additional revenue-synergy and production-insourcing benefits after this period

Key Terms

Effective Time, appraisal rights, Required Company Stockholder Vote, non-GAAP earnings per share, +1 more

5 terms

Effective Time regulatory

"at the Effective Time"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

appraisal rights regulatory

"properly exercise appraisal rights"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Required Company Stockholder Vote regulatory

"the Required Company Stockholder Vote"

non-GAAP earnings per share financial

"immediately accretive to onsemi’s non-GAAP earnings per share"

Non-GAAP earnings per share is a company’s reported profit per share after removing certain items that management considers one-time, unusual, or not part of regular operations, such as restructuring costs, stock-based compensation, or asset write-downs. Investors use it like an “adjusted score” to see what management believes is the company’s ongoing, core profitability, but because the adjustments vary between firms it should be compared carefully across companies.

annual run-rate synergies financial

"previously announced $200 million of annual run-rate synergies"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will SYNA shareholders receive under the amended merger agreement?

Eligible Synaptics shareholders are entitled to $123 in cash per share, without interest, at the merger’s Effective Time. Shares held by Synaptics or its subsidiaries, onsemi or its subsidiaries, or Sonic Acquisition Corp. are excluded from the cash conversion. Holders who properly exercise appraisal rights instead have the rights granted under Delaware law.

When is the SYNA merger with onsemi expected to close?

The transaction is expected to close by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals and other customary closing conditions.

What shareholder vote is required for the SYNA merger?

Adoption of the amended merger agreement requires an affirmative vote from holders of a majority of Synaptics’ issued and outstanding common shares entitled to vote. This vote is a closing condition.

Does the SYNA merger depend on onsemi obtaining financing?

No. The amended merger agreement has no financing condition. onsemi said the transaction will be financed through cash on hand and committed financing, and that it obtained fully committed debt financing from Morgan Stanley.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 05:19 PM Accepted by SEC EDGAR 10/01/2026 - 05:19 PM Learn about SEC filing dates

false000081772000008177202026-10-012026-10-01

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

Date of Report (Date of earliest event reported): October 1, 2026

SYNAPTICS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	000-49602	77-0118518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1109 McKay Drive San Jose, California	95131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 904-1100

(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 obligations 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 $0.001 per share		SYNA		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

On October 1, 2026, Synaptics Incorporated, a Delaware corporation (the “Company” or “Synaptics”), entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), by and among the Company, ON Semiconductor Corporation, a Delaware corporation (“Parent” or “onsemi”), and Sonic Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), which amends and restates in its entirety the previously announced Agreement and Plan of Reorganization, dated as of June 25, 2026, by and among the Company, Merger Sub and Parent and continues to provide, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as an indirect, wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein will have the meanings given to them in the A&R Merger Agreement.

The A&R Merger Agreement was ultimately executed following negotiations arising from the Company receiving an unsolicited, non-binding proposal on September 2, 2026 from a strategic party, referred to as “Party A” in onsemi’s registration statement on Form S-4 (File No. 333-298477) previously filed on August 21, 2026, to acquire all the issued and outstanding shares of Company Common Stock (as defined below). Consistent with its fiduciary duties and in accordance with the terms of the Agreement and Plan of Reorganization, the Company’s Board of Directors (the “Company Board”), together with a special committee of independent directors of the Company Board previously formed for convenience and not as a result of any actual or perceived conflict of interest of any member of the Company Board (the “Special Committee”), reviewed and considered this unsolicited proposal and, after the Company engaged with the strategic party, determined in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that the proposal, as revised by the strategic party following engagement with the Company, constituted a “Superior Proposal.” Following such determination and further negotiations between onsemi and Synaptics, the Company Board, in good faith, in consultation with its outside legal counsel and financial advisor, and on the recommendation of the Special Committee, subsequently determined that, in light of the proposed terms of the A&R Merger Agreement, the proposal from the strategic party, as revised by the strategic party since its initial September 2 unsolicited proposal, no longer constituted a Superior Proposal, and the Company Board unanimously approved the A&R Merger Agreement, and declared the same advisable and fair to and in the best interests of the Company and its stockholders. The parties subsequently executed the A&R Merger Agreement.

Merger Consideration

Under the A&R Merger Agreement, the Company and Parent have agreed to revise certain terms of their previously announced merger transaction to provide that, subject to the terms and conditions set forth in the A&R Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each share of common stock of the Company, $0.001 par value per share (“Company Common Stock”), issued and outstanding immediately before the Effective Time, excluding shares held by the Company, any Company subsidiary, Parent, any Parent subsidiary, or Merger Sub (which shares will be cancelled), as well as any dissenting shares, will be converted into the right to receive $123 per share in cash, without interest (the “Merger Consideration”). Stockholders of the Company who do not vote in favor of adoption of the A&R Merger Agreement and who properly exercise appraisal rights in accordance with the Delaware General Corporation Law (the “DGCL”) will not be entitled to receive the Merger Consideration but will instead have such rights as are granted by the DGCL.

Treatment of Company Equity Awards

Pursuant to the A&R Merger Agreement, at the Effective Time:

• Each award of restricted stock units of the Company (each a “Company RSU”) that is outstanding and unvested and held by an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company Converted RSU”), will be assumed by Parent and converted into a restricted stock unit award denominated in shares of Parent Common Stock, determined as the product (rounded to the nearest whole number) of (1) the number of shares of Company Common Stock underlying such Company RSU and (2) a ratio (the “Conversion Ratio”) equal to the per-share Merger Consideration of $123.00 divided by the average of the volume-weighted average trading price of Parent Common Stock on Nasdaq over the five consecutive Trading Days ending on the Trading Day that is three Trading Days prior to the Effective Time, and subject to the same terms and conditions as were applicable to such Company RSU immediately before the Effective Time, except as set forth in the A&R Merger Agreement.

• Each Company RSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes vested in connection with the closing of the Merger or (C) is held by a non-employee member of the Company Board (each, a “Company Accelerated RSU”), will be cancelled, and such holders will be entitled to receive an amount of the Merger Consideration applicable to shares of Company Common Stock subject to such Company Accelerated RSUs after giving effect to any accumulated dividend equivalent rights, less applicable tax withholdings.

• Each performance stock unit of the Company (each a “Company PSU”) that is outstanding and unvested and held by an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company Converted PSU”), will be assumed by Parent and converted into a performance-based stock unit award denominated in shares of Parent Common Stock, determined as the product of (1) the number of shares of Company Common Stock underlying such Company PSU (provided, that, for purposes of determining the applicable number of shares of Company Common Stock that are subject to such Company Converted PSU, the performance conditions for such Company PSU for which such performance period has not yet closed will be deemed satisfied at target level, as determined under the relevant Company Equity Award terms), and (2) the Conversion Ratio, and subject to the same terms and conditions as were applicable to such Company PSU immediately before the Effective Time, except as set forth in the A&R Merger Agreement.

• Each Company PSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes vested in connection with the closing of the Merger or (C) is held by a non-employee member of the Company Board (each, a “Company Accelerated PSU”), will be cancelled, and such holders will be entitled to receive an amount of the Merger Consideration applicable to shares of Company Common Stock subject to such Company Accelerated PSUs determined as if the performance conditions for such Company PSU for which such performance period has not yet closed are satisfied at target level as determined under the relevant Company Equity Award terms and after giving effect to any accumulated dividend equivalent rights, less applicable tax withholdings.

• Each market stock unit of the Company (each, a “Company MSU”) that is outstanding and unvested and held by an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company Converted MSU”), will be assumed by Parent and converted into a restricted stock unit award denominated in shares of Parent Common Stock, determined as the product of (1) the number of shares of Company Common Stock underlying such Company MSU, with such number determined based on actual performance of the performance conditions applicable to such Company MSU as of immediately before the Effective Time, as determined under the relevant Company Equity Award terms, and (2) the Conversion Ratio, and subject to the same terms and conditions as were applicable to such Company MSU immediately before the Effective Time, except as set forth in the A&R Merger Agreement.

• Each Company MSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes vested in connection with the closing of the Merger or (C) is held by a non-employee member of the Company Board (each, a “Company Accelerated MSU”), will be cancelled, and such holders will be entitled to receive an amount of the Merger Consideration applicable to shares of Company Common Stock subject to such Company Accelerated MSUs, with such number determined based on actual performance of the performance conditions applicable to such Company MSU as of immediately before the Effective Time, as determined under the relevant Company Equity Award terms, after giving effect to any accumulated dividend equivalent rights, less applicable tax withholdings.

Closing Conditions

The consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (1) the accuracy of the respective representations and warranties of the parties in the A&R Merger Agreement (subject to certain materiality qualifiers); (2) compliance by the parties with their respective covenants in the A&R Merger Agreement in all material respects; (3) the absence of a material adverse effect (as defined in the A&R Merger Agreement) with respect to the Company on or after the date of the A&R Merger Agreement that is continuing as of immediately before the closing of the Merger; (4) the adoption of the A&R Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company Stockholder Vote”); (5) the obtaining of all required governmental authorizations under specified antitrust laws and foreign direct investment laws; and (6) the absence of any relevant legal restraint in specified jurisdictions that would prevent, enjoin or make illegal the consummation of the transactions contemplated by the A&R Merger Agreement. Notably, approval of the contemplated transaction with onsemi under the Hart-Scott-Rodino Act has already been obtained.

Additional Covenants

Subject to the terms and conditions of the A&R Merger Agreement, the Company has also agreed to use reasonable best efforts to cooperate with Parent in connection with any debt financing obtained or proposed to be obtained by Parent or its subsidiaries to finance the payment, in whole or in part, of the Merger Consideration, the repayment of certain of the Company’s outstanding indebtedness or the payment of any other amounts payable by Parent or Merger Sub under the A&R Merger Agreement or in connection with the transactions contemplated by the A&R Merger Agreement. The transactions contemplated by the A&R Merger Agreement are not subject to any financing condition.

Additional Information

The foregoing description of the A&R Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Subject to the terms of the A&R Merger Agreement, the representations and warranties set forth in the A&R Merger Agreement were made solely for the benefit of the parties to the A&R Merger Agreement, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the A&R Merger Agreement by disclosures that were made to the other parties in accordance with the A&R Merger Agreement, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws, and (iv) were made only as of the dates specified in the A&R Merger Agreement.

Item 7.01 Regulation FD Disclosure.

On October 1, 2026, the Company and Parent jointly issued a press release regarding entry into the A&R Merger Agreement.  The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.  Further, on October 1, 2026, the CEO of Synaptics sent an All-Employee email to Synaptics Employees in connection with the announcement of the A&R Merger Agreement.

The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as will be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This communication relates to a proposed business combination transaction between Synaptics and onsemi. This communication includes forward-looking statements within the meaning of Section 27A of the Securities, and Section 21E of the Exchange Act. These forward-looking statements are based on Synaptics’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Synaptics, 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’ 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, 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 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) legislative, regulatory and economic developments; and (10) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Synaptics’ 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 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 27, 2026, and its quarterly reports filed on Form 10-Q for the 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.

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, Synaptics will file with the SEC a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Synaptics will send the definitive proxy statement to each stockholder entitled to vote at the special meeting relating to the transaction. Synaptics also plans to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document which Synaptics may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT 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 definitive proxy statement, preliminary proxy statement and other documents filed with the SEC by Synaptics on Synaptics Investor Relations at https://investor.synaptics.com/.

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 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 15, 2026. 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 proxy statement when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1*	Amended and Restated Agreement and Plan of Merger, dated as of October 1, 2026, by and among ON Semiconductor Corporation, Sonic Acquisition Corp., and Synaptics Incorporated.*
99.1	Joint Press Release, dated October 1, 2026.
99.2	Email from CEO of Synaptics to all Synaptics Employees, sent on October 1, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURE

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.

Synaptics Incorporated
Dated: October 1, 2026
By:	/s/ Lisa Bodensteiner
Name:	Lisa Bodensteiner
Title:	Senior Vice President, Chief Legal Officer and Secretary

Exhibit 99.1

onsemi and Synaptics Announce Revised Merger Agreement

Revised Terms to Deliver Higher onsemi Shareholder Value through Immediate EPS Accretion

Amended Agreement Follows Thorough Review of Unsolicited Competing Proposal

SCOTTSDALE, Ariz. and SAN JOSE, Calif. – Oct. 1, 2026 – onsemi (NASDAQ: ON) and Synaptics Incorporated (NASDAQ: SYNA) ("Synaptics") today announced they have amended their June 25, 2026 merger agreement. The amendment follows an unsolicited competing proposal received from a third party.

Under the revised agreement, onsemi will acquire Synaptics for $123 per share in cash for an aggregate value of approximately $5.7 billion as compared to approximately $7 billion for the prior agreement. The transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share and provides value certainty for Synaptics’ shareholders.

“As was the case when we initially announced the acquisition, Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders,” said Hassane El-Khoury, President and CEO of onsemi. “The all-cash transaction delivers higher value to our shareholders through lower total cost consideration, and we now expect the transaction to be immediately accretive to non-GAAP EPS upon closing. In addition, we have identified incremental opportunities to create shareholder value beyond the previously announced $200 million of annual run-rate synergies. These additional benefits from revenue synergies and insourcing of a portion of Synaptics’ production are expected to be realized after the initial 18 months post-close, further strengthening the long-term earnings and cash flow profile of the combined company.”

El-Khoury continued, “Synaptics is accretive to our long-term model, with a strong growth outlook and attractive gross margin profile that will help accelerate onsemi’s evolution. Additionally, Synaptics complements growth in our AI data center business, and brings to onsemi its highly profitable human-machine interface, and sensing products businesses that generate strong and predictable cash flows, providing the combined company with a durable funding engine to accelerate its connected compute capabilities.”

After careful review with its financial and legal advisors, the Synaptics Board unanimously determined that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders.

"Our Board has been singularly focused on delivering the best outcome for our shareholders, and today's amended agreement reflects that commitment," said Rahul Patel, Synaptics President and CEO. “By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value. We are confident this path is the right choice for our shareholders."

The transaction will be financed through a combination of cash on hand and committed financing. onsemi has obtained fully committed debt financing from Morgan Stanley. The amended merger agreement does not include a closing condition related to onsemi’s financing.

The transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.

More Information:

• Investor Presentation: onsemi & Synaptics Revised Merger Terms¹

About onsemi

onsemi (Nasdaq: ON) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end‑markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy‑efficient world. The company is part of the S&P 500® index. Learn more at www.onsemi.com.

About Synaptics Incorporated

Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is a force behind the next generation of technology enhancing how we live, work, and play.

Contact Information

onsemi

Parag Agarwal

Vice President - Investor Relations & Corporate Development

onsemi

(602) 244-3437

investor@onsemi.com

Krystal Heaton

Director, Head of Public Relations

onsemi

(480) 242-6943

Krystal.Heaton@onsemi.com

Synaptics

Munjal Shah

Vice President – Investor Relations

Synaptics

(408) 518-7639

munjal.shah@synaptics.com

Neeta Shenoy

Vice President, Marketing

Synaptics

(408) 518-7826

neeta.shenoy@synaptics.com

¹ The presentation available on onsemi’s website does not constitute a part of, and is not incorporated by reference into, this press release.

Cautionary Note Regarding Forward-Looking Statements

This press release relates to onsemi’s proposed acquisition of Synaptics and includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this press release could be deemed forward-looking statements, particularly statements about the future financial performance of onsemi. Forward-looking statements can often be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “strategy,” “targets,” “will,” or “would,” or similar expressions or by discussions of strategy, plans, expectations, projections or intentions. All forward-looking statements in this document are made based on onsemi’s and Synaptics' current expectations, forecasts, estimates and assumptions, all of which are subject to change, and involve risks and uncertainties, which, along with other factors, could cause results and events to differ materially from those expressed in the forward-looking statements. These factors include, but are not limited to, 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; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans and operations of onsemi or Synaptics, including restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; the ability of onsemi or Synaptics to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; legislative, regulatory and economic developments; and unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as onsemi’s or Synaptics' response to any of the aforementioned factors. Certain additional factors that could affect onsemi’s future results or events are described under Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 9, 2026 (the “2025 Form 10-K”) and from time to time in onsemi’s other SEC reports. Certain additional factors that could affect Synaptics' future results or events are described under Part I, Item 1A “Risk Factors” in the 2026 Annual Report on Form 10-K filed with the SEC on August 10, 2026 (the “2026 Form 10-K”) and from time to time in Synaptics' other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. Neither onsemi nor Synaptics assumes any obligation to update such information, which speaks only as of the date made, except as may be required by law.

Investing in onsemi’s or Synaptics' securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this press release, onsemi’s 2025 Form 10-K, Synaptics' 2026 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to onsemi’s or Synaptics' securities. If any of these trends, risks or uncertainties actually occurs or continues, onsemi’s or Synaptics' business, financial condition or operating results could be materially adversely affected, the trading price of onsemi’s or Synaptics' securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to onsemi, Synaptics or persons acting on onsemi’s or Synaptics' behalf are expressly qualified in their entirety by this cautionary statement.

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, Synaptics will file with the SEC a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Synaptics will send the definitive proxy statement to each stockholder entitled to vote at the special meeting relating to the transaction. Synaptics also plans to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document which Synaptics may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT 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 definitive proxy statement, preliminary proxy statement and other documents filed with the SEC by Synaptics on the Synaptics Investor Relations website at https://investor.synaptics.com/.

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 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 15, 2026. 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 proxy statement when it becomes available.

Exhibit 99.2

SYNA Amended Offer All-Employee Email

Subject: Today’s Announcement: An Amended Agreement with onsemi

Team #OneSynaptics,

I am writing to share an update regarding the acquisition of Synaptics by onsemi. Moments ago, we announced that Synaptics has amended its merger agreement with onsemi. Under the amended terms, Synaptics shareholders will receive $123 in cash for each share of Synaptics common stock held at the time of closing, which provides higher value and value certainty to our shareholders.

We recognize that today’s announcement may raise questions about what has changed and how we arrived here. We entered our agreement with onsemi back in June, confident in the transaction’s reflection of the strength of our business model, our technology portfolio and our leadership position in intelligent edge processing and wireless connectivity. We believe the revised offer reflects onsemi's continued conviction in our business, our products and our people.

The amended merger agreement was negotiated following the receipt of an unsolicited, non-binding proposal from a third party bidder. The Synaptics Board of Directors carefully evaluated that proposal, alongside our financial and legal advisors and in accordance with well-established governance procedures and the previously announced agreement with onsemi, and concluded that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders.

As we’ve discussed since we initially launched our transaction with onsemi in June, we are excited about all of the opportunities we see ahead for our combined company. And while the terms of our agreement have changed, the strategic rationale for bringing Synaptics and onsemi together remains the same. Together, as a differentiated intelligent-edge platform, we expect to accelerate innovation, increase system-level content and deepen customer relationships across attractive growth markets.

Looking ahead, we remain on track to complete our transaction with onsemi by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. Until then, onsemi and Synaptics will continue to operate as separate, independent companies.

I want to be clear that the process leading to this announcement reflects the strength of Synaptics and the business all of you have worked so hard to build. I understand some of you may have questions about this amended agreement and what it means for you. To answer some of your questions, we have included a brief FAQ below this email.

Thank you for your continued focus, professionalism and commitment to Synaptics. I am incredibly proud of what we have accomplished together, and I hope you share in my enthusiasm for our exciting future working alongside onsemi.

Best regards, Rahul

Note: In accordance with our corporate policy, if you receive any media inquiries, please do not respond and direct them to Neeta Shenoy at neeta.shenoy@synaptics.com. All investor inquiries should be forwarded to Munjal Shah at munjal.shah@synaptics.com.

Appendix

Do:

• Rely only on official Synaptics communications for updates.

• Stay focused on day-to-day business by continuing to execute your role, deliver on commitments and support our customers, partners and suppliers.

• Protect confidential information and follow our existing policies for handling sensitive or material information.

Don’t:

• Speculate or spread rumors about the transaction, the amended terms, roles, organizational structure or future plans.

• Speak externally on behalf of Synaptics unless you are authorized and have approved guidance.

• Share non-public or forward-looking information, including financial details, undisclosed transaction terms or integration plans that have not been finalized.

• Reach out to onsemi employees outside the normal course of business unless you are specifically authorized to do so.

• Post opinions or commentary on social media or use informal channels to discuss the transaction.

• Pause or slow critical workstreams unless you are explicitly directed to do so.

FAQs

1. What does this mean for employees?

• Today’s announcement amends the financial terms of the transaction, but the strategic rationale for bringing Synaptics and onsemi together remains the same.

• We continue to strongly believe in the strategic rationale of the transaction with onsemi, which accelerates Synaptics’ position in Edge AI and Physical AI.

• We remain on track to complete the transaction by mid-2027, subject to shareholder approval, required regulatory approvals and other customary closing conditions.

• Until the transaction closes, onsemi and Synaptics will continue to operate as separate and independent companies.

2. Why did onsemi amend their offer?

• We entered our agreement with onsemi back in June, confident in the transaction’s reflection of the strength of our business model, our technology portfolio and our leadership position in intelligent edge processing and wireless connectivity.

• The revised offer was negotiated following Synaptics’ receipt of an unsolicited, non-binding proposal from a third party.

• The Synaptics Board carefully evaluated that proposal with its financial and legal advisors and concluded that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders.

• We believe the revised offer reflects onsemi's continued conviction in our business, our products and our people.

3. What does it mean to switch from all-stock to all-cash? What will happen to the stock that I own? Will I own any shares of the combined company?

• Under the amended agreement, Synaptics shareholders will receive $123 in cash for each share of Synaptics common stock held at closing as opposed to shares in onsemi stock.

4. What happens to my unvested shares of Synaptics stock given the deal is all-cash?

• If you have unvested RSUs, at closing, they will be converted into RSUs of onsemi common stock based on a conversion ratio multiplied by the number of Synaptics shares subject to your unvested award.

• The conversion ratio is the $123 per share merger consideration mentioned above divided by the average of the volume weighted average trading prices per share of onsemi common stock on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the closing of the transaction.

• Following conversion, the awards will continue to vest based on their original vesting schedule.

5. What happens to my Employee Stock Purchase Plan?

• The current ESPP offering period will be the final offering period under the Synaptics ESPP.

• Following the close of the transaction, employees may be given the option to enroll in onsemi's ESPP subject to the terms and eligibility requirements of that plan.

• Additional details (e.g., enrollment windows, discount rate, plan terms) for eligible employees will be communicated as appropriate following close.

6. Where can I get updates and find more information?

• We have established a dedicated page covering the transaction on our intranet.

• As always, we encourage you to talk with your Functional SET Leader if you have any questions.

• We will keep you informed and provide relevant updates as appropriate.

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’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Synaptics, 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’ 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, 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 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) legislative, regulatory and economic developments; and (10) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Synaptics’ 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 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 27, 2026, and its quarterly reports filed on Form 10-Q for the 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.

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, Synaptics will file with the SEC a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Synaptics will send the definitive proxy statement to each stockholder entitled to vote at the special meeting relating to the transaction. Synaptics also plans to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document which Synaptics may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT 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 definitive proxy statement, preliminary proxy statement and other documents filed with the SEC by Synaptics on Synaptics Investor Relations at https://investor.synaptics.com/.

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 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 15, 2026. 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 proxy statement when it becomes available.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 23.7 KB
• EX-99.2 EXHIBIT 99.2 42.5 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 730.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB