Every material Form 8-K ON Semiconductor has filed with the SEC since March 18, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ON Semiconductor Corporation reported third quarter 2026 revenue of $1,722.3 million and GAAP diluted earnings per share of $0.79, alongside non-GAAP diluted earnings per share of $0.90. The company also announced revised terms for its planned acquisition of Synaptics for approximately $5.7 billion in cash and provided its fourth quarter 2026 revenue outlook between $1,715 million and $1,815 million. These financial results and strategic developments provide shareholders with updated visibility into core operating margins and ongoing portfolio expansion.
Third quarter 2026 revenue reached $1,722.3 million, an 11% increase year-over-year.
GAAP diluted earnings per share were $0.79 and non-GAAP diluted earnings per share were $0.90 for the quarter ended October 2, 2026.
Revised terms for the planned acquisition of Synaptics were announced for approximately $5.7 billion in cash.
Fourth quarter 2026 revenue is projected to be between $1,715 million and $1,815 million.
onsemi said its subsidiary agreed on November 2, 2026 to acquire Ferric, Inc., an integrated voltage regulator technology company, through a merger in which Ferric becomes a wholly-owned subsidiary. The deal is funded with cash on hand and is expected to close in the fourth quarter of 2026, subject to closing conditions including U.S. antitrust review. onsemi also raised its 2030 AI data center revenue target by $500 million, to greater than $3 billion, and said it expects no meaningful near-term financial impact from the transaction.
Cash consideration of $600 million at closing, subject to customary purchase price adjustments
Up to $175 million in additional cash payable on achievement of specified revenue milestones
2030 AI data center revenue target raised by $500 million to greater than $3 billion
Expected to close in the fourth quarter of 2026; onsemi expects no meaningful near-term financial impact
onsemi, Synaptics and Merger Sub signed an Amended and Restated Merger Agreement on October 1, 2026, after Synaptics received an unsolicited proposal from a third party. The revised deal is all-cash at $123 per share, with an aggregate value of about $5.7 billion versus about $7 billion under the prior agreement. onsemi says the transaction is now expected to be immediately accretive to non-GAAP earnings per share upon closing.
Merger consideration revised to $123 per share in cash; aggregate value about $5.7 billion, down from about $7 billion under the June 25, 2026 agreement.
Morgan Stanley Senior Funding, Inc. committed up to $2.45 billion of senior secured term loan under a commitment letter dated October 1, 2026.
onsemi expects the deal to be immediately accretive to non-GAAP EPS; the transaction is expected to close by mid-2027, subject to Synaptics shareholder approval and regulatory approvals.
The Federal Trade Commission has approved the transaction; regulators in other jurisdictions are still reviewing it.
onsemi reported second-quarter 2026 revenue of $1,603.5 million, up 9% from a year earlier, with GAAP net income attributable to the company of $226.8 million versus $170.3 million in the second quarter of 2025. It also guided third-quarter 2026 revenue to $1,650 million to $1,750 million and GAAP diluted EPS to $0.79 to $0.91, and repurchased $332 million of shares in the quarter.
Q2 2026 revenue of $1,603.5 million, up 9% year over year and up from $1,513.3 million in Q1 2026
GAAP diluted EPS of $0.56 versus $0.41 in Q2 2025; non-GAAP diluted EPS of $0.74
Q3 2026 outlook: revenue of $1,650 million to $1,750 million and GAAP diluted EPS of $0.79 to $0.91
Free cash flow of $425.4 million and share repurchases of $332 million in the quarter
onsemi agreed on June 25, 2026 to acquire Synaptics in an all-stock transaction with a total enterprise value of about $7 billion, using a fixed exchange ratio of 1.350 onsemi shares for each Synaptics share. Synaptics stockholders would own about 12% of the combined company, so onsemi holders would be diluted, while onsemi expects the deal to be accretive to non-GAAP EPS within 18 months of closing. Closing is expected in mid-2027, subject to a Synaptics stockholder vote and regulatory approvals, and both companies reiterated their prior financial outlooks.
Fixed exchange ratio of 1.350 onsemi shares per Synaptics share; Synaptics holders to own about 12% of the combined company on a pro forma basis.
Total enterprise value of about $7 billion, an approximately 19% premium to the 10-trading-day volume weighted average closing prices.
onsemi expects $200 million in annual synergies and non-GAAP EPS accretion within 18 months of closing.
Closing expected in mid-2027; the merger agreement can be terminated if not completed by June 25, 2027, subject to extensions.
onsemi's stockholders elected all seven nominated directors at the May 14, 2026 annual meeting, approved the advisory say-on-pay resolution, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved a stockholder proposal on simple majority voting. Separately, the company and former Group President Simon Keeton agreed on May 14 to extend his last day of employment from June 30, 2026 to September 30, 2026, to support an orderly transition to his successor.
Keeton stepped down from all officer positions effective March 9, 2026; his final day of employment is now September 30, 2026.
Say-on-pay advisory resolution passed with 320,342,318 votes for and 21,118,000 against.
Simple majority voting proposal passed with 333,533,083 votes for and 3,866,836 against.
PricewaterhouseCoopers LLP was ratified as independent auditor for the year ending December 31, 2026, with 337,232,526 votes for and 23,674,928 against.
ON Semiconductor completed a private offering of $1.5 billion of 0% Convertible Senior Notes due 2031 on May 11, 2026, including $200 million from the full exercise of the initial purchasers' option. The company used about $331.9 million of net proceeds to repurchase about 3.1 million common shares, and the filing says the notes may dilute shareholders only if converted, with hedge transactions expected to reduce that dilution.
Offering of $1.5 billion of 0% Convertible Senior Notes due May 1, 2031; net proceeds about $1,472.9 million
Initial conversion price about $161.30 per share; maximum of 14,181,600 shares issuable on conversion
About $331.9 million used to repurchase about 3.1 million shares; about $70.7 million cost of convertible note hedges, partly offset by warrant sales
onsemi reported first quarter 2026 revenue of $1,513.3 million, up 5% from a year earlier and down 1% from the prior quarter, with non-GAAP diluted earnings per share of $0.64. GAAP results were weaker, with a net loss attributable to the company of $33.4 million, or $0.08 per share, after $329.3 million in restructuring, asset impairments and other charges. The company also guided second quarter 2026 revenue to $1,535 million to $1,635 million.
Q1 2026 revenue of $1,513.3 million, up from $1,445.7 million a year earlier and down from $1,530.1 million in Q4 2025
GAAP net loss attributable to the company of $33.4 million, or $0.08 per share, versus net income of $181.8 million in Q4 2025
Non-GAAP diluted EPS of $0.64, compared with $0.55 in Q1 2025
Share repurchases of $345.7 million in the quarter; Q2 2026 non-GAAP diluted EPS outlook of $0.65 to $0.77
onsemi said Group President Simon Keeton will leave all employment positions at the company effective June 30, 2026, after an agreement reached March 9, 2026. He will step down from all officer roles immediately but will stay through June 30 to support an orderly transition to a new head of the Power Solutions Group. The filing does not name a successor, and it gives no financial effect of the change.
Simon Keeton, Group President of the Power Solutions Group, will resign effective June 30, 2026.
Agreement with onsemi was reached March 9, 2026.
Keeton steps down from all officer positions immediately but remains employed through June 30, 2026 to support the transition.
Keeton joined onsemi in July 2007 and has been Group President since February 2024.
onsemi reported fourth-quarter 2025 revenue of $1,530.1 million, down 11% from a year earlier, and GAAP diluted EPS of $0.45 versus $0.88. For full-year 2025, revenue fell 15% to $5,995.4 million and GAAP net income attributable to the company dropped to $121.0 million from $1,572.8 million, after $666.9 million of restructuring, asset impairment and other charges. The company also reported $1.4 billion of 2025 free cash flow, returned through share repurchases, and authorized a new buyback of up to $6 billion over three years.
Q4 2025 revenue $1,530.1 million, down 1% sequentially and 11% year over year; GAAP diluted EPS $0.45 (non-GAAP $0.64)
2025 GAAP net income $121.0 million versus $1,572.8 million in 2024; restructuring, asset impairments and other charges of $666.9 million
2025 free cash flow $1,418.6 million, with $1,377.6 million of share repurchases in the year
New share repurchase authorization of up to $6 billion over the next three years; Q1 2026 revenue outlook $1,435 to $1,535 million
onsemi said that on November 13, 2025, management approved additional pre-tax non-cash impairment and accelerated depreciation charges of $200 million to $300 million tied to long-lived manufacturing assets at certain facilities. The company expects the charges to cut recurring depreciation by $10 million to $15 million in 2026 and does not expect material future cash expenditures, though the estimates may differ materially from actual results.
Pre-tax non-cash impairment and accelerated depreciation charges of $200 million to $300 million, approved November 13, 2025
Estimated reduction in 2026 recurring depreciation expense of $10 million to $15 million
Most charges expected to be incurred through the first two quarters of 2026; no material future cash expenditures expected
Charges follow restructuring and cost reduction initiatives announced in the first quarter of 2025
Alan Campbell, chair of ON Semiconductor's board, notified the company on November 4, 2025 that he will retire from the board and its committees at the end of his current term, just before the 2026 annual meeting. The board has appointed Thomas L. Deitrich to succeed him as chair, subject to Deitrich's renomination and reelection, which the filing says is meant to keep board leadership continuous.
Alan Campbell gave notice of retirement on November 4, 2025; he will remain chair until he retires.
The 2026 annual meeting of stockholders is scheduled for May 14, 2026.
Thomas L. Deitrich was appointed to succeed Campbell as board chair, assuming his renomination and reelection.
Campbell said his decision was not due to any disagreement with the company over its operations, policies or practices.
onsemi reported third-quarter 2025 revenue of $1,550.9 million and diluted earnings per share of $0.63, both up from the prior quarter but down from a year earlier. It also gave a fourth-quarter 2025 revenue outlook of $1,480 million to $1,580 million, and its nine-month results include a GAAP net loss of $60.8 million tied to large restructuring and impairment charges.
Q3 revenue of $1,550.9 million was up 6% from $1,468.7 million in Q2 2025 but down 12% from $1,761.9 million in Q3 2024.
Diluted EPS was $0.63 on both a GAAP and non-GAAP basis, versus $0.41 GAAP in Q2 2025 and $0.93 GAAP in Q3 2024.
Nine-month GAAP net loss attributable to the company was $60.8 million, including $608.1 million of restructuring, asset impairments and other charges, net.
Q4 2025 outlook: revenue of $1,480 million to $1,580 million and non-GAAP diluted EPS of $0.57 to $0.67.
onsemi's unit Semiconductor Components Industries, LLC signed a Master Framework Agreement with Aura Semiconductor entities to buy certain assets and receive an IP license for Vcore power management components and systems, for a maximum of $144 million. onsemi says the deal is expected to have minimal impact on GAAP and non-GAAP earnings per share in the first fiscal year after closing and to be accretive thereafter, and expects it to close in the fourth quarter of 2025.
Maximum total consideration is $144 million, subject to customary purchase price adjustments.
$72 million is tied to delivery and acceptance of specified products; the other $72 million depends on certain revenue milestones.
Closing is expected in the fourth quarter of 2025 and is subject to customary closing conditions.
Restrictive covenants and a Support Services Agreement run through December 31, 2030, and the agreement may be terminated under certain circumstances.
onsemi reported second quarter 2025 revenue of $1.47 billion, up 2% from the first quarter but down 15% from the year-earlier quarter. GAAP diluted earnings per share were $0.41, a swing from a loss of $1.15 in the first quarter but below $0.78 a year earlier. The company guided third quarter 2025 revenue to $1,465 million to $1,565 million and non-GAAP diluted EPS to $0.54 to $0.64.
Q2 2025 revenue was $1,468.7 million, versus $1,445.7 million in Q1 2025 and $1,735.2 million in Q2 2024.
GAAP diluted EPS was $0.41 and non-GAAP diluted EPS was $0.53, compared with $0.78 and $0.96 in Q2 2024.
Free cash flow was $106.1 million, and the company returned over 100% of year-to-date free cash flow through share repurchases.
Third quarter 2025 outlook: revenue of $1,465 million to $1,565 million and non-GAAP diluted EPS of $0.54 to $0.64.
onsemi reported first-quarter 2025 revenue of $1,445.7 million, down 22% from a year earlier and 16% from the prior quarter, and a GAAP net loss of $486.1 million, or $1.15 per diluted share, after $539.3 million in restructuring, asset impairments and other charges. For shareholders, the company guided second-quarter 2025 revenue to $1,400 million to $1,500 million and said it returned 66% of first-quarter free cash flow through share repurchases.
Revenue of $1,445.7 million, down 16% from Q4 2024 and 22% from Q1 2024
GAAP net loss attributable to ON Semiconductor of $486.1 million, or $(1.15) per diluted share; non-GAAP diluted EPS of $0.55
Restructuring, asset impairments and other charges, net of $539.3 million; GAAP operating margin of (39.7)%
Q2 2025 outlook: revenue of $1,400 million to $1,500 million and GAAP diluted EPS of $0.45 to $0.55
ON Semiconductor disclosed that on March 17, 2025, management approved pre-tax non-cash impairment charges of between $600 million and $700 million on long-lived manufacturing equipment, as part of a restructuring plan announced February 24, 2025. The company says the charges will reduce 2025 depreciation expense by $30 million to $35 million and do not are expected to require material future cash spending, though actual amounts may differ.
Pre-tax non-cash impairment charges of between $600 million and $700 million approved March 17, 2025
Charges relate to manufacturing equipment at certain facilities, treated as held for sale
Estimated 2025 depreciation expense reduction of $30 million to $35 million
Most charges expected in the first two quarters of 2025
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