Every material Form 8-K ON Semiconductor filed with the SEC in 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.
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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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