How did revenue and profitability change in the third quarter of 2026?

Revenue was $1,722.3 million, up $171.4 million, or approximately 11%, from $1,550.9 million. Gross profit rose to $713.0 million with a 41.4% gross margin, versus 37.9% a year earlier, due to higher revenue, improved manufacturing utilization and favorable product mix. Net income attributable to the company was $313.9 million, or $0.79 per diluted share, compared with $255.0 million, or $0.63 per diluted share.

What are the key terms and risks of the proposed Synaptics acquisition?

The company agreed to pay $123.00 per Synaptics share in cash under an amended merger agreement dated October 1, 2026, and expects to close in mid-2027, subject to Synaptics stockholder approval, regulatory approvals and other conditions. The merger agreement has an End Date of June 25, 2027, extendable in certain circumstances. The filing notes risks including possible delay or non-completion, integration challenges, the need to repay Synaptics' indebtedness, and cash payments to holders of Synaptics' convertible notes after closing. The company also reports that an unsolicited proposal from Cirrus Logic led to the amended agreement.

How is the company funding its capital needs and its debt maturities?

Cash and cash equivalents were $4,157.7 million and short-term investments were $210.0 million at October 2, 2026. The company issued $1.5 billion of 0% Convertible Senior Notes due 2031 in May 2026, receiving net proceeds of $1,472.9 million. The $804.7 million of 0% Notes due 2027 are classified as current debt. For the Synaptics transaction, the company expects to use cash on hand and borrowings of up to $2,450.0 million under commitments from Morgan Stanley Senior Funding, Inc. and other banks. The company states that its resources are adequate for at least the next 12 months.

What restructuring and impairment charges affected the results?

Restructuring, asset impairments and other, net was $4.6 million for the quarter and $375.1 million for the nine months, under the 2026 Manufacturing Realignment Program. The nine-month amount includes $166.6 million of asset impairments, of which $92.3 million related to assets in South Korea and $72.4 million to assets in the Czech Republic, and $184.3 million of other charges, largely accelerated depreciation and amortization on abandoned leases. The company expects total severance costs of $26.0 million for about 650 employees, of which $24.2 million was recognized in the nine months.

How much did the company return to shareholders this period?

During the nine months ended October 2, 2026, the company repurchased approximately 9.1 million shares for an aggregate purchase price of $697.4 million, or $703.2 million including fees and excise tax. In the third quarter alone, it repurchased approximately 0.3 million shares for $19.9 million. As of October 2, 2026, approximately $5.3 billion remained authorized under the $6.0 billion New Share Repurchase Program, which runs through December 31, 2028.

ON 10-Q Filed Nov 2, 2026

01—Abstract

Summary

Summary of the 10-Q filed November 2, 2026. Cited figures are marked; the original filing is the authoritative source.

onsemi reported third-quarter 2026 revenue of $1,722.3 million^a, up from $1,550.9 million a year earlier, an increase of $171.4 million or approximately 11%, driven by industrial, AI data center and other end-markets.

Gross margin rose to 41.4% from 37.9%, and operating income increased to $378.3 million^b from $264.4 million. Net income attributable to ON Semiconductor Corporation was $313.9 million, or $0.79 per diluted share, compared with $0.63 per diluted share a year earlier. For the nine months, revenue was $4,839.1 million and net income attributable to the company was $507.3 million, compared with a net loss of $60.8 million in the prior-year period, which included $608.1 million of restructuring, asset impairments and other charges.

The company's most significant development is its amended agreement to acquire Synaptics Incorporated for $123.00^c per share in cash, with a targeted close in mid-2027. The company has commitments for up to $2,450.0 million of senior secured term loans to help fund the merger consideration. The filing discloses a $235.0 million termination fee payable by Synaptics in certain circumstances and a $320.0 million regulatory termination fee payable by onsemi in certain circumstances.

The FTC granted early termination of the HSR waiting period on August 12, 2026. General and administrative expenses rose to $107.8 million^d, primarily reflecting third-party acquisition costs for the proposed Synaptics transaction. Balance sheet activity was significant during the period.

The company issued $1.5 billion of 0% Convertible Senior Notes due 2031 in May 2026, and cash and cash equivalents rose to $4,157.7 million at October 2, 2026. Gross long-term debt totaled $4,504.7 million, and the $804.7 million of 0% Notes due 2027 are classified as current, with holders able to convert during the fourth quarter of 2026 because the stock price condition was met.

The company repurchased $703.2 million of common stock in the nine months and had approximately $5.3 billion remaining under its $6.0 billion repurchase program. Operating cash flow was $1,215.2 million for the nine months, compared with $1,205.3 million a year earlier.

02—Key points

Key Highlights

Q3 2026 revenue of $1,722.3 million rose $171.4 million, or approximately 11%, year over year; gross margin expanded to 41.4% from 37.9%.
Operating income for the quarter was $378.3 million versus $264.4 million; diluted EPS was $0.79 versus $0.63.
Nine-month net income attributable to the company was $507.3 million, compared with a net loss of $60.8 million a year earlier, as restructuring and impairment charges fell to $375.1 million from $608.1 million.
Pending Synaptics acquisition at $123.00 per share in cash, with up to $2,450.0 million of senior secured term loan commitments and an expected close in mid-2027; termination fees are $235.0 million (payable by Synaptics) and $320.0 million (payable by onsemi) in specified circumstances.
Cash and cash equivalents were $4,157.7 million at October 2, 2026, and gross long-term debt was $4,504.7 million after the $1.5 billion 2031 0% Notes issuance in May 2026.
The $804.7 million 0% Notes due 2027 are classified as current, and holders may convert them during the quarter ending December 31, 2026.
Share repurchases totaled $703.2 million for the nine months, with approximately $5.3 billion remaining under the $6.0 billion New Share Repurchase Program.

03—Questions

Frequently Asked Questions

How did revenue and profitability change in the third quarter of 2026?
Revenue was $1,722.3 million, up $171.4 million, or approximately 11%, from $1,550.9 million. Gross profit rose to $713.0 million with a 41.4% gross margin, versus 37.9% a year earlier, due to higher revenue, improved manufacturing utilization and favorable product mix. Net income attributable to the company was $313.9 million, or $0.79 per diluted share, compared with $255.0 million, or $0.63 per diluted share.
What are the key terms and risks of the proposed Synaptics acquisition?
The company agreed to pay $123.00 per Synaptics share in cash under an amended merger agreement dated October 1, 2026, and expects to close in mid-2027, subject to Synaptics stockholder approval, regulatory approvals and other conditions. The merger agreement has an End Date of June 25, 2027, extendable in certain circumstances. The filing notes risks including possible delay or non-completion, integration challenges, the need to repay Synaptics' indebtedness, and cash payments to holders of Synaptics' convertible notes after closing. The company also reports that an unsolicited proposal from Cirrus Logic led to the amended agreement.
How is the company funding its capital needs and its debt maturities?
Cash and cash equivalents were $4,157.7 million and short-term investments were $210.0 million at October 2, 2026. The company issued $1.5 billion of 0% Convertible Senior Notes due 2031 in May 2026, receiving net proceeds of $1,472.9 million. The $804.7 million of 0% Notes due 2027 are classified as current debt. For the Synaptics transaction, the company expects to use cash on hand and borrowings of up to $2,450.0 million under commitments from Morgan Stanley Senior Funding, Inc. and other banks. The company states that its resources are adequate for at least the next 12 months.
What restructuring and impairment charges affected the results?
Restructuring, asset impairments and other, net was $4.6 million for the quarter and $375.1 million for the nine months, under the 2026 Manufacturing Realignment Program. The nine-month amount includes $166.6 million of asset impairments, of which $92.3 million related to assets in South Korea and $72.4 million to assets in the Czech Republic, and $184.3 million of other charges, largely accelerated depreciation and amortization on abandoned leases. The company expects total severance costs of $26.0 million for about 650 employees, of which $24.2 million was recognized in the nine months.
How much did the company return to shareholders this period?
During the nine months ended October 2, 2026, the company repurchased approximately 9.1 million shares for an aggregate purchase price of $697.4 million, or $703.2 million including fees and excise tax. In the third quarter alone, it repurchased approximately 0.3 million shares for $19.9 million. As of October 2, 2026, approximately $5.3 billion remained authorized under the $6.0 billion New Share Repurchase Program, which runs through December 31, 2028.

04—Continue

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