ON 8-K Current Reports

Material AgreementsOther EventsExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Nov 2, 2026)

onsemi (Nasdaq: ON) reported third quarter 2026 results for the quarter ended October 2, 2026, furnished under Item 2.02 via Exhibit 99.1. Revenue was $1,722.3 million, up 11% year-over-year and 7% sequentially from $1,603.5 million. GAAP gross margin was 41.4% and non-GAAP gross margin was 41.2%. GAAP operating margin was 22.0% versus 23.2% non-GAAP. GAAP diluted EPS was $0.79 and non-GAAP diluted EPS was $0.90, compared with $0.63 in the year-ago quarter. Management said earnings per share grew more than 40% year-over-year on 11% revenue growth, and that gross margin expanded for the fifth consecutive quarter. Cash from operations was $516.4 million and free cash flow was $488.6 million. Cash and cash equivalents rose to $4,157.7 million at quarter end from $3,514.5 million at July 3, 2026. The company highlighted AI data center revenue growth of 39% sequentially and 175% year-over-year. Business developments included an agreement to acquire Ferric, which raised the AI data center 2030 revenue target by $500 million to greater than $3 billion. The filing also describes revised terms for the planned Synaptics acquisition, now about $5.7 billion in cash versus $7 billion in stock under the prior agreement. Fourth quarter 2026 guidance calls for revenue of $1,715 to $1,815 million, GAAP diluted EPS of $0.88 to $1.00, and non-GAAP diluted EPS of $0.95 to $1.07. For investors, the quarter shows strong operating leverage, with operating income of $378.3 million on a GAAP basis and total debt rising to about $4.46 billion on the balance sheet after the new debt issuance in the prior quarter. Restructuring, asset impairments and other charges fell to $4.6 million in the quarter from $41.2 million in the prior quarter. The results and guidance are presented as unaudited, and the filing points investors to the risk factors in the 2025 Form 10-K.

Nov 2, 2026 8-K

On Semiconductor 8-K Report, Material Agreement (Oct 1, 2026)

On October 1, 2026, onsemi (ON) and Synaptics Incorporated (SYNA) entered into an Amended and Restated Agreement and Plan of Merger, amending the June 25, 2026 agreement for onsemi to acquire Synaptics. The revised deal sets the merger consideration at $123 per share in cash, for an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior agreement. The filing states the transaction is expected to be immediately accretive to onsemi's non-GAAP earnings per share upon closing. The amendment followed an unsolicited competing proposal from a third party, referred to as "Party A" in onsemi's Form S-4 filed August 21, 2026. Both boards unanimously approved the amended agreement. The revised structure removes several closing conditions, including the effectiveness of the Registration Statement, Nasdaq listing approval of onsemi shares, the absence of a continuing material adverse effect on onsemi, and closing tax opinions. The merger will no longer be structured as a reorganization under Section 368 of the Internal Revenue Code, and onsemi intends to withdraw the Registration Statement. Financing is provided by a commitment letter with Morgan Stanley Senior Funding, Inc. for up to $2.45 billion of senior secured term loans, and receipt of financing is not a condition to closing. Synaptics stockholders retain appraisal rights under Delaware law, and the deal remains subject to a Synaptics stockholder vote. The press release states the transaction is still expected to close by mid-2027, subject to Synaptics stockholder approval, required regulatory approvals and other customary conditions. It notes that the FTC has approved the transaction and regulators in other jurisdictions are reviewing it. The company also cites identified incremental value opportunities beyond the previously announced $200 million of annual run-rate synergies, which are expected to be realized after the initial 18 months post-close.

Oct 1, 2026 8-K

Other Events

On Semiconductor 8-K Report, Corporate Update (Aug 13, 2026)

On August 13, 2026, ON Semiconductor Corporation ("onsemi") disclosed under Item 8.01 (Other Events) an update on its previously announced proposed merger with Synaptics Incorporated. Under the Agreement and Plan of Reorganization dated June 25, 2026, Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of onsemi. The key regulatory milestone is that the parties filed their HSR Act notifications on July 17, 2026, and on August 12, 2026, the Federal Trade Commission granted early termination of the HSR waiting period with respect to the Merger. Closing remains subject to the satisfaction or waiver of other conditions, including approval by Synaptics stockholders and certain other regulatory approvals or clearances. The parties continue to expect the Merger to close in mid-2027. The filing is largely procedural. It contains no financial results, deal consideration, or synergy figures. Its forward-looking statements flag risks including failure to obtain regulatory or stockholder approvals, litigation, integration challenges, and uncertainty as to the long-term value of onsemi's common stock. Investors will receive further detail in the Form S-4 registration statement and proxy statement/prospectus, which onsemi plans to file.

Aug 13, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Aug 3, 2026)

onsemi (Nasdaq: ON) reported second quarter 2026 results for the quarter ended July 3, 2026, in a news release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1,603.5 million, up from $1,513.3 million in the first quarter of 2026 and $1,468.7 million in the second quarter of 2025. GAAP diluted earnings per share were $0.56 (versus $(0.08) in Q1 2026 and $0.41 in Q2 2025), and non-GAAP diluted EPS was $0.74. GAAP operating margin was 16.1% and non-GAAP operating margin was 20.8%. Free cash flow was $425.4 million, compared with $217.2 million in the prior quarter and $106.1 million a year earlier. The company repurchased $332 million of shares in the quarter, and the release states that year-to-date shareholder returns were approximately 105% of free cash flow. By segment, Power Solutions Group (PSG) revenue rose to $829.0 million, Analog & Mixed-Signal Group (AMG) revenue was $545.7 million, and Intelligent Sensing Group (ISG) revenue was $228.8 million. Management stated that AI data center revenue is the fastest-growing business and now expects revenue to more than double in 2026. The company also announced a planned acquisition of Synaptics. For the third quarter of 2026, onsemi guided GAAP revenue of $1,650 to $1,750 million, GAAP gross margin of 39.9% to 41.9%, and GAAP diluted EPS of $0.79 to $0.91, with non-GAAP diluted EPS guidance of $0.81 to $0.93. The company also reported a $1,473.7 million debt issuance and borrowings during the quarter, with long-term debt rising to $3,657.3 million at July 3, 2026, and cash and cash equivalents of $3,514.5 million.

Aug 3, 2026 8-K

On Semiconductor 8-K Report, Material Agreement (Jun 25, 2026)

On June 25, 2026, ON Semiconductor Corporation (onsemi) entered into an Agreement and Plan of Reorganization with its wholly owned subsidiary Sonic Acquisition Corp. and Synaptics Incorporated. Under the agreement, Merger Sub will merge into Synaptics, which will survive as a wholly owned subsidiary of onsemi. Each Synaptics share will convert into the right to receive 1.350 shares of onsemi common stock, and Synaptics stockholders are expected to own approximately 12% of the combined company on a pro forma basis. The press release describes the deal as an all-stock transaction with a total enterprise value of approximately $7 billion and a premium of approximately 19% to the volume weighted average closing prices of both companies over the last 10 trading days. The companies expect the transaction to close in mid-2027, subject to Synaptics stockholder approval, antitrust and foreign investment approvals, Nasdaq listing approval, an effective Form S-4 registration statement and other customary conditions. The agreement includes a termination fee of $235,000,000 payable by Synaptics in specified circumstances, including to accept a Superior Proposal, and a regulatory termination fee of $320,000,000 payable by onsemi in specified circumstances, including failure to obtain certain required regulatory approvals by the End Date. The End Date is June 25, 2027, extendable in up to three three-month periods under certain circumstances. The Synaptics board may change its recommendation in response to a Superior Proposal or an Intervening Event, subject to customary match rights. At closing, one independent Synaptics director will join the onsemi board. The press release states the companies expect the transaction to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies. It also says the combination would increase onsemi's total addressable market by $30 billion to $243 billion by 2030. onsemi is reiterating its fiscal second quarter 2026 outlook from May 4, 2026, and Synaptics is reiterating its fiscal fourth quarter 2026 outlook from May 7, 2026. onsemi plans a conference call at 5:00 p.m. EDT on June 25, 2026.

Jun 25, 2026 8-K

Leadership ChangesShareholder Matters

On Semiconductor 8-K Report, Executive Changes (May 18, 2026)

onsemi held its 2026 Annual Meeting of Stockholders on May 14, 2026, where all seven director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee received substantially more votes for than against. Stockholders also approved the advisory resolution on named executive officer compensation, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved a stockholder proposal regarding simple majority voting. The filing also discloses a change in executive transition timing. Simon Keeton, former Group President, Power Solutions Group, stepped down from all officer positions effective March 9, 2026. On May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of full employment from June 30, 2026 to September 30, 2026, to support an orderly transition to his successor. The filing reports voting outcomes and an executive employment date change but does not include financial results, guidance, or other operating metrics. The proposals are described in more detail in the company's definitive proxy statement filed April 2, 2026.

May 18, 2026 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

On Semiconductor 8-K Report, Material Agreement (May 12, 2026)

On May 11, 2026, ON Semiconductor Corporation completed a private unregistered offering of $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, including the full exercise of the initial purchasers' $200 million option. The notes mature May 1, 2031, bear no regular interest, and are guaranteed by the company's U.S. subsidiaries that are borrowers or guarantors under its June 22, 2023 Credit Agreement. The company received net proceeds of approximately $1,472.9 million. It used about $331.9 million of those proceeds to repurchase approximately 3.1 million shares of common stock concurrently with pricing, and expects to use about $70.7 million (net of warrant proceeds) for the cost of the convertible note hedges, with the remainder for general corporate purposes, including repayment of outstanding indebtedness. The initial conversion rate is 6.1997 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $161.30 per share, with a maximum of 14,181,600 shares issuable on conversion. The company may pay cash up to principal on conversion and settle the excess in cash, shares, or a combination at its election. The company may redeem the notes for cash on or after May 7, 2029, if the stock trades at or above 130% of the conversion price for specified periods. Holders may require repurchase at par upon a fundamental change. In connection with pricing, the company entered into convertible note hedge transactions and sold warrants to counterparties. The warrants have an initial strike price of $211.54 per share, a premium of 100.0% over the $105.77 closing price on May 6, 2026, with a maximum of 18,599,106 shares issuable. The warrants could be dilutive to earnings per share if the market value exceeds the strike price, and the company would owe shares to the counterparties at maturity based on that excess.

May 12, 2026 8-K

On Semiconductor 8-K Report, Corporate Update (May 7, 2026)

On May 6, 2026, ON Semiconductor Corporation (Nasdaq: ON), which describes itself in the press release as onsemi, priced a private offering of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031. The notes are senior unsecured obligations guaranteed by certain subsidiaries, carry no regular interest, and mature on May 1, 2031 unless earlier repurchased, redeemed or converted. The initial purchasers have a 13-day option to buy up to an additional $200.0 million of notes. The offering is expected to close on May 11, 2026, and is being sold only to qualified institutional buyers under Rule 144A. The company expects net proceeds of approximately $1,276.4 million ($1,472.9 million if the option is exercised in full). It plans to use about $61.2 million to pay for convertible note hedge transactions, net of proceeds from the warrant transactions, and about $331.9 million to repurchase approximately 3.1 million shares of its common stock concurrently with pricing. The remainder is intended for general corporate purposes, including repayment of outstanding indebtedness. The initial conversion rate is 6.1997 shares per $1,000 principal amount, equal to a conversion price of about $161.30, a premium of approximately 52.5% over the $105.77 closing price on May 6, 2026. For investors, the key considerations are potential dilution and hedging activity. The company has entered convertible note hedges intended to reduce dilution and offset cash payments above principal, but warrant transactions with a strike of $211.54 per share could dilute shareholders if the stock price exceeds that level. Conversions will be settled in cash up to principal, with the company electing cash, shares or a combination for any excess. The company may redeem the notes for cash on or after May 7, 2029 if its stock trades at least 130% of the conversion price for specified trading-day periods. Holders may require repurchase at par upon a fundamental change. The filing references risk factors in the 2025 Form 10-K filed February 9, 2026.

May 7, 2026 8-K

On Semiconductor 8-K Report, Corporate Update (May 6, 2026)

ON Semiconductor Corporation (Nasdaq: ON), which describes itself in the release as onsemi, announced on May 6, 2026 that it intends to offer, subject to market and other conditions, $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers under Rule 144A. The initial purchasers may also buy up to an additional $200.0 million of notes within a 13-day period after the notes are first issued. The notes will be senior unsecured obligations guaranteed by certain subsidiaries, pay interest semiannually, and mature on May 1, 2031 unless earlier repurchased, redeemed or converted. The company expects to use the net proceeds to pay the cost of convertible note hedge transactions (partially offset by proceeds from warrant transactions), to repurchase up to $400.0 million of its common stock concurrently with pricing in privately negotiated transactions, and for general corporate purposes, including repaying outstanding indebtedness. Upon conversion, onsemi will pay cash up to the principal amount and may settle the excess in cash, shares, or a combination, at its election. The initial conversion rate and other terms are yet to be determined through negotiations with the initial purchasers. Investors should note the filing flags several dilution and market-price considerations: the concurrent share repurchases could affect the stock price and result in a higher effective conversion price, the warrant transactions could be dilutive above the warrant strike price, and hedge counterparty activity could influence the stock or note prices, particularly during any conversion observation period. The notes and underlying shares have not been registered under the Securities Act.

May 6, 2026 8-K

On Semiconductor 8-K Report, Financial Results (May 4, 2026)

onsemi (Nasdaq: ON) filed an 8-K on May 4, 2026, furnishing a news release (Exhibit 99.1) announcing financial results for the first quarter ended April 3, 2026. Revenue was $1,513.3 million, up from $1,445.7 million a year earlier and down from $1,530.1 million in the fourth quarter of 2025. GAAP results were weak: GAAP operating margin was (3.5)%, and GAAP diluted loss per share was ($0.08), driven by $329.3 million in restructuring, asset impairments and other charges. On a non-GAAP basis, gross margin was 38.5%, operating margin was 19.1%, and diluted EPS was $0.64. Management said operating income rose 10% year over year, outpacing revenue growth by 2x, and described the company as having moved beyond the cyclical trough. Segment results showed Power Solutions Group (PSG) revenue of $736.6 million, up 14% year over year. Analog & Mixed-Signal Group (AMG) revenue was $540.4 million, down 5% year over year, and Intelligent Sensing Group (ISG) revenue was $236.3 million, up 1% year over year. Management said AI data center revenue more than doubled year over year and grew more than 30% sequentially. Free cash flow was $217.2 million, and share repurchases totaled $346 million, or approximately 160% of free cash flow as stated in the release. For the second quarter of 2026, onsemi guided to revenue of $1,535 million to $1,635 million, a non-GAAP gross margin of 38.0% to 40.0%, and non-GAAP diluted EPS of $0.65 to $0.77. GAAP diluted EPS guidance is $0.60 to $0.72. The company also said it will hold a conference call at 5 p.m. ET on May 4, 2026.

May 4, 2026 8-K

On Semiconductor 8-K Report, Executive Changes (Mar 11, 2026)

ON Semiconductor Corporation (ON), in this Current Report on Form 8-K filed March 11, 2026, discloses under Item 5.02 that Simon Keeton, Group President, Power Solutions Group, will resign from all employment positions at onsemi effective June 30, 2026. The agreement was reached on March 9, 2026. Mr. Keeton steps down from all officer positions immediately but has agreed to remain with the company through June 30, 2026 to support an orderly transition to a new head of the Power Solutions Group. The filing is a leadership-transition notice rather than a financial disclosure. It contains no financial results, guidance, or dollar figures. For investors, the key facts are the timing of the departure, the transition period, and the fact that the Power Solutions Group will need a new leader. The filing does not name a successor or describe the reasons for the resignation. Mr. Keeton joined onsemi in July 2007 and has served as Group President of the Power Solutions Group since February 2024. The staggered timing, with an immediate step-down from officer roles and continued employment through June 30, 2026, suggests the company is planning a managed handover rather than an abrupt exit.

Mar 11, 2026 8-K

On Semiconductor 8-K Report, Financial Results (Feb 9, 2026)

onsemi (Nasdaq: ON) reported fourth-quarter and full-year 2025 results on February 9, 2026. Fourth-quarter revenue was $1,530.1 million, down from $1,550.9 million in Q3 2025 and $1,722.5 million in Q4 2024. GAAP gross margin was 36.0% and non-GAAP gross margin was 38.2%. GAAP diluted EPS was $0.45 and non-GAAP diluted EPS was $0.64. For the full year 2025, revenue was $5,995.4 million, down from $7,082.3 million in 2024, and GAAP net income attributable to the company was $121.0 million, compared with $1,572.8 million in 2024. Full-year restructuring, asset impairments and other charges were $666.9 million, a major driver of the sharp GAAP decline. Cash generation remained solid. Full-year 2025 cash from operations was $1,759.8 million and free cash flow was $1,418.6 million, which the company described as a record free cash flow margin of 24%. Management stated that it returned 100% of 2025 free cash flow to shareholders through share repurchases, which totaled $1,377.6 million for the year. The company also announced a new share repurchase program of up to $6 billion over three years. Total debt declined in the quarter, with long-term debt falling to $2,980.5 million from $3,353.1 million at the end of Q3, after a $375.0 million debt repayment. For the first quarter of 2026, the company guided to revenue of $1,435 million to $1,535 million, a non-GAAP gross margin of 37.5% to 39.5%, and non-GAAP diluted EPS of $0.56 to $0.66. Management said it saw increasing signs of stabilization in its key markets and expects its cost actions to create greater operating leverage.

Feb 9, 2026 8-K

Financial Events

On Semiconductor 8-K Report, Material Impairment (Nov 17, 2025)

ON Semiconductor Corporation (onsemi) filed this Form 8-K under Item 2.06 (Material Impairments) on November 17, 2025. The Company states that on November 13, 2025, management approved the recognition of additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million. The charges relate to long-lived assets tied to investments in manufacturing assets at certain onsemi manufacturing facilities, and they follow the restructuring and cost reduction initiatives announced in the first quarter of 2025 to realign manufacturing capacity and capabilities with anticipated long-term needs. Management estimates that these charges will reduce recurring depreciation expense by between $10 million and $15 million in 2026. The Company does not expect the charges, most of which will be incurred through the first two quarters of 2026, to result in material future cash expenditures. The charges are measured as the difference between the carrying values of the assets and their estimated fair values, less anticipated costs to sell. The filing cautions that the timing of disposition, fair values, disposal costs, impairment amounts and depreciation effects may differ from current expectations, and that such differences may be material. Investors should weigh these estimates against the risks described in the Company's 2024 Form 10-K and other SEC reports.

Nov 17, 2025 8-K

On Semiconductor 8-K Report, Executive Changes (Nov 5, 2025)

ON Semiconductor Corporation disclosed in this Form 8-K, filed November 5, 2025, a board leadership transition. Alan Campbell, who currently serves as chair of the Board, gave notice on November 4, 2025 of his intent to retire from the Board and its committees, effective at the end of his current term, which expires immediately prior to the 2026 annual meeting of stockholders. That meeting is currently scheduled for May 14, 2026. Mr. Campbell told the Company his decision was not the result of any disagreement with the Company on matters relating to its operations, policies or practices. Mr. Campbell will continue as chair until his retirement. To ensure continuity of Board leadership through and after the 2026 Annual Meeting, the Board has appointed Thomas L. Deitrich to succeed him as chair, assuming Mr. Deitrich's renomination and reelection. The Company and the Board thanked Mr. Campbell for his years of service and board leadership. The filing is limited to this governance change under Item 5.02 and contains no financial results, guidance or operational updates. For investors, the key takeaways are the orderly, planned nature of the transition and the dependence of Mr. Deitrich's chair appointment on his renomination and reelection at the 2026 annual meeting.

Nov 5, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Nov 3, 2025)

onsemi (Nasdaq: ON), filed as ON Semiconductor Corporation, reported third quarter 2025 results for the quarter ended October 3, 2025, in a news release furnished under Item 2.02 of this Form 8-K. Revenue was $1,550.9 million, up from $1,468.7 million in the second quarter of 2025 but down from $1,761.9 million in the third quarter of 2024. GAAP gross margin was 37.9% and GAAP operating margin was 17.0%, compared with 37.6% and 13.2% in the prior quarter. GAAP diluted earnings per share were $0.63, versus $0.41 in the second quarter of 2025 and $0.93 in the third quarter of 2024. CEO Hassane El-Khoury said results exceeded expectations and cited continued signs of stabilization in core markets and positive growth in AI. Cash flow was strong in the quarter. Net cash provided by operating activities was $418.7 million and free cash flow was $372.4 million, which the company said grew 22% year-over-year to 24% of revenue. Year-to-date share repurchases totaled $925 million, approximately 100% of free cash flow. Cash and cash equivalents were $2,472.5 million at October 3, 2025, against long-term debt of $3,353.1 million. For the nine months ended October 3, 2025, the company reported a GAAP net loss attributable to ON Semiconductor Corporation of $60.8 million, driven by $608.1 million of restructuring, asset impairments and other charges. For the fourth quarter of 2025, onsemi guided to revenue of $1,480 million to $1,580 million, a GAAP gross margin of 36.9% to 38.9%, and GAAP diluted EPS of $0.56 to $0.66 on about 405 million diluted shares. The company also disclosed a non-GAAP effective tax rate of 16% through 2025, moving to 15% beginning in 2026.

Nov 3, 2025 8-K

On Semiconductor 8-K Report, Material Agreement (Sep 23, 2025)

On September 23, 2025, onsemi's subsidiary Semiconductor Components Industries, LLC (SCI LLC) entered into a Master Framework Agreement with Ningbo Aura Semiconductor Co., Ltd. and four related Aura Entities to purchase certain assets and obtain an intellectual property license for Vcore power management components and systems. Total consideration is a maximum of $144 million, subject to customary purchase price adjustments. Of this, $72 million is tied to delivery and acceptance of specified products, and the remaining $72 million is contingent on achieving certain revenue milestones. The amount paid at closing depends on the number of products delivered and accepted at closing. The agreement includes a Support Services Agreement under which certain Aura Entities will provide services to facilitate the license and orderly asset transfer. Both SCI LLC and the Aura Entities are subject to restrictive covenants through December 31, 2030, and the agreement may be terminated under certain circumstances. The Aura Entities' obligations are jointly and severally guaranteed by certain individuals and affiliates. Completion is subject to customary closing conditions. In its press release, onsemi stated the transaction is intended to strengthen its AI data center power portfolio, addressing the power tree from grid to core. The company expects minimal impact to GAAP and non-GAAP earnings per share in the first fiscal year following close and accretion thereafter, with closing expected in the fourth quarter of 2025.

Sep 23, 2025 8-K

On Semiconductor 8-K Report, Financial Results (Aug 4, 2025)

onsemi (Nasdaq: ON), filing under the name ON Semiconductor Corporation, furnished this Form 8-K under Item 2.02 to publish its second quarter 2025 results for the quarter ended July 4, 2025, via a news release attached as Exhibit 99.1. Revenue was $1,468.7 million, compared with $1,445.7 million in the first quarter of 2025 and $1,735.2 million in the second quarter of 2024. GAAP gross margin was 37.6% and non-GAAP gross margin was also 37.6%. GAAP operating margin was 13.2% and non-GAAP operating margin was 17.3%. GAAP diluted EPS was $0.41 and non-GAAP diluted EPS was $0.53, compared with GAAP diluted loss per share of $1.15 in the first quarter, which reflected restructuring, asset impairment and related charges. Cash flow was $184.3 million from operations and free cash flow was $106.1 million in the quarter. Management stated that the company returned over 100% of year-to-date free cash flow through share repurchases, and repurchases of common stock were $302.3 million in the quarter and $602.4 million for the six months. Cash and cash equivalents were $2,526.7 million at July 4, 2025, and long-term debt was $3,350.7 million. CEO Hassane El-Khoury said the company is beginning to see signs of stabilization across its end markets. For the third quarter of 2025, onsemi guided to revenue of $1,465 million to $1,565 million, GAAP gross margin of 36.4% to 38.4%, and GAAP diluted EPS of $0.51 to $0.61, or $0.54 to $0.64 on a non-GAAP basis, on 410 million diluted shares. The filing states that the information is furnished and not deemed filed under Section 18 of the Exchange Act.

Aug 4, 2025 8-K

Shareholder Matters

On Semiconductor 8-K Report, Shareholder Vote Results (May 21, 2025)

ON Semiconductor Corporation held its 2025 Annual Meeting of Stockholders on May 15, 2025. Stockholders voted on three proposals, which the company says are described in detail in its definitive proxy statement filed with the SEC on April 3, 2025. The filing reports the vote results for each proposal but does not describe any changes to the board, compensation programs, or auditor relationship beyond the votes themselves. Stockholders elected all eight director nominees to one-year terms expiring at the 2026 annual meeting. Each nominee received substantially more votes for than against. Paul A. Mascarenas received the lowest level of support, with 325,650,007 votes for and 30,687,295 against. Christine Y. Yan received 344,372,507 votes for and 12,432,339 against. Hassane El-Khoury and Bruce E. Kiddoo had the highest support, with 355,780,084 and 356,002,559 votes for, respectively. Stockholders approved, on an advisory and non-binding basis, the compensation of the company's named executive officers, with 307,108,359 votes for, 48,735,778 against, and 1,151,065 abstentions. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 356,693,947 votes for, 23,777,624 against, and 213,199 abstentions. For investors, the most notable result is the say-on-pay vote, where the against count was substantially higher than in the director and auditor votes.

May 21, 2025 8-K

On Semiconductor 8-K Report, Financial Results (May 5, 2025)

onsemi (Nasdaq: ON) reported first quarter 2025 results for the quarter ended April 4, 2025, with revenue of $1,445.7 million, down from $1,722.5 million in the fourth quarter of 2024 and $1,862.7 million in the first quarter of 2024. GAAP gross margin was 20.3% and non-GAAP gross margin was 40.0%. GAAP operating margin was (39.7)% and non-GAAP operating margin was 18.3%. GAAP diluted loss per share was $(1.15), compared with non-GAAP diluted earnings per share of $0.55. The GAAP results include $539.3 million of restructuring, asset impairments and other charges, net, and $283.4 million of restructuring-related inventory and other charges in cost of revenue. Cash flow was a relative bright spot. Net cash provided by operating activities was $602.3 million and free cash flow was $454.7 million, which the company describes as 31% of revenue. Management states that the company returned 66% of first quarter free cash flow to stockholders through share repurchases, with $300.1 million of common stock repurchased during the quarter. Revenue by segment was PSG $645.1 million, AMG $566.4 million and ISG $234.2 million. Cash and cash equivalents were $2,762.5 million at quarter end, against long-term debt of $3,348.3 million. For the second quarter of 2025, the company projects revenue of $1,400 million to $1,500 million, non-GAAP gross margin of 36.5% to 38.5%, and non-GAAP diluted EPS of $0.48 to $0.58. The filing furnishes the earnings release under Item 2.02, so it is not deemed filed under Section 18 of the Exchange Act.

May 5, 2025 8-K

Financial Events

On Semiconductor 8-K Report, Material Impairment (Mar 18, 2025)

ON Semiconductor Corporation (onsemi) reported in this Form 8-K, filed March 18, 2025 under Item 2.06 (Material Impairments), that management approved on March 17, 2025 the recognition of pre-tax non-cash impairment charges of between $600 million and $700 million. The charges relate to long-lived assets, specifically investments in manufacturing equipment at certain onsemi manufacturing facilities, and are being recorded under held-for-sale accounting guidance. The action is part of the restructuring plan and cost reduction initiatives previously announced on February 24, 2025. The company states that the actions are based on an evaluation of its current manufacturing technologies and capabilities, with the goal of realigning internal manufacturing capacity and capabilities with its anticipated long-term needs. Management estimates the charges will reduce depreciation expense by between $30 million and $35 million in 2025. The company does not expect these charges, most of which will be incurred in the first two quarters of 2025, to result in material future cash expenditures. The filing cautions that the timing of disposition, fair values, disposal costs, the resulting impairment charges and the depreciation impact may differ from current expectations, and such differences may be material. Investors should weigh these estimates against the risks described in the company's 2024 Annual Report on Form 10-K filed February 10, 2025.

Mar 18, 2025 8-K

On Semiconductor 8-K Report, Corporate Update (Mar 6, 2025)

On March 5, 2025, onsemi (NASDAQ: ON) publicly disclosed a proposal to acquire all outstanding common stock of Allegro MicroSystems, Inc. (NASDAQ: ALGM) for $35.10 per share in cash. The proposal implies an enterprise value of $6.9 billion on a fully diluted basis and represents a 57% premium to Allegro's closing share price on February 28, 2025, the last trading day before media reports of onsemi's interest. The February 12, 2025 proposal improved on an initial $34.50 per share proposal submitted September 2, 2024. onsemi states it has made repeated attempts since September 2024 to begin constructive discussions and that it would have preferred a private agreement, but chose to make the proposal public. The company says it does not anticipate financing contingencies and intends to fund the transaction with a combination of committed financing, cash on hand, and funds available under its existing revolving credit facility. The filing describes the proposal as unsolicited in substance, since onsemi urges the Allegro Board to engage in good-faith discussions, but it does not state whether Allegro has responded. The filing is a proposal disclosure only; no definitive agreement has been signed. Completion is subject to risks the filing lists, including failure to reach a definitive agreement, regulatory or shareholder approvals, possible dilution to onsemi's earnings per share, transaction costs that may exceed estimates, and integration risks. Investors should monitor whether Allegro's board engages with onsemi and whether a definitive agreement follows.

Mar 6, 2025 8-K

Financial Events

On Semiconductor 8-K Report, Exit or Disposal Costs (Feb 25, 2025)

ON Semiconductor Corporation (onsemi) reported in this Form 8-K, filed February 25, 2025, that on February 24, 2025 it initiated a company-wide restructuring plan affecting all business groups, including its worldwide manufacturing organization. The plan consists of cost reduction initiatives intended to align spending with current business trends while enabling continued progress toward the company's long-term financial operating model. Under the plan, onsemi intends to reduce its global workforce by approximately 2,400 employees, with the reduction expected to be completed during 2025, subject to applicable local laws and regulations. The company estimates it will incur between $50 million and $60 million in employment-related charges, mainly one-time cash payments for severance, benefits, payroll taxes and other ancillary items, with the majority expected to be recorded in calendar year 2025. Once completed, the reductions are estimated to generate annualized savings of $105 million to $115 million. The filing cautions that these savings and charge estimates are subject to assumptions and may differ materially, and that additional costs not currently contemplated may arise. Investors should weigh the near-term charges against the projected annualized savings and monitor execution of the reduction in force.

Feb 25, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Feb 10, 2025)

onsemi (Nasdaq: ON) reported results for the fourth quarter and fiscal year ended December 31, 2024 in a news release furnished as Exhibit 99.1 to this Form 8-K, dated February 10, 2025. Fourth-quarter revenue was $1,722.5 million, down from $1,761.9 million in Q3 2024 and $2,018.1 million in Q4 2023. Fourth-quarter GAAP diluted earnings per share were $0.88 and non-GAAP diluted EPS were $0.95, compared with $0.93 GAAP and $0.99 non-GAAP in the prior quarter. GAAP gross margin was 45.2% and non-GAAP gross margin was 45.3%. For full year 2024, revenue was $7,082.3 million versus $8,253.0 million in 2023, and GAAP diluted EPS was $3.63 versus $4.89 a year earlier. The company said it returned 54% of 2024 free cash flow through share repurchases, and full-year 2024 free cash flow was $1.2 billion, a 3X increase year-over-year. CEO Hassane El-Khoury said the company continues to navigate a market downturn and that 2025 remains uncertain, while the company remains committed to its long-term strategy, maintaining financial discipline, streamlining operations and delivering intelligent power and sensing solutions. Full-year 2024 repurchases of common stock totaled $654.1 million in the cash flow statement. Balance sheet cash and cash equivalents were $2,691.3 million at December 31, 2024, and long-term debt rose to $3,345.9 million from $2,547.2 million at September 27, 2024, while current portion of long-term debt went to zero from $796.4 million. For the first quarter of 2025, onsemi guided to revenue of $1,350 million to $1,450 million, non-GAAP gross margin of 39.0% to 41.0%, and non-GAAP diluted EPS of $0.45 to $0.55, with GAAP diluted EPS of $0.42 to $0.52. The company also disclosed that it expects 2025 to remain uncertain and will hold a conference call at 9 a.m. Eastern Time on February 10, 2025.

Feb 10, 2025 8-K

On Semiconductor 8-K Report, Material Agreement (Dec 10, 2024)

On December 9, 2024, onsemi (ON Semiconductor Corporation) and its wholly-owned subsidiary Semiconductor Components Industries, LLC entered into a Stock Purchase Agreement with Qorvo US, Inc. to acquire Qorvo's Silicon Carbide Junction Field-Effect Transistor (SiC JFET) technology business, including United Silicon Carbide, Inc. and Qorvo Philippines Silicon Carbide, Inc. The base purchase price is $115 million in cash, subject to customary purchase price adjustments. Closing is subject to customary conditions, including completion of certain pre-closing transactions and retention of certain key employees, and is expected in the first quarter of 2025. Either party may terminate if the transaction has not closed by April 9, 2025. According to the company's press release, the acquisition is intended to complement onsemi's EliteSiC power portfolio and address high energy efficiency and power density needs in AC-DC power supply units for AI data centers, as well as emerging markets such as EV battery disconnects and solid-state circuit breakers. The investor presentation states the deal is expected to expand onsemi's market opportunity by $1.3 billion by 2030, with minimal capital expenditure needs because most manufacturing infrastructure is in place. It also states the deal is expected to be mildly dilutive in the first year and neutral in the second year, and that approximately 50 employees, mostly based in the U.S., are expected to join onsemi. The filing notes that the transaction is furnished under Item 7.01 and that the agreement's representations and warranties were made for risk allocation between the parties rather than as statements of fact to investors.

Dec 10, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Oct 28, 2024)

ON Semiconductor Corporation, now onsemi, reported third-quarter 2024 results for the quarter ended September 27, 2024 in a news release furnished as Exhibit 99.1. Revenue was $1,761.9 million, up from $1,735.2 million in the prior quarter (Q2 2024) and down from $2,180.8 million in Q3 2023. GAAP gross margin was 45.4 percent and non-GAAP gross margin was 45.5 percent. GAAP operating margin was 25.3 percent and non-GAAP operating margin was 28.2 percent. GAAP diluted earnings per share were $0.93 and non-GAAP diluted earnings per share were $0.99. Net income attributable to ON Semiconductor Corporation was $401.7 million on a GAAP basis and $423.8 million on a non-GAAP basis. Free cash flow was $293.6 million for the quarter, and the company returned 75 percent of free cash flow over the last twelve months to shareholders through stock repurchases. Chief Executive Officer Hassane El-Khoury said results were above expectations and that the company is investing across the power spectrum to gain share in automotive, industrial, and AI data center markets. For the fourth quarter of 2024, the company guided to GAAP revenue of $1,710 million to $1,810 million, with non-GAAP revenue in the same range. GAAP diluted earnings per share are projected at $0.88 to $1.00, and non-GAAP diluted earnings per share at $0.92 to $1.04. Non-GAAP gross margin is projected at 44.0 percent to 46.0 percent. Non-GAAP operating expenses are projected at $300 million to $315 million. Segment revenue for the quarter was PSG $829.4 million, AMG $653.7 million, and ISG $278.8 million. At September 27, 2024, cash and cash equivalents were $2,470.2 million and long-term debt was $2,547.2 million. The filing states the Exhibit 99.1 information is furnished, not filed, under Section 18 of the Exchange Act.

Oct 28, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Oct 3, 2024)

ON Semiconductor Corporation filed this Current Report on Form 8-K under Item 5.02 to disclose that Atsushi Abe, a member of the Board of Directors, gave notice on October 1, 2024 of his intent to resign from the Board and its committees, effective October 11, 2024. The filing states that Mr. Abe's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company and the Board thanked Mr. Abe for his valuable insights and significant contributions during his thirteen years of Board service. The filing does not disclose any replacement director, committee reassignments, or any financial results, so the event is limited to a board departure. For investors, this is a routine governance change with no reported disagreement, and the filing contains no financial figures or operational guidance.

Oct 3, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Jul 29, 2024)

onsemi (Nasdaq: ON), filing under the name ON Semiconductor Corporation, reported second quarter 2024 results in a news release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1,735.2 million, down from $1,862.7 million in the first quarter of 2024 and $2,094.4 million in the second quarter of 2023. GAAP gross margin was 45.2% and non-GAAP gross margin was 45.3%. GAAP operating margin was 22.4% versus 27.5% on a non-GAAP basis, and GAAP diluted earnings per share was $0.78 compared with non-GAAP diluted EPS of $0.96. GAAP operating income of $388.5 million included $72.5 million of restructuring, asset impairments and other charges, net, in the quarter. Cash generation improved relative to the prior quarter and year-ago period. Net cash provided by operating activities was $362.2 million, and free cash flow was $207.7 million, compared with negative free cash flow of $(39.8) million in the second quarter of 2023. The company repurchased $150.0 million of common stock in the quarter and stated it returned approximately $650 million of free cash flow over the last twelve months to shareholders through stock repurchases. Cash and cash equivalents were $2,231.0 million at June 28, 2024, and short-term investments were $450.0 million. For the third quarter of 2024, the company guided to revenue of $1,700 million to $1,800 million, a non-GAAP gross margin of 44.4% to 46.4%, non-GAAP operating expenses of $305 million to $320 million, and non-GAAP diluted EPS of $0.91 to $1.03. Management highlighted the recent supply agreement with Volkswagen Group and continued ramp of silicon carbide production with automotive OEMs.

Jul 29, 2024 8-K

Other Events

On Semiconductor 8-K Report, Corporate Update (Jun 13, 2024)

ON Semiconductor Corporation (onsemi) filed this Form 8-K on June 13, 2024 under Item 8.01 (Other Events) to disclose actions taken in furtherance of its previously announced "Fab Right" strategy to optimize its manufacturing network, along with broader efforts to consolidate its global corporate footprint. The company intends to consolidate nine sites and reduce its current global workforce by approximately 1,000 employees. An additional 300 employees will be reassigned or asked to relocate to another onsemi site. The company expects to complete this process during 2025, subject to applicable local law and regulations. onsemi estimates it will incur between $65 million and $80 million in employment-related charges across 2024 and 2025, covering one-time cash payments for severance, benefits expenses, payroll taxes and other ancillary charges. The majority of these charges are expected to be recorded during calendar year 2024. The company plans to reinvest a substantial portion of the savings into its continuing workforce and certain business initiatives, so the actions may not result in a material reduction in future operating expenses. For investors, the key takeaways are the scale of the restructuring (nine sites and roughly 1,000 job reductions), the cost range of $65 million to $80 million, and management's indication that savings may be largely reinvested rather than flowing to the bottom line. The filing also includes standard cautionary forward-looking statements and references the company's 2023 Form 10-K filed February 5, 2024.

Jun 13, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (May 22, 2024)

ON Semiconductor Corporation (ON) filed this Form 8-K on May 22, 2024 to report three items: a new Nonqualified Deferred Compensation Plan for senior officers, and the results of its 2024 Annual Meeting of Stockholders held May 16, 2024. The Board approved the Plan on May 17, 2024, effective July 1, 2024. Under the Plan, senior onsemi officers, including all named executive officers, may voluntarily defer part of their annual cash compensation. For compensation earned July 1 through December 31, 2024, participants may defer up to 40% of any 2024 short-term incentive (STI) award. For future years, participants may defer up to 80% of base salary and up to 80% of any STI award. The Company does not presently intend to make discretionary or employer matching contributions, and the Plan obligations will be general unsecured obligations of the Company. At the Annual Meeting, stockholders elected all ten director nominees to one-year terms expiring at the 2025 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 336,152,956 votes for and 28,994,656 against. They ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 366,050,496 votes for and 21,677,485 against. For investors, the filing is mainly governance-related. The deferred compensation plan gives executives an additional voluntary savings vehicle funded from their own pay, and the shareholder votes show broad support for management's proposals, with the director election and say-on-pay results both reported in the filing.

May 22, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Apr 29, 2024)

onsemi (filed as ON Semiconductor Corporation, Nasdaq: ON) reported first-quarter 2024 results for the quarter ended March 29, 2024, furnished under Item 2.02 in Exhibit 99.1. Revenue was $1,862.7 million, down from $2,018.1 million in the fourth quarter of 2023 and $1,959.7 million in the first quarter of 2023. GAAP gross margin was 45.8 percent and non-GAAP gross margin was 45.9 percent. GAAP operating margin was 28.2 percent and non-GAAP operating margin was 29.0 percent. GAAP diluted EPS was $1.04 and non-GAAP diluted EPS was $1.08. Management said it returned approximately 100% of free cash flow over the last twelve months to shareholders through stock repurchases, and that free cash flow for the quarter was $276.3 million, compared with $87.4 million in the first quarter of 2023. By segment, Power Solutions Group (PSG) revenue was $874.2 million, Analog and Mixed-Signal Group (AMG) was $697.0 million, and Intelligent Sensing Group (ISG) was $291.5 million. The company stated that it reorganized certain reporting units and its segment structure in the quarter, and prior-period amounts were reclassified. Cash and cash equivalents were $2,614.4 million at quarter end, and long-term debt was $2,544.1 million. Repurchases of common stock were $100.0 million in the quarter. For the second quarter of 2024, the company guided GAAP revenue of $1,680 million to $1,780 million, GAAP gross margin of 44.1% to 46.1%, and GAAP diluted EPS of $0.82 to $0.94, or $0.86 to $0.98 on a non-GAAP basis. The guidance is subject to the forward-looking risks described in the 2023 Form 10-K.

Apr 29, 2024 8-K

Leadership ChangesExhibits & Filings

On Semiconductor 8-K Report, Corporate Update (Apr 2, 2024)

ON Semiconductor Corporation (Nasdaq: ON) disclosed in a Current Report on Form 8-K filed April 2, 2024 that it has received notice of an unsolicited "mini-tender" offer from TRC Capital Investment Corporation to purchase up to 1,500,000 shares of its common stock at $70.75 per share. The filing states that this price is approximately 4.4% below the $74.04 closing share price on March 19, 2024, the trading day immediately prior to the offer date, and that the shares sought represent approximately 0.35% of outstanding common stock. The company does not endorse the offer and, through a press release filed as Exhibit 99.1, recommends that stockholders not tender their shares. Stockholders who have already tendered may withdraw them at any time before the offer expires, which is scheduled for 12:01 a.m. New York City time on April 19, 2024, though TRC Capital may extend the offer at its discretion. ON states it is not affiliated with TRC Capital, its offer, or its offer documentation. For investors, the filing is a shareholder-protection notice rather than a corporate transaction. It involves no company action, no change to share capital, and no financial results. The press release notes that mini-tender offers, which seek less than 5% of outstanding shares, fall outside many SEC disclosure and procedural requirements, and that the SEC has cautioned investors about below-market offers.

Apr 2, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Mar 4, 2024)

ON Semiconductor Corporation's Form 8-K filed March 4, 2024 reports an executive compensation arrangement rather than financial results. Effective February 28, 2024, its subsidiary Semiconductor Components Industries, LLC (SCILLC) entered into its standard Executive Vice President/Group President employment agreement with Simon Keeton, Group President and General Manager of the Power Solutions Group. The agreement replaces his prior agreement dated January 1, 2019, has no specified term of years, and sets an annual base salary of $600,000 and an annual target bonus of 100% of base salary, both subject to review by the Human Capital and Compensation Committee of the board. Severance terms are set out in the filing. On a termination without cause or resignation for good reason, Mr. Keeton would receive one year of base salary continuation, one times his target annual bonus, pro-rata vesting of outstanding performance-based restricted stock units, two years of employer-paid COBRA coverage, and outplacement assistance up to $25,000. If such a termination occurs within two years after a change in control, the payments increase to 1.2 times base salary and 1.2 times target bonus, with full vesting of performance-based and time-based restricted stock units. The agreement includes a "best net" provision for Section 280G excise tax, and payments are made without tax gross-ups. Severance is conditioned on a general release and on compliance with non-solicitation (two years), non-competition (one year), and confidentiality covenants. The filing is limited to this executive agreement. It lists the form of employment agreement as Exhibit 10.1 and the cover page interactive data file as Exhibit 104.

Mar 4, 2024 8-K/A

On Semiconductor 8-K/A Report, Executive Changes (Feb 26, 2024)

ON Semiconductor Corporation filed this Amendment No. 1 to Current Report on Form 8-K/A to supplement Item 5.02 of its Original Form 8-K filed on August 23, 2023. The amendment adds information about board committee assignments and does not report any new financial results, transactions, or operational developments. As previously reported, Christina Lampe-Önnerud was appointed by the Board of Directors as a new non-employee director effective September 1, 2023. On February 21, 2024, the Board appointed Ms. Lampe-Önnerud to serve as a member of its Audit Committee. For investors, the filing is governance-related and limited in scope. The key update is the addition of a director to the Audit Committee, which is a routine board composition change and carries no stated financial impact in the filing.

Feb 26, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Feb 6, 2024)

ON Semiconductor Corporation filed this Form 8-K on February 6, 2024 to report a single executive departure. The filing discloses that Ross Jatou, Senior Vice President and General Manager of the Intelligent Sensing Group, notified the company of his resignation from all positions with the Company and its affiliates, effective on or about February 22, 2024. He stated that he intends to pursue other employment opportunities and that the resignation is not due to any disagreements with the company. The filing contains no financial results, guidance, or transaction disclosures. Its only substantive item is Item 5.02, which covers the departure of a certain officer and related compensatory matters, and it does not describe any replacement, interim arrangement, or compensation terms. For investors, the event is limited in scope on the face of the filing. It concerns the departure of a senior business-unit leader from the Intelligent Sensing Group, with the stated reason being new employment opportunities rather than a dispute with the company.

Feb 6, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Feb 5, 2024)

ON Semiconductor Corporation (now onsemi, Nasdaq: ON) furnished its fourth-quarter and full-year 2023 results in Exhibit 99.1, a news release dated February 5, 2024. Fourth-quarter revenue was $2,018.1 million, down (7)% sequentially from $2,180.8 million in Q3 2023 and down (4)% year-over-year from $2,103.6 million. GAAP gross margin was 46.7% and GAAP operating margin was 30.3%, versus 31.6% on a non-GAAP basis. GAAP diluted EPS was $1.28 and non-GAAP diluted EPS was $1.25. For fiscal 2023, revenue was $8,253.0 million, down (1)% from $8,326.2 million, while GAAP diluted EPS was $4.89 and non-GAAP diluted EPS was $5.16. Management highlighted record full-year automotive revenue of $4.3 billion, up 29% year-over-year, and silicon carbide revenue that grew 4x year-over-year. By segment, Power Solutions Group (PSG) revenue rose 6% for the year, Analog and Silicon Group (ASG) fell (12)%, and Intelligent Sensing Group (ISG) rose 3%. Full-year 2023 operating cash flow was $1,977.5 million and free cash flow was $401.9 million, while purchases of property, plant and equipment were $1,575.6 million. The company repurchased $564 million of stock in 2023, which the release describes as 140% of free cash flow. For the first quarter of 2024, the company guided to revenue of $1,800 million to $1,900 million, GAAP diluted EPS of $0.94 to $1.06, and non-GAAP diluted EPS of $0.98 to $1.10. The release also refers to a new share repurchase program, which is mentioned in the forward-looking statements section.

Feb 5, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Oct 30, 2023)

onsemi (filed as ON Semiconductor Corporation, Nasdaq: ON) furnished an 8-K on October 30, 2023 under Item 2.02 containing its news release for the third quarter ended September 29, 2023. The release reports revenue of $2,180.8 million, up 4% sequentially from $2,094.4 million in Q2 2023 and down 1% year-over-year from $2,192.6 million in Q3 2022. GAAP gross margin was 47.3 percent and GAAP operating margin was 31.5 percent, compared with non-GAAP operating margin of 32.6 percent. GAAP diluted earnings per share were $1.29 and non-GAAP diluted EPS were $1.39. Automotive (ASG) revenue was $621.6 million, while Power Solutions Group (PSG) revenue reached $1,230.6 million, with the release describing automotive as a record at $1.2 billion. Industrial (ISG) revenue was $328.6 million. Cash flow was mixed. Net cash provided by operating activities was $566.6 million in the quarter, but purchases of PP&E were $433.0 million, leaving free cash flow of $133.6 million, compared with $731.3 million in the year-earlier quarter. Cash and cash equivalents rose to $2,679.2 million at quarter end, and total debt on the balance sheet (current and long-term) was roughly $3.45 billion based on the reported line items. Inventories increased to $2,084.8 million from $1,964.4 million in the prior quarter. The company also reported a $99.8 million cash tax payment in the quarter and repurchased $100.0 million of common stock. For the fourth quarter of 2023, management guided revenue to $1,950 million to $2,050 million, GAAP gross margin of 45.4% to 47.4%, and GAAP diluted EPS of $1.10 to $1.24, with non-GAAP diluted EPS of $1.13 to $1.27. The company stated that the expansion of its silicon carbide fab in South Korea for 150 and 200 millimeter wafers has been completed, and CEO Hassane El-Khoury described the quarter as showing resilience amid market softness.

Oct 30, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

On Semiconductor 8-K Report, Executive Changes (Sep 14, 2023)

ON Semiconductor Corporation filed this Form 8-K on September 14, 2023 under Item 5.02 to disclose a senior leadership transition in its finance organization. Bernard R. Colpitts, Jr., Senior Vice President and Chief Accounting Officer, notified the Company on September 11, 2023 of his intent to resign from all positions with the Company and its affiliates on or about November 1, 2023. The filing states that he will depart following the Company's filing of its Form 10-Q for the quarter ending September 29, 2023, that he intends to pursue other opportunities, and that his resignation is not due to any disagreements with the Company, including on accounting and financial reporting policies and practices. Effective with Mr. Colpitts' departure, Thad Trent, Executive Vice President, Chief Financial Officer, and Treasurer since February 2021, will also assume the role of principal accounting officer. Because Mr. Colpitts served as the Company's principal accounting officer, this consolidates the principal accounting officer responsibilities with the CFO role. For investors, the filing's key points are the timing of the departure relative to the upcoming quarterly report and the explicit statement that the resignation is not related to any disagreements on accounting or reporting matters. The filing does not state a successor Chief Accounting Officer or any other financial terms of the transition.

Sep 14, 2023 8-K

On Semiconductor 8-K Report, Executive Changes (Aug 23, 2023)

On August 18, 2023, the Board of Directors of ON Semiconductor Corporation appointed Christina Lampe-Önnerud as a director, effective September 1, 2023. Her term runs until the 2024 annual meeting of stockholders, and the Board intends to have stockholders vote on her continued service at that meeting. The Board has not yet determined her committee appointments. She will receive the standard non-employee director compensation and benefits package described in the company's April 6, 2023 proxy statement, and the company will enter into an indemnification agreement with her in substantially the same form as those with other directors. The filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K, and no arrangements or understandings tied to her appointment beyond those in this report. The appointment was announced in a news release dated August 23, 2023, furnished as Exhibit 99.1. The release describes Lampe-Önnerud as a founder and business leader who has served as chief executive officer of two companies and is an expert in energy storage. It notes she holds more than 80 patents, has over 25 technical publications, and is a two-time World Economic Forum Technology Pioneer. Chair Alan Campbell said her battery and energy storage experience aligns with the company's strategic priorities in the automotive and industrial end-markets.

Aug 23, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

On Semiconductor 8-K Report, Financial Results (Jul 31, 2023)

ON Semiconductor Corporation (now onsemi, Nasdaq: ON) furnished an 8-K on July 31, 2023 under Item 2.02 containing its news release on second quarter 2023 results for the quarter ended June 30, 2023. Revenue was $2,094.4 million, flat year-over-year and up from $1,959.7 million in Q1 2023. GAAP gross margin was 47.4 percent and GAAP operating margin was 32.2 percent (non-GAAP operating margin 32.8 percent). GAAP diluted EPS was $1.29 and non-GAAP diluted EPS was $1.33, compared with $1.34 in the year-ago quarter. The release states that Automotive revenue was a record, exceeding $1 billion and up 35% year-over-year, while Industrial revenue of $609.3 million rose 5% year-over-year. Revenue from the Analog & Mixed-Signal-related and other segments was also reported, with Power Solutions Group revenue of $1,119.8 million, up 6% year-over-year. For the third quarter of 2023, the company guided to revenue of $2,095 million to $2,195 million, a GAAP gross margin of 45.9% to 47.9%, and GAAP diluted EPS of $1.21 to $1.35 (non-GAAP $1.27 to $1.41). Management's commentary highlights growth in automotive and industrial end-markets, which together account for 80% of revenue, and says silicon carbide revenue grew nearly fourfold year-over-year as the company expands brownfield capacity. Cash flow was weaker in the quarter: operating cash flow was $390.8 million and capital expenditures of $430.6 million produced negative free cash flow of $39.8 million, versus $87.4 million in the prior quarter. The balance sheet at June 30, 2023 showed cash and cash equivalents of $2,622.2 million, total debt including current portion of $3,451.7 million (current $912.1 million and long-term $2,539.6 million), and total stockholders' equity of $7,003.6 million. Inventories rose to $1,964.4 million from $1,814.9 million at March 31, 2023. The release also includes a conference call scheduled for 9 a.m. ET on July 31, 2023.

Jul 31, 2023 8-K

On Semiconductor 8-K Report, Material Agreement (Jun 26, 2023)

ON Semiconductor Corporation entered into a $1.5 billion senior revolving credit facility under a Credit Agreement dated June 22, 2023, with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of joint lead arrangers and bookrunners. On the closing date the company borrowed $375,000,000 under the facility and used the proceeds to refinance, repay and terminate its existing credit agreement dated April 15, 2016, as amended, with Deutsche Bank AG New York Branch as administrative agent and collateral agent, along with paying accrued interest, costs and expenses. A letter of credit issued under the existing agreement remains outstanding under the new facility. The facility matures on June 22, 2028. Borrowings bear interest at Term SOFR-based, daily simple RFR, EURIBOR, TIBOR or alternate base rates, with the applicable margin set at 1.25% for Term Benchmark and RFR loans and 0.25% for ABR loans, and the rate may adjust after the first full fiscal quarter following closing based on the total net leverage ratio. The sole financial covenant is a maximum total net leverage ratio of 4.00 to 1.00 before an investment-grade rating trigger date and 3.50 to 1.00 after it, subject to permitted acquisition adjustments. Obligations are guaranteed by certain domestic subsidiaries and secured by a pledge of substantially all of the guarantors' assets, including equity interests in certain subsidiaries. The agreement includes customary covenants, including negative covenants on asset sales, mergers and acquisitions, indebtedness, liens, investments and affiliate transactions, which may be adjusted upon an investment-grade rating. It also contains customary events of default, including a change of control default, and some lenders and affiliates have provided other banking services to the company in the ordinary course.

Jun 26, 2023 8-K

Shareholder Matters

On Semiconductor 8-K Report, Shareholder Vote Results (May 19, 2023)

ON Semiconductor Corporation held its 2023 Annual Meeting of Stockholders on May 18, 2023, and this Form 8-K reports the voting results on four proposals. Stockholders elected all nine director nominees, each for a one-year term expiring at the 2024 annual meeting. Hassane El-Khoury received 371,631,267 votes for and 2,450,189 against, while Paul A. Mascarenas received the lowest support with 309,194,006 votes for and 64,888,015 against. Each nominee's votes-for count exceeded votes-against. On the advisory Say-on-Pay proposal, stockholders approved the compensation of the named executive officers with 351,278,994 votes for, 22,711,403 against, and 251,276 abstentions. On the frequency of future Say-on-Pay votes, a majority favored an annual vote, with 368,942,204 votes for one year, 179,443 for two years, and 4,942,494 for three years. Based on this result, the board determined the company will continue to hold Say-on-Pay votes every year. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2023, with 374,903,663 votes for and 21,391,223 against. For investors, the filing shows broad support for the board slate, executive compensation, and the auditor, with the annual say-on-pay cadence confirmed.

May 19, 2023 8-K

Regulation FD

On Semiconductor 8-K Report, Regulation FD Disclosure (May 16, 2023)

ON Semiconductor Corporation furnished this Current Report under Item 7.01 (Regulation FD Disclosure) to report that it held a publicly available webcast Analyst Day Meeting on May 16, 2023. The meeting presented business and financial information to institutional investors, analysts, members of the press and the general public. Prior to the event, the company posted the presentations on the Investor Relations page of its website, www.onsemi.com. The presenters were Hassane El-Khoury, President and Chief Executive Officer; Thad Trent, Executive Vice President, Chief Financial Officer and Treasurer; Simon Keeton, Executive Vice President and General Manager, Power Solutions Group; and Sudhir Gopalswamy, Senior Vice President and General Manager, Advanced Solutions Group. According to the filing, the executives discussed the company's corporate strategy, financial performance and business updates. The presentations include forward-looking statements with cautionary language about factors that could cause actual results to differ materially, as well as non-GAAP financial measures and reconciliations to the corresponding GAAP measures. The information is furnished rather than filed, so it is not subject to Section 18 of the Exchange Act and is not incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced. The company also states that it will use its website as a channel for material non-public information under Regulation FD, so investors should monitor the Investor Relations section in addition to press releases, SEC filings and public webcasts.

May 16, 2023 8-K

On Semiconductor 8-K Report, Financial Results (May 1, 2023)

onsemi (filed under the name ON Semiconductor Corporation, Nasdaq: ON) reported first quarter 2023 results in a news release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1,959.7 million, up 1 percent year-over-year and down from $2,103.6 million in Q4 2022. GAAP gross margin was 46.8 percent and GAAP operating margin was 28.8 percent (32.2 percent non-GAAP). GAAP diluted earnings per share were $1.03, and non-GAAP diluted EPS were $1.19, compared with $1.22 in the year-ago quarter. The company said automotive revenue grew 38 percent year-over-year to a record 50 percent of total revenue, and that automotive and industrial end-markets together made up a record 79 percent of revenue. By segment, PSG revenue was $1,012.8 million, ASG was $592.8 million (down 14 percent year-over-year), and ISG was $354.1 million (up 32 percent year-over-year). Management said silicon carbide revenue nearly doubled quarter-over-quarter, and that ADAS and energy infrastructure revenue each grew about 50 percent year-over-year. For the second quarter of 2023, the company guided revenue of $1,975 million to $2,075 million, a GAAP gross margin of 45.4 to 47.4 percent, and GAAP diluted EPS of $1.08 to $1.22. Balance sheet items at March 31, 2023 include cash and cash equivalents of $2,702.4 million and total long-term debt of $2,538.0 million, plus a current portion of $926.2 million. Net cash provided by operating activities was $408.9 million, and free cash flow was $87.4 million, down from $389.3 million in Q4 2022 as purchases of PP&E were $321.5 million.

May 1, 2023 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

On Semiconductor 8-K Report, Executive Changes (Apr 25, 2023)

ON Semiconductor Corporation (ON), filing under Item 5.02 of Form 8-K, reports that Robert Tong, Senior Vice President and General Manager of its Advanced Solutions Group (ASG), agreed with the company on April 24, 2023 (the Effective Date) to step down from his officer positions effective immediately and to retire from all positions with onsemi effective June 19, 2023. Mr. Tong joined onsemi in 2008 through its acquisition of AMI Semiconductor, where he had served as senior vice president of its medical division, and had led ASG since May 27, 2022. The filing also states that Sudhir Gopalswamy, the Company's Senior Vice President and Chief Strategy Officer, has transitioned roles and is now the senior officer in charge of ASG, effective as of the Effective Date. The filing does not disclose any financial results, compensation terms, or reasons for the departure. For investors, the filing is primarily a leadership transition notice affecting one of the company's business groups. It signals a change in ASG oversight, with Mr. Gopalswamy taking on senior responsibility for the group while retaining his Chief Strategy Officer title.

Apr 25, 2023 8-K

Other Events

On Semiconductor 8-K Report, Corporate Update (Mar 6, 2023)

ON Semiconductor Corporation filed this Form 8-K dated March 1, 2023 under Item 8.01 (Other Events) to report the relocation of its corporate headquarters. Effective March 1, 2023, the company completed the move of its headquarters from 5005 E. McDowell Road, Phoenix, Arizona 85008, to 5701 North Pima Road, Scottsdale, Arizona 85250. The filing also states that Semiconductor Components Industries, LLC, a wholly owned subsidiary of the company, completed the relocation of its principal place of business from the same Phoenix address to the new Scottsdale address on the same date. The report is signed by Thad Trent, Executive Vice President, Chief Financial Officer and Treasurer, and is dated March 6, 2023. The filing contains no financial results, guidance, or financial statements. Its significance for investors is limited to the change in the registrant's principal executive office address and the principal place of business of its principal operating subsidiary.

Mar 6, 2023 8-K

On Semiconductor 8-K Report, Material Agreement (Mar 2, 2023)

On February 28, 2023, ON Semiconductor Corporation completed a private unregistered offering of $1.5 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029, including the full exercise of the initial purchasers' option for an additional $200 million. The notes pay interest semi-annually on March 1 and September 1, beginning September 1, 2023, and mature on March 1, 2029. They are fully and unconditionally guaranteed by the company's subsidiaries that are borrowers or guarantors under its Credit Agreement. The company received net proceeds of approximately $1,466 million and intends to use them, together with cash on hand, to repay up to $1,086.0 million of its Term Loan "B" Facility, to pay the approximately $171.5 million cost of the convertible note hedges (net of warrant proceeds), and for general corporate purposes with any remainder. The initial conversion rate is 9.6277 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $103.87 per share, with a maximum of 19,135,050 shares issuable on conversion. Upon conversion, the company will pay cash up to the principal amount and may settle the excess in cash, shares, or a combination. The company may redeem the notes for cash on or after March 6, 2026, subject to a stock price condition of 130% of the conversion price. Holders may require repurchase at par upon a fundamental change. In connection with pricing on February 23, 2023, the company entered into convertible note hedge transactions and sold warrants to counterparties. The warrants have an initial strike price of $156.78 per share, a 100% premium over the $78.39 closing price on February 23, 2023, and cover a maximum of 28,883,100 shares. The filing states that the warrants may be dilutive to earnings per share if the market value exceeds the strike price, and that the hedges are expected to reduce potential dilution and offset cash payments above principal upon conversion.

Mar 2, 2023 8-K/A

Exhibits & Filings

On Semiconductor 8-K/A Report, Exhibit Filing (Mar 2, 2023)

ON Semiconductor Corporation filed this Amendment No. 1 on Form 8-K/A to amend and restate Item 9.01 of its Current Report on Form 8-K dated March 1, 2023. The company states that, due to printer error, the original Form 8-K was filed without Exhibits 10.1 and 10.2, and this filing adds them. The amendment changes nothing else in the original report. The exhibit list identifies an Indenture dated as of February 28, 2023, among the Company, the guarantors party thereto and Computershare Trust Company, National Association, which is incorporated by reference to Exhibit 4.1 of the original report. That indenture governs the Company's 0.50% Convertible Senior Note due 2029, the form of which is included in Exhibit 4.1. The newly added Exhibits 10.1 and 10.2 are the forms of confirmation for convertible note hedges and for warrants, respectively, which relate to the convertible notes. For investors, the filing is primarily a housekeeping correction to complete the record of the February 2023 convertible notes transaction. The exhibit list also includes a Cover Page Interactive Data File embedded within the Inline XBRL document. The filing itself does not state transaction amounts, pricing, or other financial results.

Mar 2, 2023 8-K

On Semiconductor 8-K Report, Corporate Update (Feb 24, 2023)

ON Semiconductor Corporation (Nasdaq: ON, Phoenix, Arizona) announced on February 24, 2023 the upsize and pricing of a private offering of $1.3 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029, sold only to qualified institutional buyers under Rule 144A. The offering was increased from a previously announced $1.1 billion. The initial purchasers also hold an option to buy up to an additional $200 million of notes within 13 days of issuance. The company expects net proceeds of approximately $1,270 million, or $1,466 million if the option is exercised in full, and the offering and related hedge and warrant transactions are expected to close on February 28, 2023. The company intends to use the net proceeds, together with cash on hand, to repay up to $1,086.0 million of its Term Loan "B" Facility, which bears interest tied to SOFR (6.42% as of December 31, 2022), to pay approximately $148.6 million for the convertible note hedge transactions (partially offset by warrant proceeds), and for general corporate purposes with any remainder. The initial conversion price is approximately $103.87 per share, a 32.5% premium to the $78.39 closing price on February 23, 2023. Concurrently, onsemi used $100.0 million of cash on hand to repurchase about 1.3 million shares from purchasers of the notes, under a previously authorized $3.0 billion buyback program. Investors should note the dilution considerations: convertible note hedge transactions are expected to reduce potential dilution, while warrant transactions with a strike price of $156.78 per share (a 100% premium to the closing price) could be dilutive if the stock price exceeds that level. The company may redeem the notes for cash on or after March 6, 2026 under specified conditions, and holders may require repurchase upon a fundamental change. The notes will be settled in cash up to principal, with the excess conversion value settled in cash, shares, or a combination at the company's election.

Feb 24, 2023 8-K