ON — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-03

• On June 25, 2026, we entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Sonic Acquisition Corp. and Synaptics Incorporated ("Synaptics"), pursuant to which Synaptics will become a wholly owned subsidiary of onsemi (the “Merger”). At the effective time of the Merger (t…

• Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Merger Agreement and the issuance of our common stock in connection with the Merger.

• Pursuant to the Merger Agreement, at the Closing, onsemi will appoint one independent director, designated by onsemi from among those directors serving on the board of directors of Synaptics (“Synaptics Board”) as of immediately prior to the Closing that have been proposed to onsemi by the Synaptics…

• The Merger, which is anticipated to close in mid-2027, is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, adoption of the Merger Agreement by Synaptics’ stockholders, the expiration or early termination of the waiting period under the HSR Act, an…

• The parties’ HSR notifications were filed with the FTC and DOJ on July 17, 2026. The 30-day waiting period following the parties’ filings expires at 11:59 pm, Eastern Time, on August 17, 2026, unless extended by the issuance of a Second Request or earlier terminated by the FTC and DOJ.

Text removed vs the prior filing · source: 10-Q · 2026-05-04

• During the first quarter of 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.

• We expect to incur total severance costs and related benefit expenses of $24.0 million related to the termination of approximately 650 employees. Of this, approximately $20.2 million was recognized during the quarter ended April 3, 2026.

• Additionally, we recorded non-cash impairment charges of $147.0 million during the quarter ended April 3, 2026 related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $162.1 million for the quarter…

• Revenue from AMG decreased by $26.0 million, or approximately 5%, for the quarter ended April 3, 2026 compared to the quarter ended April 4, 2025 attributable to lower demand in certain end-markets. This was driven by a decrease in revenue of $16.3 million and $14.7 million in the automotive and oth…

• Gross profit increased by $289.3 million, or approximately 98%, to $583.1 million for the quarter ended April 3, 2026 compared to $293.8 million for the quarter ended April 4, 2025 primarily due to the absence of $237.7 million of excess and obsolete inventory charges and a $43.9 million write‑off o…

Text added vs the prior filing · source: 10-Q · 2026-08-03

• Trends, Risks and Uncertainties Related to the Proposed Transaction with Synaptics

• Completion of the proposed transaction with Synaptics may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Merger could adversely affect our business, results of operations, financial condition, and the market…

• On June 25, 2026, we entered into the Merger Agreement with Synaptics, pursuant to which Synaptics will become a wholly owned subsidiary of onsemi. Completion of the Merger is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of …

• The Merger Agreement may be terminated under certain circumstances, including (1) by either onsemi or Synaptics if the Merger is not completed by June 25, 2027, which date may be extended for up to three periods of three months each, in each case under certain circumstances (the “End Date”), (2) by …

• Upon termination of the Merger Agreement, Synaptics, under specified circumstances, including termination by Synaptics to accept a Superior Proposal or by onsemi following a change in recommendation by the Synaptics Board, will be required to pay onsemi a termination fee of $235.0 million. Additiona…

Text removed vs the prior filing · source: 10-Q · 2026-05-04

• This Quarterly Report on Form 10-Q includes "forward-looking statements," as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or incorporated in this Form 10-Q could be deemed forward-lo…

• Important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements are described under Part I, Item 1A "Risk Factors" in the 2025 Form 10-K, in this Form 10-Q and from time to time in our other SEC reports. Readers are cautioned not to…

Text added vs the prior filing · source: 10-Q · 2026-08-03

• •Sudhir Gopalswamy, our Group President, ISG and AMG, adopted a Rule 10b5-1 trading arrangement on May 14, 2026. Under this arrangement, a total of 15,578 shares of our common stock may be sold, subject to certain conditions, before the plan expires on May 14, 2027.