On Semiconductor Corp

Company facts

Industry

Semiconductors & Related Devices

Headquarters

Scottsdale, Arizona

Most recent report

10-Q, filed Nov 2, 2026

Incorporated

Delaware

Filings on record

1,000+ filings

On EDGAR

CIK 1097864

Fiscal year ends

December

Filer status

Large accelerated filer

What to read: Oct 2026 10-Q

SECSift found 3 of 13 sections worth reading, with 2 positive, 10 notable, and 5 negative flags.

• Legal Proceedings (Item 1)

  Financial statements show major debt issuance, buyback slowdown, and pending acquisition with $2.45B term loan.
  Notable

  • Entered $2.45B senior secured term loan commitment to fund Synaptics acquisition at $123/share, closing mid-2027.
  • Termination fee of $320M payable by Onsemi if deal fails due to antitrust; $235M payable by Synaptics for better offer.
  • Long-term supply agreements (LTSAs) have $5.5B in remaining performance obligations; 39% expected in next 12 months.
  • Issued $1.5B of 0% convertible notes due 2031, net proceeds $1.47B, used $332M to buy back 3.1M shares.
  • Securities class action dismissed with prejudice in July 2026, but plaintiff appealed to Ninth Circuit; briefing due Q1 2027.
  • After quarter-end, agreed to acquire Ferric for ~$600M cash, plus up to $175M earnout, expected to close Q4 2026.
  Negative

  • One distributor customer concentration rose to 15% of Q3 2026 revenue (from 12% in Q3 2025) and 11% of receivables.

• Unregistered Sales and Repurchases (Item 2)

  MD&A shows a pending $123/share cash acquisition, segment margin swings, and a large customer concentration.
  Positive

  • Revenue up 11% to $1.72B in Q3 2026; gross margin up 3.5 points to 41.4% on better utilization and mix.
  • PSG gross margin jumped 9.7 points to 38.2% in Q3 2026 from 28.5% a year ago, driven by utilization and mix.
  Notable

  • Restructuring program targets 650 employee terminations with $26M severance; $166.6M non-cash impairment in nine months.
  • G&A expenses up 23% to $107.8M in Q3 2026, driven by third-party acquisition costs for the Synaptics deal.
  Negative

  • One distributor customer grew to 15% of Q3 2026 revenue, up from 12% a year ago, across all segments.
  • ISG gross margin fell 3.9 points to 31.3% in Q3 2026 from 35.2% a year ago on unfavorable product mix.

• Risk Factors (Item 1A)

  New risk factors for a major pending acquisition with quantified termination fees and debt details.
  Notable

  • Merger with Synaptics announced, expected to close mid-2027, subject to regulatory and shareholder approvals.
  • Synaptics received an unsolicited acquisition proposal from Cirrus Logic, creating deal uncertainty.
  Negative

  • ON Semi plans to borrow up to $2.45 billion in senior secured term loans to fund the merger, increasing debt.
  • ON Semi intends to redeem Synaptics' existing notes, including $350M credit facility and senior notes, adding to debt burden.

What changed: Oct 2026 vs. Jul 2026

About 5% of ON's Oct 2026 10-Q is new information. 18 paragraphs were added, 152 changed, and 43 removed. Below are the most important lines SECSift identified.

• Item 2 66
• Item 1 53
• Item 1A 11
• Item 4 2
• Part II 1
• Item 5 1
• Item 6 1