Added10-Q 2026-11-02 vs 10-K 2026-02-09
Trends, Risks and Uncertainties Related to the Proposed Transaction with Synaptics
ONON Semiconductor
ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries, which operate under the onsemiTM brand ("onsemi," "we," "us," "our," or the "Company"), was incorporated under the laws of the State of Delaware in 1992. 10-K, Item 1
- Headquarters
- Scottsdale, AZ
- Next results
- around Feb 8, 2027
6 paragraphs in Risk Factors of the 10-K filed Feb 9, 2026 with nothing like them in the 10-K filed Feb 10, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
We had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the years ended 2025 and 2024, respectively, across all reportable segments. Although we are not dependent on any single customer, a significant disruption in key customer relationships could adversely affect our business. Further, we could experience fluctuations in our customer base or the mix of revenue by customer or end-market, as markets and strategies evolve.
Read in the 10-K ↗
on a timely basis or at all. Additional tariffs, export controls or other trade restrictions between the two countries could materially adversely affect our results of operations.
Similar paragraph at 1 of 74 other Technology companies: KEYSRead in the 10-K ↗
We are increasingly incorporating AI tools and capabilities into our business operations where we believe appropriate, which may subject us to significant competitive, legal, regulatory and other risks. There can be no assurance that our use of AI tools will enhance our business operations or result in a benefit to us. Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI. Additionally, there could be adverse impacts from inaccurate or flawed algorithms. Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company data. The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.
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acquire non-infringing technologies; discontinue the use of certain processes; or obtain licenses, which may not be available on reasonable terms, to continue the use, development and/or sale of the allegedly infringing technologies.
Read in the 10-K ↗
craft sophisticated cybersecurity attacks. Any of the foregoing could irreparably damage our reputation and business, which could have a material adverse effect on our results of operations. We maintain cyber risk insurance, although an insufficiency or unavailability of insurance coverage could adversely affect our cash flows and overall profitability. Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.
Read in the 10-K ↗
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “OBBBA”). While we are subject to the Corporate Alternative Minimum Tax (“CAMT”), we currently have no CAMT liability. However, future changes in our financial results, business operations, or the interpretation and implementation of the OBBBA could result in a CAMT liability in subsequent periods.
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New in the latest 10-Q
13 paragraphs in the 10-Q filed Nov 2, 2026 with nothing like them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In connection with the Amended Merger Agreement, the Company entered into a commitment letter on October 1, 2026 with Morgan Stanley Senior Funding, Inc. ("MSSF"), which was subsequently amended and restated to include JPMorgan Chase Bank, N.A. and other banks as commitment parties thereto (collectively and together with MSSF, the "Financing Parties"), pursuant to which the Financing Parties have agreed to provide, subject to satisfaction of customary closing conditions, up to
Read in the 10-Q ↗
$ 2,450.0 million of senior secured term loans for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger.
Read in the 10-Q ↗
On October 5, 2026, the Company completed the acquisition of Silver Atena GmbH ("Silver Atena"). Silver Atena adds specialized systems engineering and application expertise that expands the Company’s capabilities in developing system platforms and integrated customer solutions. The total purchase consideration was $ 52.2 million in cash, subject to customary purchase price adjustments. Due to the timing of the transaction, the Company has not yet completed the initial accounting for the business combination, including the determination of the acquisition-date fair values of the assets acquired and liabilities assumed. The related purchase accounting and required disclosures will be included in the Company’s consolidated financial statements as of and for the year ended December 31, 2026.
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On November 2, 2026, the Company entered into a definitive agreement to acquire Ferric, Inc., ("Ferric") which is expected to expand the Company’s power management portfolio with advanced integrated voltage regulator technology designed to improve compute performance, energy efficiency and system footprint. The base purchase consideration is approximately $ 600.0 million in cash, subject to customary adjustments, with potential additional consideration of up to $ 175.0 million based on the achievement of specified revenue targets through 2029. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. Upon closing, assuming it takes place during the fourth quarter of 2026, the related purchase accounting and required disclosures will be included in the Company’s consolidated financial statements as of and for the year ended December 31, 2026.
Read in the 10-Q ↗
We believe the automotive industry continues to evolve as a result of advancements in autonomous driving, advanced driver-assistance systems ("ADAS"), vehicle electrification and increasing electronic content across vehicle platforms. Our sensing solutions support ADAS and active safety applications, as well as the continued development of autonomous driving capabilities. Our intelligent power solutions support vehicle electrification by enabling higher power density and improved system efficiency, which can reduce cooling requirements and contribute to reductions in the size and weight of electric vehicle ("EV") systems.
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In the industrial market, our intelligent power technologies support solar energy and industrial power applications, while our intelligent sensing technologies enable automation across factories and buildings. Our intelligent power technologies also support medical applications, including continuous glucose monitors, where power efficiency can help extend battery life. In addition, our technologies support emerging applications in robotics and humanoid systems, as well as space applications, including Low Earth Orbit ("LEO") satellites. The increasing power requirements associated with AI infrastructure also create opportunities for our technologies across the broader energy ecosystem, including energy storage systems ("ESS"), energy infrastructure and Solid State Transformers ("SSTs").
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Within other end-markets, we primarily serve intelligent power applications across the smartphone, client-computing and consumer electronics markets. Our products are designed to improve energy efficiency and extend battery life across these applications.
Read in the 10-Q ↗
Nine Months Ended October 2, 2026 compared to the Nine Months Ended October 3, 2025
Read in the 10-Q ↗
In connection with the Amended Merger Agreement, the Company entered into a commitment letter on October 1, 2026 with Morgan Stanley Senior Funding, Inc. ("MSSF"), which was subsequently amended and restated to include JPMorgan Chase Bank, N.A. and other banks as commitment parties thereto (collectively and together with MSSF, the "Financing Parties"), pursuant to which the Financing Parties have agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450.0 million of senior secured term loan for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger. The transaction will be financed through a combination of cash on hand and the indebtedness to be incurred pursuant to such commitment letter. The ultimate treatment of Synaptics' existing indebtedness following the closing of the transaction is unknown at this time; however, in connection with the closing, we currently intend to cause Synaptics to redeem and/or discharge the Synaptics Senior Notes (defined below) and to repay its $350 million revolving credit facility, and we expect that holders of the Synaptics Convertible Notes (defined below) will convert such notes to receive additional cash conversion consideration based on the make-whole table contained in the indenture governing the Synaptics Convertible Notes.
Read in the 10-Q ↗
Risk Factors
As previously announced, the Amended Merger Agreement was entered into following Synaptics’ receipt of an unsolicited Acquisition Proposal from Cirrus Logic, Inc. Synaptics could in the future receive additional unsolicited acquisition proposals from third parties, and there can be no assurance as to how Synaptics, onsemi, any such third party or other parties may respond to any such proposals. As a result, it is possible that the Amended Merger Agreement could be terminated or revised in certain related circumstances.
Read in the 10-Q ↗
We also anticipate that the Merger will result in increased competition. Synaptics operates in highly competitive segments and is facing increasing competition for its products and services. These competitive pressures may result in decreased sales
Read in the 10-Q ↗
We intend to incur additional indebtedness to finance a portion of the consideration for the proposed transaction with Synaptics, which will materially increase the amount of our outstanding long-term indebtedness and could subject us to additional risks. In connection with the Amended Merger Agreement, we entered into a commitment letter on October 1, 2026 with Morgan Stanley Senior Funding, Inc. ("MSSF"), which was subsequently amended and restated to add JPMorgan Chase Bank, N.A. and other banks as commitment parties thereto (collectively and together with MSSF, the "Financing Parties"), pursuant to which the Financing Parties have agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450,000,000 of senior secured term loan facilities for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger.
Read in the 10-Q ↗
Item 6
10.1 $2,450,000,000 Senior Secured Term Loan Facilities Second Amended and Restated Commitment Letter, dated as of October 19, 2026, by and among ON Semiconductor Corporation, Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and other commitment parties party thereto (1)
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 2, 2026 against Item 1A of the 10-K filed Feb 9, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
Our business, financial condition and results of operations are subject to a number of trends, risks and uncertainties. We review and, where applicable, update our risk factors each quarter. There have been no material changes from the risk factors disclosed in Part I, Item 1A of the 2025 Form 10-K, other than the addition of the following risk factors:
Added10-Q 2026-11-02 vs 10-K 2026-02-09
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 price of our common stock.
Added10-Q 2026-11-02 vs 10-K 2026-02-09
On October 1, 2026, we entered into the Amended 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 shares of Synaptics common stock outstanding and entitled to vote (the "Required Synaptics Stockholder Vote"), (2) the approval of the Merger under certain antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of certain jurisdictions prohibiting the Merger, (4) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (5) compliance in all material respects with the other party’s covenants and other obligations under the Merger Agreement, and (6) the absence of a continuing material adverse effect with respect to Synaptics. Therefore, there can be no assurance that the Merger will be completed in the expected timeframe (mid-2027), or at all. Subject to the terms and conditions of the Merger Agreement, the parties have agreed to use reasonable best efforts to take all actions reasonably necessary to consummate the Merger, including obtaining all required or necessary consents, approvals or waivers from third parties, and cooperating to obtain the regulatory approvals necessary to complete the Merger.
Added10-Q 2026-11-02 vs 10-K 2026-02-09
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 either onsemi or Synaptics if any court or governmental authority of a specified jurisdiction has issued a final non-appealable order or injunction prohibiting the Merger, (3) by onsemi prior to the Required Synaptics Stockholder Vote if the Synaptics Board fails to include in its proxy statement its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement or changes its recommendation, (4) by Synaptics prior to the Required Synaptics Stockholder Vote in order to accept a Superior Proposal (as defined in the Merger Agreement) (subject to payment of a termination fee, described below), (5) by either onsemi or Synaptics if Synaptics fails to receive the Required Synaptics Stockholder Vote at its stockholder meeting (including any adjournments and postponements thereof), or (6) by either party if the other party materially breaches its covenants, or breaches its representations and warranties, in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach. onsemi and Synaptics may also terminate the Merger Agreement by mutual written consent.
Added10-Q 2026-11-02 vs 10-K 2026-02-09
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
Added10-Q 2026-11-02 vs 10-K 2026-02-09
onsemi a termination fee of $235.0 million. Additionally, onsemi, under specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the End Date, will be required to pay Synaptics a regulatory termination fee of $320.0 million.
Added10-Q 2026-11-02 vs 10-K 2026-02-09
Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:
Added10-Q 2026-11-02 vs 10-K 2026-02-09
• the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be consummated;
Added10-Q 2026-11-02 vs 10-K 2026-02-09
• if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we would be required to pay a termination fee as described above;
Added10-Q 2026-11-02 vs 10-K 2026-02-09
• we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated; and
Added10-Q 2026-11-02 vs 10-K 2026-02-09
• we may experience negative publicity and/or reactions from our investors, employees, customers, suppliers, distributors and other business partners.
Added10-Q 2026-11-02 vs 10-K 2026-02-09
As previously announced, the Amended Merger Agreement was entered into following Synaptics’ receipt of an unsolicited Acquisition Proposal from Cirrus Logic, Inc. Synaptics could in the future receive additional unsolicited acquisition proposals from third parties, and there can be no assurance as to how Synaptics, onsemi, any such third party or other parties may respond to any such proposals. As a result, it is possible that the Amended Merger Agreement could be terminated or revised in certain related circumstances.
Reworded10-Q 2026-11-02 vs 10-K 2026-02-09
All statements, other than statements of historical facts, included or incorporated in this Form 10-K 10-Q could be deemed forward-looking statements, particularly statements about our plans, strategies strategies, prospects and prospects our proposed acquisition of Synaptics and the treatment of Synaptics’ existing indebtedness following the closing of the proposed acquisition under the headings heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Business. Operations.
Reworded10-Q 2026-11-02 vs 10-K 2026-02-09
Reworded10-Q 2026-11-02 vs 10-K 2026-02-09
The risk factors described below in this Form 10-Q and in our 2025 Form 10-K are not all of the risks we may face.
Reworded10-Q 2026-11-02 vs 10-K 2026-02-09
Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described below and other information in this Form 10-K the aforementioned reports and subsequent reports filed with or furnished to the SEC before making any investment decision with respect to our securities.
Reworded10-Q 2026-11-02 vs 10-K 2026-02-09
If any of the following trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially and adversely affected, the trading price prices of our securities could decline, decline and you could lose all or part of your investment.
The first 17 of 51 are shown (at most 12 of each type).
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