On Semiconductor Corp 10-K for FY2025

On Semiconductor Corp (ON)

10-K 2026-02-09 For: 2025-12-31

Added on April 07, 2026

About this 10-K

On Semiconductor Corp filed this 10-K on February 9, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6B; down 15.3% from $7.08B a year earlier
Net income: $121M; down 92.3% from net income of $1.57B a year earlier
Diluted EPS: $0.29; down 92.0% from $3.63 a year earlier

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Delaware						36-3840979
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Part I
Item 1.	Business	6
	Overview	6
	Revenue -Generating Activities	7
	Markets	9
	Resources	11
	Seasonality	13
	Government Regulation	13
	Corporate Responsibilities	14
	Human Capital Resources	14
	Information about Our Executive Officers	15
	Available Information	16
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	33
Item 3.	Legal Proceedings	33
Item 4.	Mine Safety Disclosure	34
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	[Reserved]	35
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	52
Item 11.	Executive Compensation	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
Item 14.	Principal Accountant Fees and Services	53
Part IV
Item 15.	Exhibits and Financial Statement Schedules	53
Item 16.	Form 10-K Summary	56
Signatures		57


Abbreviated Term						Defined Term
0% Notes						0% Convertible Senior Notes due 2027
0.50% Notes						0.50% Convertible Senior Notes due 2029
1.625% Notes						1.625% Convertible Senior Notes due 2023

3.875% Notes						3.875% Senior Notes due 2028
AD						Autonomous driving
ADAS						Advanced driver assistance systems
AFE						Analog front end
AI						Artificial Intelligence
Amended and Restated SIP						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
AMIS						AMIS Holdings, Inc.

ASC						Accounting Standards Codification
ASIC						Application specific integrated circuits

ASU						Accounting Standards Update







CMOS						Complementary metal oxide semiconductor
Commission or SEC						Securities and Exchange Commission


Credit Agreement						Credit agreement, dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and certain other parties, providing for the Revolving Credit Facility
ECL						Emitter coupled logic

EFK						East Fishkill, New York fabrication facility
EPA						Environmental Protection Agency
ESPP						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
EV/HEV						Electric vehicles/hybrid electric vehicles
Exchange Act						Securities Exchange Act of 1934, as amended
Fairchild						Fairchild Semiconductor International LLC, a wholly-owned subsidiary of ON Semiconductor Corporation
FASB						Financial Accounting Standards Board






FET						Field-effect transistor
GaN						Gallium Nitride
IC						Integrated circuit
IGBT						Insulated-gate bipolar transistor
IP						Intellectual property

IPRD						In-process research and development





ISP						Image signal processor
JFET						Junction field-effect transistor
LDO						Low dropout regulator
LIBOR						A base rate per annum equal to the London Interbank Offered Rate as administered by the Intercontinental Exchange Benchmark Administration
LSI						Large-scale integration


MOSFET						Metal oxide semiconductor field-effect transistor




OEM						Original equipment manufacturer
PC						Personal computer


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Prior Credit Agreement						Credit agreement, dated as of April 15, 2016, as subsequently amended, by and among the Company, as borrower, the several lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and certain other parties, providing for the Revolver due 2024 and the Term Loan "B" Facility, that was terminated on June 22, 2023 and replaced by the Credit Agreement.
PRP						Potentially responsible party

QCS						Previous division within AMG, primarily associated with the legacy Quantenna division
Revolver due 2024						A $1.97 billion revolving credit facility created pursuant to the Prior Credit Agreement
Revolving Credit Facility						A $1.5 billion revolving credit facility created pursuant to the Credit Agreement

ROU						Right-of-use
RSU						Restricted stock unit

SCI LLC						Semiconductor Components Industries, LLC, a wholly-owned subsidiary of ON Semiconductor Corporation
Securities Act						Securities Act of 1933, as amended


SiC						Silicon carbide
SiPM						Silicon photomultipliers

SoC						System-on-Chip
SPAD						Single photon avalanche diode arrays
SWIR						Short-wave infrared
Term Loan "B" Facility						A $2.4 billion term loan "B" facility created pursuant to the Prior Credit Agreement





U.S. or United States						United States of America
WBG						Wide band gap


Period (1)	Total Number of Shares Purchased	Average Price Paid per Share ($) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs ($ in millions) ($) (3)
October 4, 2025 - October 31, 2025	2,956,354	$	50.75	2,956,354	$	711.0
November 1, 2025 - November 28, 2025	2,644,513	47.90		2,644,513	592.5
November 29, 2025 - December 31, 2025	3,178,828	54.55		3,178,828	411.0

Total	8,779,695	51.27		8,779,695


	Year ended December 31,
	2025		2024		Change
Revenue	$	5,995.4	$	7,082.3	$	(1,086.9)
Cost of revenue	4,011.5		3,866.2		145.3
Gross profit	1,983.9		3,216.1		(1,232.2)
Operating expenses:
Research and development	583.6		612.7		(29.1)
Selling and marketing	255.9		273.5		(17.6)
General and administrative	348.9		376.3		(27.4)

Amortization of intangible assets	44.4		52.0		(7.6)
Restructuring, asset impairments and other, net	666.9		133.9		533.0

Total operating expenses	1,899.7		1,448.4		451.3
Operating income	84.2		1,767.7		(1,683.5)
Other income (expense), net:
Interest expense	(70.9)		(62.3)		(8.6)
Interest income	95.1		111.4		(16.3)



Other income, net	22.9		20.6		2.3
Other income (expense), net	47.1		69.7		(22.6)
Income before income taxes	131.3		1,837.4		(1,706.1)
Income tax provision	(7.7)		(262.8)		255.1
Net income	123.6		1,574.6		(1,451.0)
Less: Net income attributable to non-controlling interest	(2.6)		(1.8)		(0.8)
Net income attributable to ON Semiconductor Corporation	$	121.0	$	1,572.8	$	(1,451.8)


	2025		As a % of Total		2024		As a % of Total		Dollar Change
Revenue:
PSG	$	2,805.1	46.8	%	$	3,348.2	47.3	%	$	(543.1)
AMG	2,261.9		37.7	%	2,609.1		36.8	%	(347.2)
ISG	928.4		15.5	%	1,125.0		15.9	%	(196.6)
Total	$	5,995.4	100.0	%	$	7,082.3	100.0	%	$	(1,086.9)

Cost of revenue:
PSG	$	2,117.6	52.8	%	$	1,963.8	50.8	%	$	153.8
AMG	1,105.4		27.6	%	1,302.8		33.7	%	(197.4)
ISG	788.5		19.6	%	599.6		15.5	%	188.9
Total	$	4,011.5	100.0	%	$	3,866.2	100.0	%	$	145.3

Gross profit: (1)
PSG	$	687.5	24.5	%	$	1,384.4	41.3	%	$	(696.9)
AMG	1,156.5		51.1	%	1,306.3		50.1	%	(149.8)
ISG	139.9		15.1	%	525.4		46.7	%	(385.5)
Total	$	1,983.9	33.1	%	$	3,216.1	45.4	%	$	(1,232.2)


	2025		As a % of Revenue (1)		2024		As a % of Revenue (1)
Hong Kong	$	1,634.8	27.3	%	$	1,779.3	25.1	%
United Kingdom	1,347.0		22.5	%	1,637.8		23.1	%
Singapore	1,252.4		20.9	%	1,733.2		24.5	%
United States	1,230.6		20.5	%	1,307.5		18.5	%
Other	530.6		8.8	%	624.5		8.8	%
Total Revenue	$	5,995.4			$	7,082.3


	Year ended December 31,
	2024		2023		Change
Revenue	$	7,082.3	$	8,253.0	$	(1,170.7)
Cost of revenue	3,866.2		4,369.5		(503.3)
Gross profit	3,216.1		3,883.5		(667.4)
Operating expenses:
Research and development	612.7		577.3		35.4
Selling and marketing	273.5		279.1		(5.6)
General and administrative	376.3		362.4		13.9

Amortization of intangible assets	52.0		51.1		0.9
Restructuring, asset impairments and other, net	133.9		74.9		59.0

Total operating expenses	1,448.4		1,344.8		103.6
Operating income	1,767.7		2,538.7		(771.0)
Other income (expense), net:
Interest expense	(62.3)		(74.8)		12.5
Interest income	111.4		93.1		18.3
Loss on debt refinancing and prepayment	—		(13.3)		13.3
Loss on divestiture of businesses	—		(0.7)		0.7

Other income (expense), net	20.6		(7.2)		27.8
Other income (expense), net	69.7		(2.9)		72.6
Income before income taxes	1,837.4		2,535.8		(698.4)
Income tax provision	(262.8)		(350.2)		87.4
Net income	1,574.6		2,185.6		(611.0)
Less: Net income attributable to non-controlling interest	(1.8)		(1.9)		0.1
Net income attributable to ON Semiconductor Corporation	$	1,572.8	$	2,183.7	$	(610.9)


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			58
Financial Statements:
Consolidated Balance Sheets			60
Consolidated Statements of Operations and Comprehensive Income			61
Consolidated Statements of Stockholders' Equity			62
Consolidated Statements of Cash Flows			64
Notes to Consolidated Financial Statements			65


			(a)			The following documents are filed as part of this Annual Report on Form 10-K:


			(3)			Exhibits:


*			Reports filed under the Securities Exchange Act (Form 10-K, Form 10-Q and Form 8-K) are filed under File No. 000-30419 and File No. 001-39317.


†			Schedules or portions of this exhibit have been redacted pursuant to Item 601 of Regulation S-K and, upon request by the SEC, onsemi agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit.


(1)			Filed herewith.


Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023			108


Exhibit No.						Exhibit Description

2.1						Stock Purchase Agreement, dated as of December 9, 2024, by and between United Silicon Carbide, Inc., Qorvo US, Inc., Semiconductor Components Industries, LLC and solely for the purposes of Article V and Section 6.15 thereto, ON Semiconductor Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 10, 2024)

3.1(a)						Certificate of Incorporation of ON Semiconductor Corporation, as further amended through March 26, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 7, 2008)

3.1(b)						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May 28, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2014)

3.1(c)						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May 17, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2017)

3.2						By-Laws of ON Semiconductor Corporation as Amended and Restated on August 19, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 25, 2022)

4.1						Specimen of share certificate of Common Stock, par value $0.01, ON Semiconductor Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 10, 2004)

4.2(a)						Indenture, dated as of August 21, 2020, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 21, 2020)

4.2(b)						Form of Global 3.875% Senior Note due 2028 (included in Exhibit 4.2(a))

4.3(a)						Indenture, dated as of May 14, 2021, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)

4.3(b)						Form of Global 0% Convertible Senior Note due 2027 (included in Exhibit 4.3(a))

4.4(a)						Indenture, dated as of February 28, 2023, among the Company, the guarantors party thereto and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 1, 2023)

4.4(b)						Form of Global 0.50% Convertible Senior Note due 2029 (included in Exhibit 4.4(a))

4.5						Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Commission on February 6, 2023)

10.1(a)						Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited, amended and restated on April 20, 2006 between SCG (China) Holding Corporation (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2006)

10.1(b)						Amendment Agreement, dated September 29, 2014, to Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited between ON Semiconductor (China) Holding, LLC (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.5(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 27, 2015)

10.2(a)						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (as amended and restated February 11, 2022) (incorporated by reference to Exhibit 10.7(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)(2)


10.2(b)						Form of Annual Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 , 2023 , 2024 and 2025 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)

10.2(c)						Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 form agreement) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)


10.2(d)						Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2023 , 2024 a nd 2025 ) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 1, 2023)(2)

10.2(e)						Form of Restricted Stock Award Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022, 2023 , 2024 and 2025 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 1, 2022)(2)

10.2(f)						Form of Restricted Stock Units Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2024 and 2025 form) (incorporated by reference to Exhibit 10.3(j) to the Company's Annual Report on Form 10-K filed with the Commission on February 10, 2025) (2)

10.3						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan (as amended and restated effective August 16, 2024) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 28, 2024)(2)

10.4						Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the Commission on February 16, 2021)(2)

10.5						Employment Agreement by and between Semiconductor Components Industries, LLC and Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.6						Form of Employment Agreement for Executive Vice Presidents/Group Presidents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 4, 2024)(2)

10.7						Form of Employment Agreement for Senior Vice Presidents (Direct Reports to Chief Executive Officer) (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on February 5, 2024 (2)

10.8						Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 25, 2016)(2)

10.9						onsemi Nonqualified Deferred Compensation Plan for senior officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2024)(2)

10.10						Non-employee Director Stock Election and Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024)(2)

10.11(a)						Form of Confirmation for Convertible Notes Hedges related to the Company’s 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)

10.11(b)						Form of Confirmation for Warrants related to the Company’s 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)

10.12(a)						Form of Confirmation for Convertible Note Hedges related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)

10.12(b)						Form of Confirmation for Warrants related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.2 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)

10.13(a)						Credit Agreement, dated as of June 22, 2023, by and among ON Semiconductor Corporation, as borrower, the several lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners and BMO Capital Markets, as sustainability structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 26, 2023)

10.13(b)						Guarantee Agreement, dated as of June 22, 2023, among the signatories thereto, as grantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 26, 2023)

10.13(c)						Security Agreement, dated as of June 22, 2023, among ON Semiconductor Corporation and the other signatories thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 26, 2023)


10.14(a)						Master Framework Agreement, dated as of September 23, 2025, by and between Semiconductor Components Industries, LLC, and Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd., Aura Semiconductor Limited and Aim Core Holdings Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2025)†

10.14(b)						Form of Support Services Agreement, by and between Semiconductor Components Industries, LLC and Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd. and Aura Semiconductor Limited (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2025)†

19.1						onsemi Insider Trading Policy, as amended and restated as of November 16, 2023 (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed with the C ommission on February 10, 2025)†

21.1						List of Significant Subsidiaries(1)

23.1						Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers LLP(1)

24.1						Powers of Attorney(1)

31.1						Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

31.2						Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

32						Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)

97						onsemi Dodd-Frank Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the Commission on February 5, 2024)

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101.


(2)			Management contract or compensatory plan, contract or arrangement.




February 9, 2026						ON Semiconductor Corporation

						By: /s/ HASSANE EL-KHOURY
						Name: Hassane El-Khoury
						Title: President and Chief Executive Officer


Signature	Titles	Date

/s/ HASSANE EL-KHOURY	President, Chief Executive Officer and Director	February 9, 2026
Hassane El-Khoury	(Principal Executive Officer)

/s/ THAD TRENT	Executive Vice President and Chief Financial Officer	February 9, 2026
Thad Trent	(Principal Financial and Accounting Officer)

*	Chair of the Board of Directors	February 9, 2026
Alan Campbell

*	Director	February 9, 2026
Susan K. Carter

*	Director	February 9, 2026
Thomas L. Deitrich

*	Director	February 9, 2026
Bruce E. Kiddoo

*	Director	February 9, 2026
Paul A. Mascarenas

*	Director	February 9, 2026
Gregory L. Waters

*	Director	February 9, 2026
Christine Y. Yan

*By: /s/ THAD TRENT	Attorney-in-Fact	February 9, 2026
Thad Trent


	December 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	2,147.6	$	2,691.3
Short-term investments	400.0		300.0
Receivables, net	908.0		1,160.1
Inventories	1,989.6		2,242.0
Assets held-for-sale	25.0		5.3
Other current assets	352.9		353.3
Total current assets	5,823.1		6,752.0
Property, plant and equipment, net	3,369.0		4,361.4
Goodwill	1,679.9		1,587.9
Intangible assets, net	343.9		257.9
Deferred tax assets	929.1		729.9
ROU financing lease assets	23.1		40.5
Other assets	356.0		360.2
Total assets	$	12,524.1	$	14,089.8
Liabilities and Stockholders’ Equity
Accounts payable	$	572.3	$	574.5
Accrued expenses and other current liabilities	714.9		760.0
Current portion of financing lease liabilities	0.5		0.3

Total current liabilities	1,287.7		1,334.8
Long-term debt	2,980.5		3,345.9
Deferred tax liabilities	41.7		37.6
Long-term financing lease liabilities	23.8		20.7
Other long-term liabilities	498.5		536.3
Total liabilities	4,832.2		5,275.3
Commitments and contingencies (Note 13)
ON Semiconductor Corporation stockholders’ equity:
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 624,962,201 and 622,655,553 shares issued, 396,740,551 and 422,955,173 shares outstanding, respectively)	6.2		6.2
Additional paid-in capital	5,538.6		5,372.2
Accumulated other comprehensive loss	(55.5)		(62.4)
Accumulated earnings	8,241.9		8,120.9
Less: Treasury stock, at cost; 228,221,650 and 199,700,380 shares, respectively	(6,057.9)		(4,640.5)
Total ON Semiconductor Corporation stockholders’ equity	7,673.3		8,796.4
Non-controlling interest	18.6		18.1
Total stockholders' equity	7,691.9		8,814.5
Total liabilities and stockholders' equity	$	12,524.1	$	14,089.8


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Treasury Stock			Non-Controlling Interest
	Number of shares	At Par Value						Accumulated Earnings		Number of shares	At Cost				Total Equity

Balance at December 31, 2022	608,367,713	$	6.1	$	4,670.9	$	(23.2)	$	4,364.4	(176,431,298)	$	(2,829.7)	$	18.5	$	6,207.0
Shares issued pursuant to the ESPP	387,770	—		25.7		—		—		—	—		—		25.7
RSUs released and stock grant awards issued	2,433,671	—		—		—		—		—	—		—		—
Warrants and bond hedges, net - 0% Notes	—	—		(171.5)		—		—		—	—		—		(171.5)
Tax impact of convertible notes, warrants and bond hedges, net	—	—		92.3		—		—		—	—		—		92.3
Partial settlement - 0% Notes	794	—		—		—		—		—	—		—		—
Partial settlement of bond hedges - 0% Notes	—	—		0.1		—		—		(785)	(0.1)		—		—
Partial settlement of warrants - 0% Notes	179	—		—		—		—		—	—		—		—
Partial settlement - 1.625% Notes	5,091,710	0.1		(0.1)		—		—		—	—		—		—
Partial settlement of bond hedges - 1.625% Notes	—	—		472.4		—		—		(5,091,752)	(472.4)		—		—
Partial settlement of warrants - 1.625% Notes	159	—		—		—		—		—	—		—		—
Payment of tax withholding for RSUs	—	—		—		—		—		(805,107)	(67.1)		—		(67.1)
Share-based compensation	—	—		121.1		—		—		—	—		—		121.1
Repurchase of common stock	—	—		—		—		—		(7,566,628)	(568.1)		—		(568.1)
Dividend to non-controlling shareholder	—	—		—		—		—		—	—		(2.4)		(2.4)
Comprehensive income (loss)	—	—		—		(22.0)		2,183.7		—	—		1.9		2,163.6
Balance at December 31, 2023	616,281,996	6.2		5,210.9		(45.2)		6,548.1		(189,895,570)	(3,937.4)		18.0		7,800.6
Shares issued pursuant to the ESPP	435,407	—		25.2		—		—		—	—		—		25.2
RSUs released and stock grant awards issued	1,909,867	—		—		—		—		—	—		—		—
Partial settlement - 0% Notes	53	—		—		—		—		—	—		—		—
Settlement of warrants - 0% Notes	14	—		—		—		—		—	—		—		—
Settlement of warrants - 1.625% Notes	4,028,216	—		—		—		—		—	—		—		—
Payment of tax withholding for RSUs	—	—		—		—		—		(676,539)	(50.8)		—		(50.8)
Share-based compensation	—	—		136.1		—		—		—	—		—		136.1
Repurchase of common stock	—	—		—		—		—		(9,128,271)	(652.3)		—		(652.3)
Dividend to non-controlling shareholder	—	—		—		—		—		—	—		(1.7)		(1.7)
Comprehensive income (loss)	—	—		—		(17.2)		1,572.8		—	—		1.8		1,557.4
Balance at December 31, 2024	622,655,553	6.2		5,372.2		(62.4)		8,120.9		(199,700,380)	(4,640.5)		18.1		8,814.5


	PSG		AMG		ISG		Total
Year ended December 31, 2025:
Revenue from external customers	$	2,805.1	$	2,261.9	$	928.4	$	5,995.4
Cost of revenue	2,117.6		1,105.4		788.5		4,011.5
Segment gross profit	$	687.5	$	1,156.5	$	139.9	$	1,983.9

Year ended December 31, 2024:
Revenue from external customers	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3
Cost of revenue	1,963.8		1,302.8		599.6		3,866.2
Segment gross profit	$	1,384.4	$	1,306.3	$	525.4	$	3,216.1

Year ended December 31, 2023:
Revenue from external customers	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0
Cost of revenue	2,058.5		1,635.8		675.2		4,369.5
Segment gross profit	$	1,821.9	$	1,421.3	$	640.3	$	3,883.5


	Year ended December 31, 2025
	PSG		AMG		ISG		Total
Geographic Location:
Hong Kong	$	796.5	$	622.0	$	216.3	$	1,634.8
United Kingdom	596.5		438.2		312.3		1,347.0
Singapore	689.4		476.9		86.1		1,252.4
United States	507.5		576.4		146.7		1,230.6
Other	215.2		148.4		167.0		530.6
Total	$	2,805.1	$	2,261.9	$	928.4	$	5,995.4

Sales Channel:
Distributors	$	1,650.7	$	1,191.2	$	425.5	$	3,267.4
Direct Customers	1,154.4		1,070.7		502.9		2,728.0

Total	$	2,805.1	$	2,261.9	$	928.4	$	5,995.4


	Year ended December 31, 2024
	PSG		AMG		ISG		Total
Geographic Location:
Hong Kong	$	876.1	$	661.6	$	241.6	$	1,779.3
Singapore	991.0		617.1		125.1		1,733.2
United Kingdom	712.8		502.5		422.5		1,637.8
United States	525.4		596.7		185.4		1,307.5
Other	242.9		231.2		150.4		624.5
Total	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3

Sales Channel:
Distributors	$	2,051.5	$	1,338.7	$	369.4	$	3,759.6
Direct Customers	1,296.7		1,270.4		755.6		3,322.7

Total	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3


	Year ended December 31, 2023
	PSG		AMG		ISG		Total
Geographic Location:
Hong Kong	1,151.7		764.2		252.7		2,168.6
Singapore	1,095.1		640.4		203.3		1,938.8
United Kingdom	769.9		647.6		335.9		1,753.4
United States	604.3		642.1		327.3		1,573.7
Other	259.4		362.8		196.3		818.5
Total	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0

Sales Channel:
Distributors	$	2,238.6	$	1,494.2	$	576.3	$	4,309.1
Direct Customers	1,641.8		1,562.9		739.2		3,943.9

Total	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0


	As of December 31,
	2025		2024
South Korea	$	1,175.3	$	1,423.8
United States	1,046.8		1,410.8
Czech Republic	398.0		612.3
China	186.0		228.8
Philippines	169.8		208.1
Malaysia	147.3		183.1
Vietnam	132.6		155.3
Other	113.2		139.2
Total	$	3,369.0	$	4,361.4


	Purchase Price Allocation
Cash	$	1.3
Inventories	20.8
Property, plant and equipment	4.5
Intangible assets	64.0
Goodwill	53.7
Other assets	3.0
Total assets acquired	147.3
Accounts payable and other accrued liabilities	20.6
Deferred tax liabilities	7.9
Total liabilities assumed	28.5
Net assets acquired/purchase price	$	118.8


	Purchase Price Allocation
Intangible assets - developed technology	$	34.5
IPRD	32.0
Deferred tax assets, net	11.0
Goodwill	38.3
Total assets acquired	115.8
Cash paid at close	7.0
Contingent Consideration	108.8
Purchase price	$	115.8


	As of December 31, 2025				As of December 31, 2024
Operating and Reportable Segments	Goodwill		Accumulated Impairment Losses			Carrying Value		Goodwill		Accumulated Impairment Losses		Carrying Value
AMG	$	1,600.6	$	(748.9)		$	851.7	$	1,562.3	$	(748.9)	$	813.4
PSG	735.8		(31.9)			703.9		682.1		(31.9)		650.2
ISG	124.3		—			124.3		124.3		—		124.3
Total	$	2,460.7	$	(780.8)		$	1,679.9	$	2,368.7	$	(780.8)	$	1,587.9


Net balance as of December 31, 2024	1,587.9




Addition due to business acquisitions	92.0

Net balance as of December 31, 2025	$	1,679.9


	As of December 31, 2025
	Original Cost		Accumulated Amortization		Accumulated Impairment Losses		Carrying Value

Customer relationships	$	582.7	$	(488.3)	$	(36.3)	$	58.1

Developed technology	1,046.8		(771.8)		(40.7)		234.3



IPRD	32.0		—		—		32.0
Licenses	35.0		(15.5)		—		19.5
Other intangibles	80.1		(64.9)		(15.2)		—
Total	$	1,776.6	$	(1,340.5)	$	(92.2)	$	343.9



2026	$	46.2
2027	46.8
2028	54.1
2029	52.2
2030	47.8
Thereafter	64.8
Total estimated amortization expense	$	311.9