News & Events

Other Events. On May 6, 2026, ON Semiconductor Corporation issued a press release announcing the pricing of an offering of $1.3 billion aggregate principal amount of its 0% Convertible Senior Notes due 2031 in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Other Events. On May 6, 2026, ON Semiconductor Corporation issued a press release announcing the commencement of an offering of $1.3 billion aggregate principal amount of its Convertible Senior Notes due 2031 in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to liability under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On March 9, 2026, ON Semiconductor Corporation (together with its affiliates, “ onsemi ”) and Simon Keeton, Group President, Power Solutions Group of onsemi, agreed that Mr. Keeton will resign from all employment positions at onsemi effective June 30, 2026. Although Mr. Keeton will step down from all officer positions immediately, he has agreed…

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to liability under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Material Impairments. During the first quarter of 2025, ON Semiconductor Corporation (the “ Company ” or “ we ” and, together with its subsidiaries, “ onsemi ”) announced restructuring and cost reduction initiatives based on an evaluation of its operating structure, business strategy, manufacturing technologies and internal capabilities to realign internal manufacturing capacity and capabilities with anticipated long-term needs. The Company has continued to evaluate its manufacturing operatio…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On November 4, 2025, Alan Campbell, who currently serves as chair of the board of directors (the “ Board ”) of ON Semiconductor Corporation (the “ Company ”), gave notice 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 (…

Material Impairments On March 17, 2025, as part of the restructuring plan and cost reduction initiatives previously announced on February 24, 2025, management of ON Semiconductor Corporation (the “ Company ” or “ we ” and, together with its subsidiaries, “ onsemi ”) approved the recognition of pre-tax non-cash impairment charges of between $600 million and $700 million. These impairment charges are for long-lived assets relating to investments in manufacturing equipment at certain onsemi manu…

are subject to a number of assumptions and actual results may differ materially from these estimates. In addition, onsemi may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Restructuring Plan. Forward-Looking Statements This Current Report on Form 8-K includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exch…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On October 1, 2024, Atsushi Abe, a member of the board of directors (the “ Board ”) of ON Semiconductor Corporation (the “ Company ”), gave notice of his intent to resign from the Board and its committees, effective October 11, 2024. Mr. Abe informed the Company that his decision to resign was not a result of any disagreement with the Company on…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers As previously reported in the Original Form 8-K, Christina Lampe-Önnerud was appointed by the board of directors of the Corporation (the “ Board ”) 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. SIGNATURES Pursuant to the requirements…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 6, 2024, Ross Jatou, Senior Vice President and General Manager, Intelligent Sensing Group, of ON Semiconductor Corporation (the “ Company ”), notified the Company of his resignation from all positions with the Company and its affiliates (together, “ onsemi ”), effective on or about February 22, 2024. Mr. Jatou advised onsemi that he int…

Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers On September 11, 2023, Bernard R. Colpitts, Jr., Senior Vice President and Chief Accounting Officer of ON Semiconductor Corporation (the “ Company ”), notified the Company of his intent to resign from all positions with the Company and its affiliates (together, “ onsemi ”) on or about November 1, 2023. Mr. Colpitts, who serves as the Company’s princ…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On April 24, 2023 (the “Effective Date”), ON Semiconductor Corporation (the “Company”, and including its affiliates, “onsemi”) and Robert Tong, Senior Vice President and General Manager, Advanced Solutions Group (“ASG”) agreed that Mr. Tong would step down from his officer positions with onsemi, effective immediately, and will retire from all p…

Other Events. On December 31, 2022, ON Semiconductor Corporation completed the acquisition of GLOBALFOUNDRIES U.S. Inc.’s East Fishkill, New York site and fabrication facilities and certain other assets and liabilities. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ON SEMICONDUCTOR CORPORATION (Registrant) Date: January 3, 2023 By: /s/ THAD TRENT…

Material Impairments. On September 16, 2022, ON Semiconductor Corporation (the “ Company ”) approved an exit plan to wind down one of its divisions within the Advanced Solutions Group segment, which will further enable the Company to direct its investments to areas of its strategic focus, which include intelligent power and intelligent sensing, streamline its operations and improve costs. The division (subject to the exit plan) had revenues representing less than 3% of the Company’s consolida…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On May 27, 2022 (the “ Effective Date ”), Vincent C. Hopkin, Executive Vice President and General Manager, Advanced Solutions Group (“ ASG ”) for ON Semiconductor Corporation (the “ Company ” and, including its affiliates, “ onsemi ”), informed the Company’s Board of Directors (the “ Board ”) of his intention to step down from his officer posit…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 28, 2022, the Human Capital and Compensation Committee (the “ Committee ”) of the Board of Directors of ON Semiconductor Corporation (“ onsemi ”) reviewed and approved the attainment by onsemi and its applicable employees of the performance metrics under onsemi’s previously-disclosed 2021 short-term cash incentive program (the “ Bonus Pr…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 16, 2021, the Compensation Committee (the “ Committee ”) of the Board of Directors of ON Semiconductor Corporation (the “ Company ”) approved interim base salary increases, cash bonus opportunity targets and equity awards for certain executive officers of the Company, including Simon Keeton, Executive Vice President and General Manager, Powe…