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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) As previously disclosed by ON Semiconductor Corporation ( the “ Company ” and, together with its affiliates, “ onsemi ”), Simon Keeton, the former Group President, Power Solutions Group, of onsemi, stepped down from all officer positions with onsemi effective March 9, 2026, as mutually agreed between the parties. Mr. Keeton’s final day of full…
Entry into a Material Definitive Agreement. On May 11, 2026, ON Semiconductor Corporation (the “ Company ”) completed its previously announced private unregistered offering of $1.5 billion aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the “ Notes ”), which amount includes the full exercise of the initial purchasers’ option to purchase $200 million aggregate principal amount of additional Notes. Indenture The Notes were issued under an Indenture, dated as of May 11, 2…
Unregistered Sales of Equity Securities. The disclosures set forth in Items 1.01 and 8.01 of this Current Report are incorporated herein by reference. The offer and sale of the Notes and the guarantees to the initial purchasers were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers in acco…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth in
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 (…
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.
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 of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act ”), 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 fili…
Entry into a Material Definitive Agreement On September 23, 2025, Semiconductor Components Industries, LLC, a wholly-owned subsidiary (“ SCI LLC ”) of ON Semiconductor Corporation (“ onsemi ”), entered into a Master Framework Agreement (the “ Master Framework Agreement ”) with Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd., Aura Semiconductor Limited and Aim Core Holdings Limited (collectively, the “ Aura Entities ”) whereby, among…
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.
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 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…
Other Events. On March 5, 2025, ON Semiconductor Corporation, a Delaware corporation (“ onsemi ” or the “ Company ”) issued a press release confirming that it delivered to the Board of Directors of Allegro MicroSystems, Inc. (“ Allegro ”) a proposal to acquire all of the outstanding common stock of Allegro for $35.10 per share in cash. A copy of the press release, attached hereto as Exhibit 99.1, is incorporated herein by reference. Forward-Looking Statements This report contains statements t…
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…
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.
Entry into a Material Definitive Agreement. On December 9, 2024, Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly-owned subsidiary of onsemi (as defined below) (“ Purchaser ”), Qorvo US, Inc., a Delaware corporation (“ Parent ”), United Silicon Carbide, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “ U.S. Transferred Company ”), and solely for the purposes of Article V and Section 6.15 thereto, ON Semiconductor Corporation…
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 of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act ”), 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 fili…
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 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…
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.
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