On Semiconductor reports $313.9 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended July 3, October 2, 2026

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The number of shares of the issuer's common stock outstanding at July 29, October 28, 2026 was 389,311,721 389,284,489 .

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Financial Statements (unaudited) 182 changes

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Receivables, net 897.2 908.0

Cash and cash equivalents $ 3,514.5 4,157.7 $ 2,147.6

Short-term investments 350.0 210.0 400.0

Receivables, net 917.4 908.0

Inventories 2,047.5 2,069.7 1,989.6

Assets held-for-sale 31.4 26.2 25.0

Other current assets 441.2 464.3 352.9

Total current assets 7,281.8 7,845.3 5,823.1

Property, plant and equipment, net 2,924.9 2,823.7 3,369.0

Goodwill 1,687.6 1,686.5 1,679.9

Intangible assets, net 329.4 317.7 343.9

Deferred tax assets 1,014.3 1,018.1 929.1

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Other assets 247.1 356.0

Other assets 240.0 356.0

Total assets $ 13,485.1 13,931.3 $ 12,524.1

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Accounts payable $ 498.3 $ 572.3

Accounts payable $ 549.5 $ 572.3

Accrued expenses and other current liabilities 801.0 858.3 714.9

Current portion of financing lease liabilities 0.5 0.6 0.5

Current portion of long-term debt 802.1 802.8 —

Total current liabilities 2,101.9 2,211.2 1,287.7

Long-term debt 3,657.3 3,660.2 2,980.5

Deferred tax liabilities 46.8 46.4 41.7

Long-term financing lease liabilities 22.8 22.3 23.8

Other long-term liabilities 417.8 409.8 498.5

Total liabilities 6,246.6 6,349.9 4,832.2

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Common stock ($ 0.01 par value, 1,250,000,000 shares authorized, 626,960,841 627,260,040 and 624,962,201 issued, 389,290,999 389,258,454 and 396,740,551 outstanding, respectively)

Additional paid-in capital 5,632.8 5,676.5 5,538.6

Accumulated other comprehensive loss ( 67.1 57.6 ) ( 55.5 )

Accumulated earnings 8,435.3 8,749.2 8,241.9

Less: Treasury stock, at cost: 237,669,842 238,001,586 and 228,221,650 shares, respectively ( 6,788.6 6,813.3 ) ( 6,057.9 )

Total ON Semiconductor Corporation stockholders' equity 7,218.7 7,561.1 7,673.3

Non-controlling interest 19.8 20.3 18.6

Total stockholders' equity 7,238.5 7,581.4 7,691.9

Total liabilities and stockholders' equity $ 13,485.1 13,931.3 $ 12,524.1

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Revenue $ 1,603.5 $ 1,468.7 $ 3,116.8 $ 2,914.4

Cost of revenue 987.2 916.8 1,917.4 2,068.7

Gross profit 616.3 551.9 1,199.4 845.7

Research and development 140.8 143.8 285.1 307.9

Selling and marketing 63.3 63.3 126.3 131.6

General and administrative 101.9 91.2 191.3 175.6

Restructuring, asset impairments and other, net 41.2 49.2 370.5 588.5

Total operating expenses 357.7 358.5 994.2 1,226.0

Operating income (loss) 258.6 193.4 205.2 ( 380.3 )

Quarters Ended Six Nine Months Ended

Revenue $ 1,722.3 $ 1,550.9 $ 4,839.1 $ 4,465.3

Cost of revenue 1,009.3 963.7 2,926.7 3,032.4

Gross profit 713.0 587.2 1,912.4 1,432.9

Research and development 145.0 141.9 430.1 449.8

Selling and marketing 66.8 62.8 193.1 194.4

General and administrative 107.8 87.3 299.1 262.9

Amortization of intangible assets 10.5 11.0 21.0 22.4 11.2 31.5 33.6

Restructuring, asset impairments and other, net 4.6 19.6 375.1 608.1

Total operating expenses 334.7 322.8 1,328.9 1,548.8

Operating income (loss) 378.3 264.4 583.5 ( 115.9 )

1 unchanged paragraph

Interest expense ( 13.7 ) ( 17.9 ) ( 26.4 ) ( 35.9 )

Interest income 17.4 25.2 35.1 51.8

Other income 8.6 1.5 12.4 5.6

Other income (expense), net 12.3 8.8 21.1 21.5

Income (loss) before income taxes 270.9 202.2 226.3 ( 358.8 )

Income tax (provision) benefit ( 43.4 ) ( 30.5 ) ( 31.7 ) 45.3

Net income (loss) 227.5 171.7 194.6 ( 313.5 )

Interest expense ( 13.9 ) ( 17.7 ) ( 40.3 ) ( 53.6 )

Interest income 17.3 22.7 52.4 74.5

Other income 17.6 3.6 30.0 9.2

Other income (expense), net 21.0 8.6 42.1 30.1

Income (loss) before income taxes 399.3 273.0 625.6 ( 85.8 )

Income tax (provision) benefit ( 84.9 ) ( 17.7 ) ( 116.6 ) 27.6

Net income (loss) 314.4 255.3 509.0 ( 58.2 )

Less: Net income attributable to non-controlling interest ( 0.7 0.5 ) ( 1.4 0.3 ) ( 1.2 1.7 ) ( 2.3 2.6 )

Net income (loss) attributable to ON Semiconductor Corporation $ 226.8 313.9 $ 170.3 255.0 $ 193.4 507.3 $ ( 315.8 60.8 )

1 unchanged paragraph

Basic $ 0.58 $ 0.41 $ 0.49 $ ( 0.76 )

Diluted $ 0.56 $ 0.41 $ 0.48 $ ( 0.76 )

Basic $ 0.81 $ 0.63 $ 1.30 $ ( 0.15 )

Diluted $ 0.79 $ 0.63 $ 1.27 $ ( 0.15 )

1 unchanged paragraph

Basic 390.3 414.6 392.2 418.0

Diluted 404.4 414.9 401.5 418.0

Basic 389.3 406.9 391.2 414.3

Diluted 397.3 408.0 400.0 414.3

1 unchanged paragraph

Net income (loss) $ 227.5 $ 171.7 $ 194.6 $ ( 313.5 )

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and 102 more changes in the filing

Note 1: Background and Basis of Presentation 5 changes

1 unchanged paragraph

The Company's fiscal calendar year begins on January 1 and ends on December 31, with each fiscal quarter containing a thirteen-week accounting period. The quarters ended July 3, October 2, 2026 and July 4, October 3, 2025 each contained 91 days. The six nine months ended July 3, October 2, 2026 and July 4, October 3, 2025 contained 184 275 days and 185 276 days, respectively.

The accompanying unaudited financial statements as of and for the quarter and six nine months ended July 3, October 2, 2026 have been prepared following generally accepted accounting principles in the United States of America ("GAAP") for interim financial reporting and the rules and regulations of the SEC for interim reporting. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of December 31, 2025 was derived from the Company's audited financial statements but does not include all disclosures required by GAAP for annual financial statements. In management's opinion, the interim information contains all adjustments, which include normal recurring adjustments necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information contained herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 9, 2026 (the "2025 Form 10-K"). Certain reclassifications within revenue disaggregation by end-markets have been made to prior period amounts to conform to current period presentation. See Note 2: ''Segments and Revenue'' for additional information.

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The Merger Agreement contains certain termination rights for each of the Company and Synaptics. In certain circumstances in which the Merger Agreement is terminated, Synaptics may be required to pay the Company a termination fee of $ 235.0 million, including if the Merger Agreement is terminated by the Company due to a change of recommendation by the Synaptics' board of directors, or by Synaptics to enter into a more favorable third-party acquisition proposal, as more fully described in the Merger Agreement. In certain circumstances in which the Merger Agreement is terminated due to the failure to obtain required

On June 25, 2026, the Company entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Sonic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, and Synaptics Incorporated ("Synaptics"), pursuant to which Sonic Acquisition Corp. will merge with and into Synaptics, with Synaptics surviving the merger and becoming a wholly owned subsidiary of the Company (the "Merger"). On October 1, 2026, the Company, Sonic Acquisition Corp., and Synaptics entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement") to, among other things, amend and restate in its entirety the Agreement and Plan of Reorganization. The Amended Merger Agreement revises the Merger consideration to $ 123.00 per share in cash, without interest (the "Merger Consideration"). At the effective time of the Merger, each outstanding share of Synaptics common stock (subject to limited exceptions identified in the Amended Merger Agreement) will be converted into the right to receive 1.350 shares of the Company's common stock, par value $ 0.01 per share. The shares to be issued in connection with the per-share Merger will be registered pursuant to a registration statement on Form S-4 to be filed by the Company and will be issued from the Company's authorized but unissued shares. Based on this exchange ratio, the Company expects Synaptics stockholders will own approximately 12 % of the combined company on a pro forma basis upon the closing. Consideration. The Company's Board of Directors unanimously approved the Amended Merger Agreement. and the issuance of the Company's common stock, par value $ 0.01 per share in connection with the merger. The transaction is expected to close in mid-2027, subject to approval by Synaptics stockholders, the receipt of required regulatory approvals and other customary conditions.

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

1 unchanged paragraph

Note 2: Segments and Revenue 31 changes

2 unchanged paragraphs

Revenue from external customers $ 829.0 $ 545.7 $ 228.8 $ 1,603.5

Cost of revenue 598.7 254.5 134.0 987.2

Segment gross profit $ 230.3 $ 291.2 $ 94.8 $ 616.3

Revenue from external customers $ 698.2 $ 555.9 $ 214.6 $ 1,468.7

Cost of revenue 517.4 274.1 125.3 916.8

Segment gross profit $ 180.8 $ 281.8 $ 89.3 $ 551.9

For the six months ended July 3, 2026:

Revenue from external customers $ 1,565.6 $ 1,086.1 $ 465.1 $ 3,116.8

Cost of revenue 1,134.9 505.3 277.2 1,917.4

Segment gross profit $ 430.7 $ 580.8 $ 187.9 $ 1,199.4

For the six months ended July 4, 2025:

Revenue from external customers $ 1,343.3 $ 1,122.3 $ 448.8 $ 2,914.4

Cost of revenue 1,039.3 539.6 489.8 2,068.7

Segment gross profit (loss) $ 304.0 $ 582.7 $ ( 41.0 ) $ 845.7

For the quarter ended July 3, October 2, 2026:

Revenue from external customers $ 889.9 $ 597.3 $ 235.1 $ 1,722.3

Cost of revenue 550.2 297.6 161.5 1,009.3

Segment gross profit $ 339.7 $ 299.7 $ 73.6 $ 713.0

For the quarter ended July 4, October 3, 2025:

Revenue from external customers $ 737.6 $ 583.3 $ 230.0 $ 1,550.9

Cost of revenue 527.4 287.2 149.1 963.7

Segment gross profit $ 210.2 $ 296.1 $ 80.9 $ 587.2

For the nine months ended October 2, 2026:

Revenue from external customers $ 2,455.5 $ 1,683.4 $ 700.2 $ 4,839.1

Cost of revenue 1,685.1 802.9 438.7 2,926.7

Segment gross profit $ 770.4 $ 880.5 $ 261.5 $ 1,912.4

For the nine months ended October 3, 2025:

Revenue from external customers $ 2,080.9 $ 1,705.6 $ 678.8 $ 4,465.3

Cost of revenue 1,566.7 826.8 638.9 3,032.4

Segment gross profit $ 514.2 $ 878.8 $ 39.9 $ 1,432.9

The Company had one customer, a distributor, whose revenue accounted for approximately 14 15 % and 12 % of total revenue for the quarters ended July 3, October 2, 2026 and July 4, October 3, 2025, respectively, and approximately 13 14 % and 11 13 % of the total revenue for the six nine months ended July 3, October 2, 2026 and July 4, October 3, 2025, respectively, across all reportable segments. No single customer accounted for more than 10% of the Company's accounts receivable balance as of July 3, 2026, and One customer, a distributor, accounted for approximately 11 % and 10 % of the Company's accounts receivable balance as of October 2, 2026 and December 31, 2025, respectively.

1 unchanged paragraph

Note 4: Acquisitions and Divestitures 4 changes

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During the quarter ended July 3, 2026, the Company entered into a definitive agreement to sell a manufacturing facility in the Philippines for $ 25 million in cash, subject to customary closing adjustments and conditions. This divestiture is expected to close during the third quarter of 2026. As of July 3, 2026, the assets associated with the facility did not meet the criteria for classification as held-for-sale, and accordingly, the Company continues to account for these assets as held-and-used.

On May 4, 2026, the Company completed the acquisition of rights to the RISC-V processor IP enterprise from Codasip s.r.o. The acquisition, which has been accounted for as a business combination, is intended to accelerate the Company's compute capabilities through acquired RISC-V cores, Codasip Studio EDA tools, supporting IP, and an organized assembled workforce. Total purchase consideration is up to $ 14.5 million in cash, including $ 1.45 million withheld and payable upon IP acceptance and completion of the contractual defect remediation period.

On July 3, 2026, the Company entered into a definitive agreement to sell a manufacturing facility in the Philippines for $ 25 million in cash, subject to customary closing adjustments and conditions. The transaction closed on October 2, 2026 and the Company received net cash proceeds of $ 24.2 million after customary closing adjustments. The Company recorded a gain on divestiture of approximately $ 3.1 million within Other income in the accompanying Consolidated Statement of Operations, after writing off the carrying value of the net assets disposed, net of cash transferred, of $ 24.3 million.

On July 7, 2026, subsequent to the end of the second quarter, the Company entered into a definitive agreement to sell its manufacturing facility in Mountain Top, PA for $ 40 million in cash, subject to customary closing adjustments and conditions, and received a $ 10 million deposit. The Company will continue operating the facility through 2027 to support the transfer transition of production to other manufacturing sites, with the sale and transfer of ownership expected to occur in by the first quarter end of 2028. 2027. As of July 3, October 2, 2026, the facility did not meet the criteria for classification as held-for-sale, and accordingly, the Company continues to account for these assets as held-and-used.

Note 5: Restructuring, Asset Impairments and Other, Net 11 changes

2 unchanged paragraphs

2026 Manufacturing Realignment Program $ 2.5 $ 16.3 $ 22.4 $ 41.2

Total $ 2.5 $ 16.3 $ 22.4 $ 41.2

For the quarter ended July 3, October 2, 2026:

2026 Manufacturing Realignment Program $ 1.5 $ 3.3 $ ( 0.2 ) $ 4.6

Total $ 1.5 $ 3.3 $ ( 0.2 ) $ 4.6

1 unchanged paragraph

2025 Manufacturing Realignment Program $ 2.9 $ 40.6 $ 5.6 $ 49.1

2024 Business Realignment ( 0.2 ) — 0.3 0.1

Total $ 2.7 $ 40.6 $ 5.9 $ 49.2

For the quarter ended July 4, October 3, 2025:

2025 Manufacturing Realignment Program $ 2.8 $ 15.8 $ 1.0 $ 19.6

Total $ 2.8 $ 15.8 $ 1.0 $ 19.6

1 unchanged paragraph

Note 6: Balance Sheet Information and Other Supplemental Disclosures 3 changes

4 unchanged paragraphs

Divestiture of a business $ ( 0.1 ) $ ( 1.0 ) $ — $ ( 1.1 )

Balances as of July 3, October 2, 2026 (1)

(1) Net of accumulated goodwill impairment losses of $ 31.9 million in the PSG reportable segment and $ 748.9 million in the AMG reportable segment as of July 3, October 2, 2026 and December 31, 2025.

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Note 7: Long-Term Debt 11 changes

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July 3, October 2, 2026 December 31, 2025

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Gross long-term debt 4,504.9 4,504.7 3,004.9

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Net long-term debt, including current maturities 4,459.4 4,463.0 2,980.5

Less: Current maturities ( 802.1 802.8 ) —

Net long-term debt $ 3,657.3 3,660.2 $ 2,980.5

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(3) Unamortized debt discount of $ 1.9 1.7 million and $ 2.5 million for the 3.875 % Notes as of July 3, October 2, 2026 and December 31, 2025, respectively.

(4) Unamortized debt issuance costs of $ 14.1 12.8 million and $ 16.5 million for the 0.50 % Notes, $ 26.0 24.7 million and $ 0.0 million for the 2031 0 % Notes , $ 2.8 1.9 million and $ 4.5 million for the 0 % Notes and $ 0.7 0.6 million and $ 0.9 million for the 3.875 % Notes, in each case as of July 3, October 2, 2026 and December 31, 2025, respectively.

Expected maturities of gross long-term debt (including current portion - see section below on 0 % Notes due 2027) as of July 3, October 2, 2026 were as follows (in millions):

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Remainder of 2026 $ 804.9 804.7

The Company was in compliance with its covenants under all debt agreements as of July 3, October 2, 2026, and expects to remain in compliance with all covenants over at least the next 12 months .

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As of July 3, October 2, 2026, based on the maturity date of the 0 % Notes, the $ 804.9 804.7 million remaining outstanding principal amount of the 0 % Notes, net of unamortized issuance costs, was classified as a current portion of long-term debt. Additionally, pursuant to the indenture governing the 0 % Notes, since the last reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days ending on July 3, October 2, 2026 was greater than or equal to $ 68.86 ( 130 % of the conversion price) on each applicable trading day, the holders have the right to surrender any portion of their 0 % Notes (in minimum denominations of $1,000 in principal amount or an integral multiple thereof) for conversion during the calendar quarter ending September 30, December 31, 2026, and only during such calendar quarter.

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Note 8: Earnings Per Share and Equity 16 changes

1 unchanged paragraph

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Dilutive effect of share-based awards 2.4 0.3 2.2 —

Quarters Ended Six Nine Months Ended

October 2, 2026 October 3, 2025 October 2, 2026 October 3, 2025

Net income (loss) for diluted earnings per share of common stock $ 226.8 313.9 $ 170.3 255.0 $ 193.4 507.3 $ ( 315.8 60.8 )

Basic weighted-average shares of common stock outstanding 390.3 414.6 392.2 418.0 389.3 406.9 391.2 414.3

Dilutive effect of share-based awards 1.8 1.1 2.0 —

Dilutive effect of convertible notes and warrants 11.7 6.2 — 7.1 6.8 —

Diluted weighted-average shares of common stock outstanding 404.4 414.9 401.5 418.0 397.3 408.0 400.0 414.3

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Basic $ 0.58 $ 0.41 $ 0.49 $ ( 0.76 )

Diluted $ 0.56 $ 0.41 $ 0.48 $ ( 0.76 )

The dilutive impact of the warrants issued concurrently with the issuance of the Convertible Notes has been included in the calculation of diluted weighted-average common shares outstanding, if applicable. The warrants become dilutive when the stock price exceeds the applicable exercise price, as shown below:

Basic $ 0.81 $ 0.63 $ 1.30 $ ( 0.15 )

Diluted $ 0.79 $ 0.63 $ 1.27 $ ( 0.15 )

Basic income (loss) per share of common stock is computed by dividing net income (loss) for basic earnings by the weighted-average number of shares of common stock outstanding during the period. To calculate the diluted weighted-average shares of common stock outstanding, the treasury stock method has been applied to calculate the number of incremental shares from the assumed issuance of shares relating to RSUs. The excluded number of anti-dilutive share-based awards was immaterial 0.9 million and 2.4 1.0 million for the quarters ended July 3, October 2, 2026 and July 4, October 3, 2025, respectively, and 0.3 0.5 million and 2.3 2.2 million for the six nine months ended July 3, October 2, 2026 and July 4, October 3, 2025, respectively, as the inclusion would have the effect of increasing the net income per common share attributable to the Company or decreasing the net loss per common share attributable to the Company.

The dilutive impacts related to the 0.50 % Notes, the 0 % Notes, and the 2031 0 % Notes (collectively, the "Convertible Notes") have been calculated using the if-converted method for the quarters and nine months ended July 3, October 2, 2026 and July 4, October 3, 2025. The Convertible Notes are repayable in cash up to the par value and in cash or shares of common stock for the excess over par value. Prior to conversion, the convertible note hedges are not considered for purposes of the earnings per share calculations as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the Convertible Notes when the stock price is above the applicable conversion price, as shown below:

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Note 9: Share-Based Compensation 24 changes

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July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Cost of revenue $ 6.8 $ 6.1 $ 13.2 $ 12.1

Research and development 6.0 6.3 13.3 12.6

Selling and marketing 4.8 4.9 9.9 9.6

General and administrative 19.8 17.1 38.3 34.0

Share-based compensation expense 37.4 34.4 74.7 68.3

Income tax benefit ( 7.9 ) ( 7.2 ) ( 15.7 ) ( 14.3 )

Quarters Ended Six Nine Months Ended

October 2, 2026 October 3, 2025 October 2, 2026 October 3, 2025

Cost of revenue $ 7.2 $ 7.8 $ 20.4 $ 19.9

Research and development 7.2 7.3 20.5 19.9

Selling and marketing 4.8 5.7 14.7 15.3

General and administrative 17.9 17.4 56.2 51.4

Share-based compensation expense 37.1 38.2 111.8 106.5

Income tax benefit ( 7.8 ) ( 8.0 ) ( 23.5 ) ( 22.4 )

Share-based compensation expense, net of tax $ 29.5 29.3 $ 27.2 30.2 $ 59.0 88.3 $ 54.0 84.1

As of July 3, October 2, 2026, the total unrecognized expected share-based compensation expense, net of estimated forfeitures, related to non-vested RSUs with service, performance and market conditions was $ 218.3 174.9 million , which is expected to be recognized over a weighted-average period of 1.8 1.6 years . Upon vesting of RSUs or stock grant awards or completion of a purchase under the ESPP, new shares of common stock are issued. The annualized pre-vesting forfeiture rate for RSUs was estimated to be 8 % for each of the quarters ended July 3, October 2, 2026 and July 4, October 3, 2025.

As of July 3, October 2, 2026 and December 31, 2025, there was an aggregate o f 26.4 26.6 million and 28.5 million s hares of common stock, respectively, available for grant under the Amended and Restated SIP.

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RSUs generally vest ratably over three years for awards with service conditions and over three or five years for awards with performance, service and market conditions, or a combination thereof, and are settled in shares of common stock upon vesting. A summary of the RSU transactions for the six nine months ended July 3, October 2, 2026 was as follows (in millions, except per share data):

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Released ( 1.8 ) 60.43

Forfeited ( 0.5 ) 60.76

Released ( 2.0 ) 60.28

Forfeited ( 0.6 ) 61.64

Non-vested RSUs at July 3, October 2, 2026

Notes to the financial statements 3 changes

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In the ordinary course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries, as required for transactions, including, but not limited to, material purchase commitments, agreements to mitigate collection risk, leases, utilities arrangements and/or customs guarantees. The Revolving Credit Facility includes $ 25.0 million available for the issuance of letters of credit, of which $ 1.6 1.9 million was outstanding as of July 3, October 2, 2026, which reduced the borrowing capacity under such facility. As of July 3, October 2, 2026, the Company also had outstanding guarantees and letters of credit outside of its Revolving Credit Facility totaling $ 6.9 million.

As part of obtaining financing in the ordinary course of business, the Company issued guarantees related to certain of its subsidiaries, which totaled $ 1.6 1.9 million as of July 3, October 2, 2026. Based on historical experience and information currently available, the Company believes that it will not be required to make payments under the standby letters of credit or guarantee arrangements for the foreseeable future.

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The Company is currently involved in a variety of legal matters that arise in the ordinary course of business. Based on information currently available, and except as otherwise disclosed herein, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, the litigation process is inherently uncertain, and the Company cannot guarantee that the outcome of any litigation matter will be favorable to the Company.

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Note 11: Fair Value Measurements 2 changes

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In connection with the Vcore acquisition in 2025, the Company is required to pay additional cash consideration upon the receipt and acceptance of specified products and the achievement of certain revenue milestones. The maximum contingent cash

The Company held $ 350.0 210.0 million and $ 400.0 million of short-term investments in time deposits as of July 3, October 2, 2026 and December 31, 2025, respectively.

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Note 12: Financial Instruments 10 changes

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As of October 2, 2026

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Cash flow hedges $ 470.3 $ 1.4 $ 13.7

Derivative instruments without hedge accounting designation:

Currency derivatives 147.6 0.6 0.4

Cash flow hedges $ 444.1 $ 8.4 $ 6.1

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Cash flow hedges and currency derivatives are measured at fair value using a discounted cash flow model based on observable forward exchange rates and credit‑adjusted discount rates, and are classified as Level 2 fair value measurements. Gains and losses on cash flow hedges and currency derivatives were immaterial for the quarters and six nine months ended July 3, October 2, 2026 and July 4, October 3, 2025.

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The Company maintains a foreign currency cash flow hedging program to reduce the risk that its U.S. dollar net cash outflows from procurement activities will be adversely affected by fluctuations in foreign currency exchange rates. The Company enters into forward contracts (principally Philippine peso, Korean won and Czech koruna) to hedge certain portions of forecasted cash flows denominated in foreign currencies. These contracts generally mature within 18 months and are designated as cash flow hedges for accounting purposes. The Company did not identify any ineffectiveness with respect to the notional amounts of the foreign currency forward contracts effective as of July 3, October 2, 2026.

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As of July 3, October 2, 2026, and the Company had no net outstanding foreign exchange contracts. As of December 31, 2025, the Company had net outstanding foreign exchange contracts that hedged existing assets and liabilities associated with transactions on its balance sheet, which were undesignated hedges for accounting purposes. Such contracts were obtained through financial institutions and were scheduled to mature within two months from the time of purchase. Management believes that these financial instruments should not subject the Company to increased risks from foreign exchange movements because gains and losses on these contracts should offset losses and gains on the underlying assets, liabilities and transactions to which they relate.

Convertible Note Hedges

The Company entered into convertible note hedges in connection with the issuance of the 0 % Notes, the 2031 0 % Notes, and 0.50 % Notes. See Note 7: ''Long-Term Debt'' for more information.

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Note 13: Income Taxes 2 changes

The Company recognizes interest and penalties accrued related to uncertain tax positions in tax expense in the Consolidated Statements of Operations and Comprehensive Income. The Company maintains a partial valuation allowance on its certain U.S. state deferred tax assets and on certain foreign net operating losses and tax credits.

As of the end of the quarter, the Company is currently was under IRS examination by the IRS for the 2022 and 2023 tax years. Subsequent to quarter-end, the IRS notified the Company that it has completed its examination. Tax years prior to 2022 are generally not subject to examination by the IRS. For state tax returns, the Company is generally not subject to income tax examinations for tax years prior to 2020. With respect to jurisdictions outside the United States, the Company is generally not subject to examination for tax years prior to 2017.

Note 14: Changes in Accumulated Other Comprehensive Loss 5 changes

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Other comprehensive loss prior to reclassifications ( 1.2 0.4 ) ( 12.0 2.1 ) ( 13.2 2.5 )

Amounts reclassified from accumulated other comprehensive loss — 1.6 1.6 0.4 0.4

1 unchanged paragraph

Balance as of July 3, 2026 $ ( 56.7 ) $ ( 10.4 ) $ ( 67.1 )

Balance as of October 2, 2026 $ ( 55.9 ) $ ( 1.7 ) $ ( 57.6 )

(1) Effects of cash flow hedges were net of tax impact of $ 2.7 0.5 million for the six nine months ended July 3, October 2, 2026.

MD&A 236 changes

You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in the 2025 Form 10-K, and our unaudited consolidated financial statements for the fiscal quarter ended July 3, October 2, 2026, which are included elsewhere in this Form 10-Q. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on expectations and assumptions as of the date of this Form 10-Q and are subject to risks, uncertainties and other factors. Actual results could differ materially because of the factors discussed below or elsewhere in this Form 10-Q. See Part II, Item 1A. "Risk Factors" of this Form 10-Q and Part I, Item 1A. "Risk Factors" of the 2025 Form 10-K.

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We believe the evolution of the automotive industry, with advancements in autonomous driving, ADAS, vehicle electrification, and increased electronics content across vehicle platforms, is reshaping the boundaries of transportation. Through sensing integration, we believe our intelligent power solutions achieve increased efficiencies compared to our peers. This integration allows lower temperature operation and reduced cooling requirements while saving costs and minimizing weight. In addition, our power solutions deliver power with less die per module, improving performance efficiency for a given battery or power capacity.

In the industrial market, our intelligent power technologies propel sustainable energy for the highest efficiency solar strings and industrial power. In the medical field, our intelligent power technologies extend the life of personal diagnostic devices, such as continuous glucose monitors. Our intelligent sensing technologies support the next generation industry through automation, allowing for smarter factories and buildings. Our intelligent power and sensing technologies are enabling robotics and humanoids.

We deliver intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety and automation across automotive, industrial and AI data center end-markets. Our intelligent power technologies enable electrified drivetrain and power management applications in the automotive industry and support efficient fast‑charging systems. Our intelligent sensing technologies enable advanced safety applications in automotive through industry‑leading performance and reliability.

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.

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").

In our other end-market, which includes AI data center products, end-market, our innovative intelligent power technologies enable power density and energy efficiency in a market in which energy needs are growing at an exponential rate, rapidly, and AI data center operators are focused on reducing energy consumption. We believe we have one of the most comprehensive portfolios of products and technologies for this market to address the complete power tree and we are well-positioned from the grid to benefit the core as next-generation power requirements of AI data center processors and racks enter is expected to increase rapidly in the market. coming years.

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.

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We are focused on increasing profitable revenue through differentiated technologies to address the high-growth megatrends in automotive, industrial, AI data center, and other markets. which include AI data centers. We continue to optimize and right-size our manufacturing footprint to align our capacity with our long-term outlook, while focusing on generating efficiencies that result in meaningful gross margin expansion and operating cash flows. We intend to achieve efficiencies in our operating and capital expenditures and invest in research and development initiatives to accelerate growth in high-margin products.

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Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Merger Agreement and the issuance of our common stock in connection with the Merger.

Pursuant to the Merger Agreement, at the Closing, onsemi will appoint one independent director, designated by onsemi from among those directors serving on the board of directors of Synaptics ("Synaptics Board") as of immediately prior to the Closing that have been proposed to onsemi by the Synaptics Board for consideration, with such selection to be made after reasonable consultation with, and reasonable consideration of the recommendations of, Synaptics.

The parties' HSR notifications were filed with the FTC and DOJ on July 17, 2026. The 30-day waiting period following the parties' filings expires at 11:59 pm, Eastern Time, on August 17, 2026, unless extended by the issuance of a Second Request or earlier terminated by the FTC and DOJ.

On June 25, 2026, we entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Sonic Acquisition Corp. and Synaptics Incorporated ("Synaptics"), pursuant to which Synaptics will become a wholly owned subsidiary of onsemi (the "Merger"). On October 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement") to, among other things, revise the Merger consideration to $123.00 per share in cash, without interest (the "Merger Consideration"). At the effective time of the Merger (the "Closing"), each outstanding share of Synaptics common stock, subject to limited exceptions set forth in the Amended Merger Agreement, will be converted into the right to receive 1.350 shares of the Company's common stock. Based on the exchange ratio, we expect Synaptics stockholders will own approximately 12% of the combined company on a pro forma basis upon closing. per-share Merger Consideration. The Amended Merger Agreement also provides for our assumption of certain Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Amended Merger Agreement.

The Merger, which is anticipated to close in mid-2027, is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, adoption of the Amended Merger Agreement by Synaptics' stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Merger.

The parties' HSR notifications were filed with the FTC and DOJ on July 17, 2026. On August 12, 2026, the FTC granted early termination of the applicable waiting period under the HSR Act with respect to the Merger.

The Amended Merger Agreement contains certain termination rights for each of us and Synaptics. In certain circumstances in which the Amended Merger Agreement is terminated, Synaptics may be required to pay us a termination fee of $235.0 million, including if the Amended Merger Agreement is terminated by us due to a change of recommendation by the Synaptics Board, or by Synaptics to enter into a more favorable third-party acquisition proposal, as more fully described in the Amended Merger Agreement. In certain circumstances in which the Amended Merger Agreement is terminated due to the failure to obtain required regulatory approvals, we may be required to pay Synaptics a termination fee of $320.0 million, as more fully described in the Amended Merger Agreement.

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During the first half of quarter and nine months ended October 2, 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.

We expect to incur total severance costs and related benefit expenses of $25.0 $26.0 million related to the termination of approximately 650 employees. Of this, approximately $2.5 $1.5 million and $22.7 $24.2 million was recognized during the quarter and six nine months ended July 3, October 2, 2026, respectively. We also recorded non-cash impairment charges of $16.3 $3.3 million and $163.3 $166.6 million during the quarter and six nine months ended July 3, October 2, 2026, respectively, related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $22.4 were $(0.2) million and $184.5 $184.3 million for the quarter and six nine months ended July 3, October 2, 2026, respectively, related to contract termination costs and other facility exit activities during the quarter ended July 3, October 2, 2026 and accelerated depreciation of leasehold improvements and accelerated amortization of ROU assets that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs during the six nine months ended July 3, October 2, 2026. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations. We also recorded $13.4 million of restructuring-related charges for the quarter ended July 3, 2026 within Cost of revenue in the Consolidated Statement of Operations.

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During the quarter ended July 3, October 2, 2026, we repurchased approximately 3.1 0.3 million shares of common stock for an aggregate purchase price of $334.7 $19.9 million. During the six nine months ended July 3, October 2, 2026, we repurchased approximately 8.8 9.1 million shares of common stock for an aggregate purchase price of $683.3 $703.2 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.

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Quarter Ended July 3, October 2, 2026 compared to the Quarter Ended July 4, October 3, 2025

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July 3, 2026 July 4, 2025 Dollar Change

Revenue $ 1,603.5 $ 1,468.7 $ 134.8

Cost of revenue 987.2 916.8 70.4

Gross profit 616.3 551.9 64.4

Research and development 140.8 143.8 (3.0)

Selling and marketing 63.3 63.3 —

General and administrative 101.9 91.2 10.7

Restructuring, asset impairments and other, net 41.2 49.2 (8.0)

Total operating expenses 357.7 358.5 (0.8)

Operating income 258.6 193.4 65.2

October 2, 2026 October 3, 2025 Dollar Change

Revenue $ 1,722.3 $ 1,550.9 $ 171.4

Cost of revenue 1,009.3 963.7 45.6

Gross profit 713.0 587.2 125.8

Research and development 145.0 141.9 3.1

Selling and marketing 66.8 62.8 4.0

General and administrative 107.8 87.3 20.5

Amortization of intangible assets 10.5 11.0 (0.5) 11.2 (0.7)

Restructuring, asset impairments and other, net 4.6 19.6 (15.0)

Total operating expenses 334.7 322.8 11.9

Operating income 378.3 264.4 113.9

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Interest expense (13.7) (17.9) 4.2

Interest income 17.4 25.2 (7.8)

Other income 8.6 1.5 7.1

Other income (expense), net 12.3 8.8 3.5

Income before income taxes 270.9 202.2 68.7

Income tax provision (43.4) (30.5) (12.9)

Net income 227.5 171.7 55.8

Interest expense (13.9) (17.7) 3.8

Interest income 17.3 22.7 (5.4)

Other income 17.6 3.6 14.0

Other income (expense), net 21.0 8.6 12.4

Income before income taxes 399.3 273.0 126.3

Income tax provision (84.9) (17.7) (67.2)

Net income 314.4 255.3 59.1

Less: Net income attributable to non-controlling interest (0.7) (1.4) 0.7 (0.5) (0.3) (0.2)

Net income attributable to ON Semiconductor Corporation $ 226.8 313.9 $ 170.3 255.0 $ 56.5 58.9

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PSG $ 829.0 51.7 % $ 698.2 47.5 % $ 130.8

AMG 545.7 34.0 % 555.9 37.9 % (10.2)

ISG 228.8 14.3 % 214.6 14.6 % 14.2

Total $ 1,603.5 100.0 % $ 1,468.7 100.0 % $ 134.8

PSG $ 598.7 60.6 % $ 517.4 56.4 % $ 81.3

AMG 254.5 25.8 % 274.1 29.9 % (19.6)

ISG 134.0 13.6 % 125.3 13.7 % 8.7

Total $ 987.2 100.0 % $ 916.8 100.0 % $ 70.4

PSG $ 230.3 27.8 % $ 180.8 25.9 % $ 49.5

AMG 291.2 53.4 % 281.8 50.7 % 9.4

ISG 94.8 41.4 % 89.3 41.6 % 5.5

Total $ 616.3 38.4 % $ 551.9 37.6 % $ 64.4

Quarter Ended July 3, October 2, 2026 As a % of Total Quarter Ended July 4, October 3, 2025 As a % of Total Dollar Change

PSG $ 889.9 51.6 % $ 737.6 47.6 % $ 152.3

AMG 597.3 34.7 % 583.3 37.6 % 14.0

ISG 235.1 13.7 % 230.0 14.8 % 5.1

Total $ 1,722.3 100.0 % $ 1,550.9 100.0 % $ 171.4

PSG $ 550.2 54.5 % $ 527.4 54.7 % $ 22.8

AMG 297.6 29.5 % 287.2 29.8 % 10.4

ISG 161.5 16.0 % 149.1 15.5 % 12.4

Total $ 1,009.3 100.0 % $ 963.7 100.0 % $ 45.6

PSG $ 339.7 38.2 % $ 210.2 28.5 % $ 129.5

AMG 299.7 50.2 % 296.1 50.8 % 3.6

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and 156 more changes in the filing

Controls and procedures 2 changes

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We also carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended July 3, October 2, 2026.

There have been no changes to our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended July 3, October 2, 2026 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 13 changes

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On June 25, 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 expiration or early termination of the applicable waiting period under the HSR Act, and the approval of the Merger under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of certain jurisdictions prohibiting the Merger, (4) the effectiveness of the registration statement pursuant to which shares of onsemi common stock to be issued in the Merger will be registered with the SEC, (5) the approval for listing on Nasdaq of shares of onsemi common stock to be issued in the Merger, (6) the accuracy of the other party's representations and warranties, subject to certain standards set forth in the Merger Agreement, (7) (5) compliance in all material respects with the other party's covenants and other obligations under the Merger Agreement, (8) and (6) the absence of a continuing material adverse effect with respect to each of onsemi and Synaptics. and (9) the receipt by each party of customary closing tax opinions regarding the intended tax treatment of the Merger. 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.

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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.

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Various consents, clearances, approvals, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), from certain regulatory and governmental authorities in the United States and certain other jurisdictions are included in the Merger Agreement as conditions to completing the proposed Merger. Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or governmental entities, the Company and Synaptics. Such conditions, any such negotiations and the process of obtaining such regulatory approvals, consents or clearances, including any potential changes to the terms of the Merger, could have the effect of delaying or preventing consummation of the proposed Merger.

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The anticipated benefits we expect from the Merger are based on projections and assumptions regarding Synaptics and our combined company's future performance, which may not materialize as expected or which may prove to be inaccurate. In addition, Synaptics' business may not perform as expected during the pendency of the Merger due to, among other factors, restrictions on Synaptics' interim operations under the Merger Agreement, challenges in retaining and attracting key employees, and uncertainty in its relationships with customers, suppliers, partners and other business counterparties. Synaptics has experienced and may continue to experience departures of key employees during the pendency of the Merger. Any such developments could adversely affect the business and financial performance of the combined company and reduce or delay the anticipated benefits of the Merger.

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While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger and could have the effect of delaying or preventing other strategic transactions. Although we may be able to pursue such activities with Synaptics's consent (and Synaptics is required not to unreasonably withhold such consent), there is no guarantee that Synaptics will provide us with the necessary consent. In addition, repurchases of our common stock during the pendency of the Merger may be subject to restrictions under applicable law. As a result, we may determine or be required to suspend or limit repurchases under our New Share Repurchase Program during the pendency of the Merger. These limitations may prevent us from repurchasing shares of our common stock at times or prices that we would otherwise consider attractive.

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The treatment of Synaptics' indebtedness in connection with the Merger may involve repayment or assumption by us of substantial indebtedness, which could reduce our flexibility to operate our business and negatively affect our financial condition. and could result in dilution to our stockholders.

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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.

Synaptics has outstanding 4.000% Senior Notes due 2029 (the "Synaptics Senior Notes"). At our request and at our sole cost and expense, Synaptics must use reasonable best efforts to exercise its right to redeem, discharge, defease, or make an offer to repurchase the Synaptics Senior Notes in accordance with their terms, with any such redemption, discharge, defeasance, or repurchase to be effective at the effective time of the Merger or such later time as we may request. In connection with the Merger, we currently intend to cause Synaptics to redeem and/or discharge the Synaptics Senior Notes. In addition, the Amended Merger Agreement requires Synaptics to use its reasonable best efforts to deliver to us an executed payoff letter with respect to Synaptics' existing $350 million senior secured revolving credit facility with Wells Fargo Bank, National Association, together with all related lien release documentation necessary to effect the release of any liens related to such facility.

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The repayment, redemption and/or discharge of Synaptics' existing indebtedness, our assumption of settlement obligations under the Synaptics Convertible Notes, and any dilution resulting from future conversions of the Synaptics Convertible Notes could have material and adverse effects on our business, operating results and financial condition, including, among other things:

In addition, Synaptics has outstanding 0.75% Convertible Senior Notes due 2031 (the "Synaptics Convertible Notes"). Following completion of the Merger, the Synaptics Convertible Notes will, pursuant to a supplemental indenture, become convertible into shares of our common stock cash rather than shares of Synaptics common stock. As the Merger will constitute a result, any future conversion of "Make-Whole Fundamental Change" under, and as defined in, the indenture governing the Synaptics Convertible Notes may, depending on (the settlement method, result in the issuance "Synaptics Convertible Notes Indenture"), holders of the Synaptics Convertible Notes will be able to convert their Synaptics Convertible Notes during a significant number window after the closing date of the Merger and receive additional shares cash conversion consideration based on the make-whole table contained in the Synaptics Convertible Notes Indenture. Any conversions of our common stock, the Synaptics Convertible Notes will result in cash payments to the holders thereof, which may will only be partially offset by the capped call transactions entered into by Synaptics concurrently with the issuance of the Synaptics Convertible Notes. Any such issuances of shares of our common stock would dilute The ownership interests repayment, redemption and/or discharge of our Synaptics' existing stockholders. indebtedness could have material and adverse effects on our business, operating results and financial condition, including, among other things:

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• diluting the ownership interests of our existing stockholders as a result of any future conversion of the Synaptics Convertible Notes into shares of our common stock; and

• limiting our ability to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures or other purposes; and

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Forward-looking statements 1 change

This Quarterly Report on Form 10-Q includes "forward-looking statements," as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or incorporated in this Form 10-Q could be deemed forward-looking statements, particularly statements about our plans, strategies, prospects and our proposed acquisition of Synaptics and the treatment of Synaptics' existing indebtedness following the closing of the proposed acquisition under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," "anticipates," "should" or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements.

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Unregistered sales of stock 8 changes

The following table provides information regarding repurchases of our common stock during the quarter ended July 3, October 2, 2026:

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April 4, 2026 - May 1, 2026 — $ — — $ 5,654.4

May 2, 2026 - May 29, 2026 3,138,218 105.77 3,138,218 5,322.4

Total 3,138,218 $ 105.77 3,138,218

May 30, July 4, 2026 - July 3, 31, 2026 — $ — — $ 5,322.4

August 1, 2026 - August 28, 2026 155,504 73.16 155,504 5,311.1

August 29, 2026 - October 2, 2026 116,628 73.13 116,628 5,302.5 (1) These time periods represent our fiscal month start and end dates for the second third quarter of 2026.

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We repurchased 3.1 0.3 million shares of the Company's common stock under the New Share Repurchase Program during the quarter ended July 3, October 2, 2026. As of July 3, October 2, 2026, the authorized amount remaining under the New Share Repurchase Program was approximately $5.3 billion.

Other information 2 changes

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• Sudhir Gopalswamy , our Group President, ISG and AMG , adopted a Rule 10b5-1 trading arrangement on May 14, 2026 . Under this arrangement, a total of 15,578 shares of our common stock may be sold, subject to certain conditions, before the plan expires on May 14, 2027 .

During the quarter ended July 3, October 2, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K). except as follows:

Exhibits 7 changes

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4.1 Indenture, dated as of May 11, 2026, among ON Semiconductor Corporation, the guarantors party thereto and Computershare Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 12, 2026)

4.2 Form of 0% Convertible Senior Note due 2031 (included in Exhibit 4.1 )

10.1 Form of Confirmation for Convertible Note Hedges (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 12, 2026)

10.2 Form of Confirmation for Warrants (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated May 12, 2026)

2.1 Amended and Restated Agreement and Plan of Reorganization, Merger, dated as of June 25, October 1, 2026, by and among ON Semiconductor Corporation, Sonic Acquisition Corp. and Synaptics Incorporated (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated June 25, October 1, 2026) †

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)

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Date: August 3, November 2, 2026 By: /s/ THAD TRENT

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