Short answer
ON Semiconductor (ON) filed an 8-K current report with the SEC on June 25, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). onsemi agreed to acquire Synaptics in an all-stock merger at a 1.350 onsemi-share exchange ratio.
ON Semiconductor 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- onsemi agreed to acquire Synaptics in an all-stock merger at a 1.350 onsemi-share exchange ratio
- Synaptics equityholders expected to own approximately 12% of the combined company, creating dilution for existing onsemi holders
- Closing targeted for mid-2027, subject to Synaptics stockholder approval, antitrust clearances, SEC registration, and other conditions
- Synaptics will delist from Nasdaq, while onsemi will appoint one independent Synaptics director
- Deal protections include a $235 million Synaptics termination fee and a $320 million onsemi regulatory termination fee
Item 8.01 · Other Events
- Onsemi and Synaptics executed a merger agreement on June 25, 2026, initiating a proposed business combination
- Transaction requires regulatory approvals and Synaptics stockholder approval before closing
- Key execution risks include litigation, integration costs, personnel retention, competitive responses, and failure to realize expected synergies
- Onsemi will file an S-4 registration statement containing Synaptics’ proxy statement and onsemi’s prospectus
- Investors should await disclosed merger consideration, closing conditions, financing, and pro forma financial impacts in the S-4 and proxy materials
Item EX-99.1 · Exhibit EX-99.1
- All-stock Synaptics acquisition valued at approximately $7 billion, with 1.350 ON shares per SYNA share and approximately 19% premium
- Synaptics shareholders expected to own approximately 12% of onsemi after closing, creating dilution for existing ON shareholders
- Strategic expansion into Edge AI, connectivity and human-machine interfaces, increasing projected 2030 TAM by $30 billion to $243 billion
- Management targets $200 million annual synergies and non-GAAP EPS accretion within 18 months of closing
- Mid-2027 closing target remains subject to Synaptics shareholder and regulatory approvals, leaving execution and integration risk
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