{"url_path":"/sec/on/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1097864/0001140361-26-026395-index.html","accession_number":"0001140361-26-026395","cik":"0001097864","ticker":"ON","issuer_name":"ON SEMICONDUCTOR CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1097864/0001140361-26-026395-index.html","primary_entity_key":"0001097864","primary_entity_name":"ON SEMICONDUCTOR CORP"},"word_count":2504,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nAgreement and Plan of Reorganization\n\nOn June 25, 2026, ON Semiconductor Corporation (“onsemi”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”),\n\nby and among onsemi, a Delaware corporation, Sonic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of onsemi (“Merger Sub”), and Synaptics Incorporated, a Delaware corporation (“Synaptics”). Pursuant to the\nMerger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Synaptics (the “Merger”), with Synaptics surviving the Merger as a wholly owned subsidiary of onsemi.\nCapitalized terms used but not defined herein have the meanings specified in the Merger Agreement.\n\nonsemi’s Board of Directors has unanimously approved the Merger Agreement and the issuance of common stock, par value $0.01 per share, of onsemi (“onsemi\n\nCommon Stock”) in connection with the Merger.\n\nMerger Consideration\n\nAt the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Synaptics (“Synaptics\n\nCommon Stock”) outstanding immediately prior to the Effective Time (other than shares held by Synaptics, any Synaptics subsidiary, onsemi, any onsemi subsidiary, or Merger Sub, which will be cancelled) will be converted into the right to\nreceive a number of validly issued, fully paid and non-assessable shares of onsemi Common Stock, equal to 1.350 (the “Exchange Ratio”) (the “Merger Consideration”). No fractional shares of onsemi Common Stock will be issued in the\nMerger, and Synaptics stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement. No appraisal, dissenters’ or similar rights will be available to holders of Synaptics Common Stock under applicable law,\nincluding Section 262 of the DGCL, in connection with the Merger.\n\nIf the Merger is consummated, Synaptics Common Stock will be delisted from the Nasdaq Stock Market LLC (“Nasdaq”) and deregistered under the\nSecurities Exchange Act of 1934, as amended. The Exchange Ratio is expected to result in Synaptics equityholders owning approximately 12% of the combined company on a pro forma basis following the closing of the transactions contemplated by the\nMerger Agreement (the “Closing”).\n\nTreatment of Synaptics Equity Awards\n\nPursuant to the Merger Agreement, at the Effective Time, each Synaptics restricted stock unit (“Synaptics RSU Award”) that is outstanding but\nnot vested immediately prior to the Effective Time and held by an individual who, immediately after the Effective Time, constitutes an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a restricted\nstock unit award denominated in shares of onsemi Common Stock, covering a number of shares of onsemi Common Stock equal to the product, rounded to the nearest whole number, of the number of shares of Synaptics Common Stock underlying such Synaptics\nRSU Award multiplied by the Exchange Ratio, subject to the same terms and conditions as applied immediately prior to the Effective Time. Each Synaptics RSU Award that is (A) vested but not yet settled as of immediately prior to the Effective Time,\n(B) by its terms becomes vested in connection with the Closing or (C) is held by a non-employee member of Synaptics’s board of directors (the “Synaptics Board”) as of immediately prior to the Effective Time will be cancelled, and the former\nholder will have the right to receive an amount of Merger Consideration equal to the product of the Exchange Ratio and the applicable number of shares of Synaptics Common Stock subject to such award.\n\nEach Synaptics performance stock unit (“Synaptics PSU Award”) that is outstanding but not vested immediately prior to the Effective Time and\nheld by an individual who, immediately after the Effective Time, constitutes an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a performance-based stock unit award denominated in shares of onsemi\nCommon Stock, covering a number of shares of onsemi Common Stock equal to the product, rounded to the nearest whole number, of the number of shares of Synaptics Common Stock underlying such Synaptics PSU Award multiplied by the Exchange Ratio,\nsubject to the same terms and conditions as applied immediately prior to the Effective Time, except that for purposes of determining the number of shares of Synaptics Common Stock subject to each such converted Synaptics PSU Award, the applicable\nperformance conditions for Synaptics PSU Awards for which the performance period has not yet closed will be deemed satisfied at target level, subject only to the time-based vesting conditions. Each Synaptics PSU Award that is (A) vested but not yet\nsettled as of immediately prior to the Effective Time, (B) by its terms becomes vested in connection with the Closing or (C) is held by a non-employee member of the Synaptics Board as of immediately prior to the Effective Time will be cancelled,\nand the former holder will have the right to receive an amount of Merger Consideration equal to the product of the Exchange Ratio and the applicable number of shares of Synaptics Common Stock subject to such award, determined as if the performance\nconditions were satisfied at target level for Synaptics PSU Awards for which the performance period has not yet closed.\n\nEach Synaptics market stock unit (“Synaptics MSU Award”) that is outstanding immediately prior to the Effective Time, which constitutes a\nNon-Vested MSU, and is held by an individual who, immediately after the Effective Time, constitutes an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a restricted stock unit award denominated in\nshares of onsemi Common Stock, covering a number of shares of onsemi Common Stock equal to the product, rounded to the nearest whole number, of the number of shares of Synaptics Common Stock underlying such Synaptics MSU Award (with such number\ndetermined based on actual performance of the performance conditions applicable to such Synaptics MSU Award as of immediately before the Closing) multiplied by the Exchange Ratio, and otherwise subject to the same terms and conditions as applied\nimmediately prior to the Effective Time. Each Synaptics MSU Award that is (A) vested but not yet settled as of immediately prior to the Effective Time, (B) by its terms becomes vested in connection with the Closing or (C) is held by a non-employee\nmember of the Synaptics Board as of immediately prior to the Effective Time will be cancelled, and the former holder thereof will have the right to receive an amount of Merger Consideration equal to the product of the applicable number of shares of\nSynaptics Common Stock subject to such award, determined based on actual performance of the applicable performance conditions as of immediately before the Effective Time and the Exchange Ratio.\n\nIf the treatment specified in the Merger Agreement for a non-U.S. grantee would be otherwise prohibited, subject to onerous regulatory requirements,\nor subject to adverse tax treatment under applicable law, onsemi may provide compensation equivalent in value to the non-U.S. grantee in the form of a cash payment, reduced by applicable taxes, or a new equity award, as reasonably determined by\nonsemi in consultation with Synaptics.\n\nGovernance\n\nAt the Closing, onsemi will appoint one independent director, designated by onsemi from among those directors serving on the Synaptics Board as of\nimmediately prior to the Effective Time that have been proposed to onsemi by the Synaptics Board for consideration.\n\nClosing Conditions\n\nCompletion of the Merger is subject to certain customary closing conditions, including, among other things, (1) the adoption of the Merger Agreement\nby 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\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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\nMerger, (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 U.S. Securities and Exchange Commission (the “SEC”), (5) the approval for\nlisting 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) compliance in all material\nrespects with the other party’s covenants and other obligations under the Merger Agreement, (8) 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\ntax opinions regarding the intended tax treatment of the Merger. The parties anticipate the transaction to close in mid-2027.\n\nNo Solicitation; Board Recommendation\n\nSynaptics has agreed not to (a) solicit proposals relating to alternative acquisition transactions or (b) enter into discussions or negotiations or\nprovide non-public information in connection with any proposal for an alternative acquisition transaction from a third party, subject to certain exceptions to permit the Synaptics Board to comply with its fiduciary obligations. Synaptics has\nfurther agreed to cease and cause to be terminated any existing discussions or negotiations, if any, with regard to alternative acquisition transactions. However, subject to the conditions specified in the Merger Agreement, prior to receipt of the\nRequired Synaptics Stockholder Vote, the Synaptics Board may consider and ultimately change its recommendation with respect to, and may terminate the Merger Agreement in response to, an unsolicited, bona fide acquisition proposal that the Synaptics\nBoard determines in good faith constitutes a Superior Proposal, subject to customary match rights. The Synaptics Board may also change its recommendation in response to an Intervening Event.\n\nTermination and Fees\n\nThe Merger Agreement may be terminated under certain circumstances, including (1) by either onsemi or Synaptics if the Merger is not completed by\nJune 25, 2027, which date may be extended for up to three periods of three months each, in each case under certain circumstances (the “End Date”), (2) by either onsemi or Synaptics if any court or governmental authority of a specified\njurisdiction has issued a final non-appealable order or injunction prohibiting the Merger, (3) by onsemi prior to the Required Synaptics Stockholder Vote if the Synaptics Board fails to include in its proxy statement its recommendation to its\nstockholders to vote in favor of the adoption of the Merger Agreement or changes its recommendation, (4) by Synaptics prior to the Required Synaptics Stockholder Vote in order to accept a Superior Proposal (subject to payment of a termination fee,\ndescribed below), (5) by either onsemi or Synaptics if Synaptics fails to receive the Required Synaptics Stockholder Vote at its stockholder meeting (including any adjournments and postponements thereof), or (6) by either party if the other party\nmaterially breaches its covenants, or breaches its representations and warranties, in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure\nthe breach. onsemi and Synaptics may also terminate the Merger Agreement by mutual written consent.\n\nUpon termination of the Merger Agreement, Synaptics, under specified circumstances, including termination by Synaptics to accept a Superior Proposal\nor by onsemi following a change in recommendation by the Synaptics Board, will be required to pay onsemi a termination fee of $235,000,000. Additionally, onsemi, under specified circumstances, including termination following an injunction arising\nin connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the End Date, will be required to pay Synaptics a regulatory termination fee of\n$320,000,000.\n\nOther Terms of the Merger Agreement\n\nThe Merger Agreement contains customary representations, warranties and covenants made by each of the parties, including, among others, covenants\nregarding the conduct of onsemi’s and Synaptics’s businesses during the pendency of the transaction, the making of certain public disclosures and other matters as described therein. Subject to the terms and conditions of the Merger Agreement, the\nparties 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\nregulatory approvals necessary to complete the Merger.\n\nThe foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of\nthe Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, which is incorporated herein by reference. A copy of the Merger Agreement has been included to provide onsemi stockholders and other security holders with information\nregarding its terms and is not intended to provide any factual information about onsemi, Synaptics, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement have been made solely for\npurposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by onsemi stockholders or other security holders, but\nrather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the\nnegotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material\nby onsemi stockholders or other security holders. onsemi stockholders and other security holders are not third-party beneficiaries under the Merger Agreement (except under limited circumstances as set forth in the Merger Agreement) and should not\nrely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of onsemi, Synaptics, Merger Sub or their respective affiliates. Moreover, information concerning the\nsubject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in onsemi’s public disclosures. onsemi acknowledges that, notwithstanding the\ninclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report\non Form 8-K not misleading. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, onsemi, Synaptics, Merger Sub, their respective affiliates\nand their respective businesses, that will be contained in, or incorporated by reference into, the registration statement on Form S-4 and proxy statement/prospectus that onsemi and Synaptics will file, as applicable, as well as in the Annual\nReports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that onsemi will make with the SEC."}