ON Semiconductor (ON) 10-K risk factor changes: FY2025 vs FY2024

If any of the following trends, risks or uncertainties [removed: actually] occurs or continues, our business, financial condition or operating results could be materially and adversely affected, the trading price of our securities could decline, and you could lose all or part of your investment.

As a result of this interdependence, an operational disruption at a [added: single] facility may have a disproportionate impact on our ability to produce many of our products.

In the event of [removed: a disruption at any] such [removed: facility,] [added: a disruption,] we may be unable to effectively source replacement components on acceptable terms from qualified third parties, in which case our ability to produce many of our products could be materially disrupted or delayed.

Our agreements with these [removed: manufacturers] [added: suppliers] typically require us to commit to purchase [added: goods or] services based on forecasted product needs, which may be inaccurate, and, in some cases, require longer-term commitments.

Our business operations, productivity and customer relations could be materially adversely affected if these contractual relationships were disrupted or terminated, the cost of such services increased significantly, the quality of the services [removed: provided] deteriorated or our forecasted needs proved to be materially incorrect.

[removed: Shortages] [added: However, shortages] could occur in various essential raw materials, and if we are unable to obtain adequate supplies of raw materials in a timely manner, the costs of our raw materials increase significantly, their quality deteriorates or they give rise to compatibility or performance issues in our products, our results of operations could be materially adversely affected.

Our manufacturing efficiency is contingent upon the operations of these interdependent processes and will continue to be an important factor in our future profitability, and there can be no assurance that we will be able to maintain our manufacturing efficiency, increase our manufacturing efficiency to the same extent as our [removed: competitors,] [added: competitors when facing an increased demand,] or be successful in our manufacturing rationalization plans.

For example, public health crises may cause disruption to our domestic [removed: and international operations.]

[added: Any associated worker absenteeism, quarantines] and [added: restrictions on certain of our employees’ ability to perform their jobs, office and] factory closures or restrictions, labor shortages, disruptions to ports and other shipping infrastructure, border closures and/or other travel or health-related restrictions could, depending on the magnitude of such effects on our manufacturing activities (or activities of our suppliers, third-party distributors or sub-contractors), cause disruption and delay to our supply chain, manufacturing and product shipments.

Further, if we need to rapidly increase our business and manufacturing capacity to meet increases in demand or expedited shipment schedules, this could strain our manufacturing and supply chain [removed: operations,] [added: operations] and negatively impact our working capital.

We may be unable to implement certain business strategies and restructuring initiatives and [removed: any issue with] the pursuit of such strategies and initiatives could materially adversely affect our business and results of operations.

We may from time to time determine to implement business strategies and restructuring [removed: initiatives in order to remain competitive.][added: initiatives.]

Because our strategies and restructuring activities may involve changes to many aspects of our business, including the location of our production facilities and personnel and the potential exit of certain product lines and businesses, our ability to successfully [removed: do so] [added: execute these activities] depends on a number of factors, many of which are outside of our control.

[removed: For example,] [added: Furthermore,] in [removed: light] [added: pursuit] of our goal to achieve net zero emissions by 2040, [added: or in response to future customer or investor expectations and regulatory requirements,] we may take [added: certain] actions [removed: to pursue our goal of generating net-zero emissions] that may result in material expenditures that could impact our financial condition or results of operations and/or [removed: could] disrupt our existing operations.

Furthermore, [added: any adjustments we make to] our [removed: increased investment in] manufacturing [removed: capacity (including increased] [added: capacity, whether in response to customer demand or based on business strategy (such as increasing] investment in capacity for [removed: SiC-based] [added: new] products and [removed: technology), while concurrently] [added: technology or] divesting [removed: other] non-strategic [removed: operations,] [added: operations),] may adversely impact our existing [removed: operations,] [added: operations or our customer relationships,] require additional management time and effort to implement successfully, [removed: and] [added: and, in the case of capacity expansion,] lead to higher than anticipated capital expenditures.

There are inherent execution risks in expanding [added: or right-sizing] production capacity, whether at one of our own factories or at a [removed: third party] [added: third-party factory] that we utilize, all of which could increase our costs and negatively impact our operating results.

To the extent that [removed: we] [added: our strategy or restructuring initiatives] do not [removed: achieve the] [added: enhance our] profitability [removed: enhancement] or [added: yield] other anticipated [removed: benefits of strategy or restructuring initiatives,] [added: benefits,] our results of operations may be materially adversely affected.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to [added: market enhanced technologies and products.]

In addition, design wins do not guarantee that we will make customer sales or generate sufficient revenue to recover design and development investments, realize a return on the capital expended or achieve expected gross margins, as expenditures for technology and product development are generally [removed: made before the commercial viability for such developments can be assured.]

To the extent that we underinvest in our research and development efforts, fail to recognize the need for innovation with respect to our products, or our investments and capital expenditures in research and development do not lead to sales of new products, we may be unable to bring to market technologies and products attractive to [removed: customers,] [added: customers] and [removed: so] our business, financial condition and results of operations may be materially adversely affected.

If we cannot advance our process technologies or improve our production efficiencies to a degree sufficient to maintain required margins, we will [removed: no longer] [added: not] be able to make a profit from the sale of older products.

Consolidation among competitors and integration among customers could erode our market share, impair our capacity to compete and require us to restructure [added: our] operations, any of which could have a material adverse effect on our business.

If we are unable to access such funding or incentives, or if [added: any awards or incentives we do receive are reduced, terminated or clawed back, or if] our competitors receive more funding or incentives than we do, we may be at a disadvantage in developing and producing new or improved products or technologies, which could adversely affect our market share, revenue [added: and profitability.]

A significant portion of our sales are [added: made] to customers within the automotive industry and the industrial [removed: sector] [added: sector,] and the demand for our products depends in part on the market conditions in these end-markets.

Sales into the automotive and industrial end-markets represented approximately [removed: 55%] [added: 51%] and [removed: 25%] [added: 28%] of our revenue, respectively, for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: The automotive industry is cyclical and the industrial sector tends to thrive during a time of economic expansion, and, as] [added: As] a result, our customers in each end-market are sensitive to changes in general economic conditions, inflationary pressure, [removed: increases] [added: changes] in interest rates, disruptive innovation and end-market preferences, [added: any of] which can adversely affect sales of our products and, correspondingly, our results of operations.

Changes in demand in these end-markets [added: (such as fluctuations in demand for EVs),] or changes that have the potential to disrupt sales activities to customers in these end-markets, can significantly impact our operating results.

Further, to the extent we have long-term supply agreements with our customers [removed: in multiple end-markets which includes] [added: that include] fixed pricing, we could be subject to fluctuating manufacturing costs that could negatively impact our profitability.

We rely on distributors to grow and develop their customer base and anticipate customer needs, and any lack of [added: or underperformance in] such actions by our distributors may adversely affect our results of operations.

[removed: In turn,] [added: Accordingly,] distributors could reduce their sales efforts for our products or choose to terminate their representation of us.

In addition, in the event a distributor were to face financial difficulty, experience significant operational disruptions or terminate its operations, our [removed: revenue] [added: revenue, cash flow,] and results of operations may be adversely affected.

Furthermore, if a significant distributor terminates its operations or [removed: were to merge] [added: merges] with another distributor, we may be more reliant and dependent on the distribution network of our remaining distributors.

Changes in, and the regulatory implementation of, tariffs or other government trade policies or [removed: political] [added: geopolitical] conditions could reduce demand for our products, limit our ability to sell our products to certain customers or our ability to comply with applicable laws and regulations, which may materially adversely affect our business and results of operations.

[removed: For example, a significant trade disruption, additional tariffs, trade protection measures, export or import regulations or other restrictions imposed related to our business and] [added: In addition,] the [removed: related] [added: global] geopolitical uncertainty [removed: between the United States, China, Canada, Mexico and other] [added: or escalation of geopolitical tensions involving] countries [added: where we] or [added: our suppliers operate or] any retaliatory actions from such governments could have a material adverse effect on our business and results of operations.

The U.S. Department of Commerce [removed: could in the future] [added: may] add additional Chinese companies to its restricted entity list or unverified list [removed: or] [added: and regulatory bodies of either country may] take other actions that could expand licensing requirements or otherwise impact the market for our products and our revenue.

These rules may require us to apply for and obtain additional export licenses to supply certain of our products to customers in China, and there is no assurance that we will be issued licenses that we apply for [removed: on a timely basis or at all.]

To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of [added: operations may be materially adversely affected.]

Our power technologies [removed: used] [added: designed] for AI [added: use] may not capture market share as expected, and issues related to the responsible use of AI may adversely affect our business.

Our extensive range of power technologies are used to help power AI [removed: and related] data centers and we expect this part of our business to grow.

The emergence of big data and new tools such as machine learning and AI that capitalize on the availability of large data sets is leading semiconductor manufacturers to pursue new products and approaches, and there is [removed: an] intense competition to capture [removed: market] [added: a] share [removed: in] [added: of] this emerging market.

and international operations.

made before the commercial viability for such developments can be assured.

Developing and selling new products or expanding sales to new customers, including government entities, may subject us to additional regulations and legal obligations.

Our failure to comply with such requirements could increase our operational risks and reduce our competitiveness.

Our gross margins may fluctuate across time periods and operating segments and could experience volatility or downward pressure due to a variety of factors.

The automotive industry is cyclical and the industrial sector tends to thrive during a time of economic expansion.

We had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the years ended 2025 and 2024, respectively, across all reportable segments.

Although we are not dependent on any single customer, a significant disruption in key customer relationships could adversely affect our business.

Further, we could experience fluctuations in our customer base or the mix of revenue by customer or end-market, as markets and strategies evolve.

on a timely basis or at all.

In addition, if AI-related technologies fail to achieve the effectiveness or adoption levels currently anticipated, including due to insufficient available power or other utilities, or if our customers delay or scale back their AI deployments, demand for our AI-related products and solutions and returns on associated investments could be materially lower than we currently expect.

Further, because AI has become the focus of significant societal and regulatory debate, including concerns about safety, bias, misuse and environmental impact, our association with AI infrastructure could expose us to reputational harm, stakeholder criticism or increased regulatory scrutiny, even if we do not control the design or use of AI systems that incorporate our products.

In addition, compliance with evolving government regulations worldwide related to AI may increase the costs related to the development of AI products and solutions and limit global adoption, which may also adversely impact demand for our AI-related products and solutions.

We are exposed to risks related to the use of AI tools by us and others.

We are increasingly incorporating AI tools and capabilities into our business operations where we believe appropriate, which may subject us to significant competitive, legal, regulatory and other risks.

There can be no assurance that our use of AI tools will enhance our business operations or result in a benefit to us.

Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI.

Additionally, there could be adverse impacts from inaccurate or flawed algorithms.

Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company data.

The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.

Specific elements of our compensation programs may not be competitive with those of

We have sizeable operations in the Asia/Pacific region and Europe and, although a majority of our revenue is denominated in U.S. dollars, a significant portion of our cost of revenue and operating expenses are payable in foreign currencies.

acquire non-infringing technologies; discontinue the use of certain processes; or obtain licenses, which may not be available on reasonable terms, to continue the use, development and/or sale of the allegedly infringing technologies.

craft sophisticated cybersecurity attacks.

produced in the semiconductor manufacturing process.

For example, a number of domestic and foreign jurisdictions regulate, or may seek to regulate, the use of a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are currently used in our products or the manufacture of some of our products, which may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products or suitable alternatives.

- changes in United States and international environmental or health and safety laws, regulations or policies, especially those implemented with immediate effect;

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “OBBBA”).

While we are subject to the Corporate Alternative Minimum Tax (“CAMT”), we currently have no CAMT liability.

However, future changes in our financial results, business operations, or the interpretation and implementation of the OBBBA could result in a CAMT liability in subsequent periods.

The expectations of our stakeholders with respect to corporate social and environmental matters are not uniform and can change rapidly.

Our

enable us to make payments in respect of our indebtedness.

There is also no assurance that we will be able to refinance the Outstanding Notes on favorable terms, or at all.

The option counterparties or their respective

Holders of our common stock should be aware that repurchases of our common stock under any repurchase plan then in effect are discretionary and may be suspended or discontinued at any time for any reason regardless of our financial position.

We have in the past and could in the future experience period-to-period fluctuations in operating results due to general industry or economic conditions.

These macroeconomic and global financial risks could also negatively impact the value and liquidity of our investment portfolio.

Any associated worker absenteeism, quarantines and restrictions on certain of our employees’ ability to perform their jobs, office

In relation to production of SiC-based products and manufacturing at EFK and at our facilities in Hudson, New Hampshire, the Czech Republic and South Korea, we may face challenges or risks related to: increased capital spending and long-term capital expenditure commitments, installing and qualifying new manufacturing equipment, meeting planned process yields, maintaining suitable quality control and educating or providing employees with the requisite know-how to operate the processes at our expanded manufacturing facilities.

In addition, to streamline our operations and for efficiency purposes, we are pursuing a number of actions, including the outsourcing of certain internal business processes and the deployment of enhanced end-to-end digital processes (which, in some cases, include the use of AI) for certain business use cases.

Such opportunities for improvement and enhanced productivity bring risks associated with managing change, transition costs, and the potential for reduced productivity or user error, in addition to those risks specific to each new process.

market enhanced technologies and products.

Our gross margins vary due to a variety of factors.

and profitability.

operations may be materially adversely affected.

We have sizeable sales and operations in the Asia/Pacific region and Europe, and a significant amount of this business is transacted in currency other than U.S. dollars.

In addition, while a significant percentage of our cash is generated outside the United States, many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the United States in U.S. dollars.

adversely impact our business.

adequately monitor their performance, could result in our inability to achieve expected efficiencies and result in additional costs to correct errors made by such service providers.

- changes in United States and international environmental or health and safety laws, regulations or policies, including, but not limited to, future laws or regulations imposed in response to climate change concerns and conflict minerals;

If

In addition, other factors or events, such as changes to our operating structure, strategy and investment decisions, could also increase our future effective tax rate or affect our tax obligations and ultimately reduce our cash flow from operating activities.

Beginning in 2026, the effective rate for FDII increases from 13% to 16%.

Additionally, if U.S. rates increase and/or the FDII deduction is eliminated or reduced, our provision for income taxes, results of operations, and cash flows could be adversely (potentially materially) affected.

Furthermore, in light of our goal to achieve net zero emissions by 2040, future customer or investor expectations and regulatory requirements, we may take actions to pursue our goal of generating net-zero emissions or to alter our processes that may result in material expenditures that could impact our financial condition or results of operations and/or disrupt our existing operations.

borrowings under those facilities, which could materially adversely affect our business and results of operations.

Interest rates increased throughout 2022 and 2023.

the 0% Notes, the 0.50% Notes and the 3.875% Notes to require us to repurchase such notes.

could negatively impact revenue, earnings and demand for our products.

*You should read the following discussion in conjunction with our audited [removed: historical] consolidated financial statements, including the notes thereto, which are included elsewhere in this Form 10-K.

Our revenue for the year ended December 31, [removed: 2024] [added: 2025] was [removed: $7,082.3] [added: $5,995.4] million, representing a decrease of [removed: 14.2%] [added: 15.3%] from [removed: $8,253.0] [added: $7,082.3] million for the year ended December 31, [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] we reported net income attributable to onsemi of [removed: $1,572.8] [added: $121.0] million compared to [removed: $2,183.7] [added: $1,572.8] million in [removed: 2023.][added: 2024.]

Our operating income totaled [removed: $1,767.7] [added: $84.2] million during [removed: 2024] [added: 2025] compared to [removed: $2,538.7] [added: $1,767.7] million during [removed: 2023.][added: 2024.]

Our gross margin decreased by approximately [removed: 170] [added: 1,230] basis points to [removed: 45.4%] [added: 33.1%] in [removed: 2024] [added: 2025] from [removed: 47.1%] [added: 45.4%] in [removed: 2023.][added: 2024.]

[removed: The decrease in our operating results was primarily due] [added: We also continued] to [added: experience] decreased demand in our automotive and industrial end-markets resulting in lower sales volumes and the corresponding underutilization of our manufacturing facilities.

The semiconductor industry has traditionally been highly cyclical, [added: and] has often experienced significant downturns in connection with, or in anticipation of, declines in general economic conditions.

During [removed: 2024,] [added: 2025,] the semiconductor industry continued to experience a softening demand and uncertainty due to macroeconomic factors and the geopolitical environment.

Given the [removed: current] conditions, we are actively managing and have taken corrective actions in our manufacturing capacity and spending to align with the forecasted demand.

We continue to [removed: evaluate] [added: implement] cost-saving initiatives to be able to align our overall cost structure, capital investments and other expenditures with our expected revenue, spending and capacity levels to help offset softening [removed: demand,] [added: demand and] increased manufacturing and operating costs.

We have taken, and continue to take actions, including but not limited to, exiting product lines that do not enhance gross margin or satisfy strategic [removed: objectives and aligning internal manufacturing capacity and resources to external demand.][added: objectives.]

See Note 7: ''Restructuring, Asset Impairments and [removed: Other Charges,] [added: Other,] net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for information relating to our most recent cost-saving initiatives.

| | | | Year ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | 2024 | | | | | | 2023 | | | | | | [removed: | | | | | | | | | | | |] Change | | | [removed: | | | | | | | | | | | | | | | | | |]

| Revenue | | | $ | 7,082.3 | | | | | $ | 8,253.0 | | | | | [removed: | | | | | | | | | | | |] $ | (1,170.7) | | [removed: | | | | | | | | | | | | | | | | | |]

| Cost of revenue | | | 3,866.2 | | | | | | 4,369.5 | | | | | | [removed: | | | | | | | | | | | |] (503.3) | | | [removed: | | | | | | | | | | | | | | | | | |]

| Gross profit | | | 3,216.1 | | | | | | 3,883.5 | | | | | | [removed: | | | | | | | | | | | |] (667.4) | | | [removed: | | | | | | | | | | | | | | | | | |]

| Operating expenses: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Research and development | | | 612.7 | | | | | | 577.3 | | | | | | [removed: | | | | | | | | | | | |] 35.4 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Selling and marketing | | | 273.5 | | | | | | 279.1 | | | | | | [removed: | | | | | | | | | | | |] (5.6) | | | [removed: | | | | | | | | | | | | | | | | | |]

| General and administrative | | | 376.3 | | | | | | 362.4 | | | | | | [removed: | | | | | | | | | | | |] 13.9 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Amortization of [removed: acquisition-related] intangible assets | | | 52.0 | | | | | | 51.1 | | | | | | [removed: | | | | | | | | | | | |] 0.9 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Restructuring, asset impairments and [removed: other charges,] [added: other,] net | | | 133.9 | | | | | | 74.9 | | | | | | [removed: | | | | | | | | | | | |] 59.0 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Total operating expenses | | | 1,448.4 | | | | | | 1,344.8 | | | | | | [removed: | | | | | | | | | | | |] 103.6 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Operating income | | | 1,767.7 | | | | | | 2,538.7 | | | | | | [removed: | | | | | | | | | | | |] (771.0) | | | [removed: | | | | | | | | | | | | | | | | | |]

| Other income (expense), net: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Interest expense | | | (62.3) | | | | | | (74.8) | | | | | | [removed: | | | | | | | | | | | |] 12.5 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Interest income | | | 111.4 | | | | | | 93.1 | | | | | | [removed: | | | | | | | | | | | |] 18.3 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Loss on debt refinancing and prepayment | | | — | | | | | | (13.3) | | | | | | [removed: | | | | | | | | | | | |] 13.3 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Loss on divestiture of businesses | | | — | | | | | | (0.7) | | | | | | [removed: | | | | | | | | | | | |] 0.7 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Other income (expense), net | | | 20.6 | | | | | | (7.2) | | | | | | [removed: | | | | | | | | | | | |] 27.8 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Other income (expense), net | | | 69.7 | | | | | | (2.9) | | | | | | [removed: | | | | | | | | | | | |] 72.6 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Income before income taxes | | | 1,837.4 | | | | | | 2,535.8 | | | | | | [removed: | | | | | | | | | | | |] (698.4) | | | [removed: | | | | | | | | | | | | | | | | | |]

| Income tax provision | | | (262.8) | | | | | | (350.2) | | | | | | [removed: | | | | | | | | | | | |] 87.4 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net income | | | 1,574.6 | | | | | | 2,185.6 | | | | | | [removed: | | | | | | | | | | | |] (611.0) | | | [removed: | | | | | | | | | | | | | | | | | |]

| Less: Net income attributable to non-controlling interest | | | (1.8) | | | | | | (1.9) | | | | | | [removed: | | | | | | | | | | | |] 0.1 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net income attributable to ON Semiconductor Corporation | | | $ | 1,572.8 | | | | | $ | 2,183.7 | | | | | [removed: | | | | | | | | | | | |] $ | (610.9) | | [removed: | | | | | | | | | | | | | | | | | |]

| | | | 2024 | | | | | | As a % of Total | | | | | | 2023 [removed: (1)] | | | | | | As a % of Total | | | | | | Dollar Change | | |

| Gross profit: [removed: (2)] [added: (1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: (2)Gross] [added: (1)Gross] profit margin as a percent of respective segment revenue balances

Our operating results were significantly impacted by restructuring, asset impairment and other charges resulting from our 2025 Manufacturing Realignment Program.

See Note 7: ''Restructuring, Asset Impairments and Other, net'' for additional information.

In this environment, we have focused on operational excellence and cash flow generation.

We intend to continue these actions during 2026.

We made meaningful progress in aligning internal manufacturing capacity and resources to external demand.

Comparison of the years ended December 31, 2025 and 2024

A discussion of our results of operations for the year ended December 31, 2025 compared to December 31, 2024 is included below.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

| Revenue | | | $ | 5,995.4 | | | | | $ | 7,082.3 | | | | | $ | (1,086.9) | |

| Cost of revenue | | | 4,011.5 | | | | | | 3,866.2 | | | | | | 145.3 | | |

| Gross profit | | | 1,983.9 | | | | | | 3,216.1 | | | | | | (1,232.2) | | |

| Research and development | | | 583.6 | | | | | | 612.7 | | | | | | (29.1) | | |

| Selling and marketing | | | 255.9 | | | | | | 273.5 | | | | | | (17.6) | | |

| General and administrative | | | 348.9 | | | | | | 376.3 | | | | | | (27.4) | | |

| | | | | | | | | | | | | | | | | | |

| Amortization of intangible assets | | | 44.4 | | | | | | 52.0 | | | | | | (7.6) | | |

| Restructuring, asset impairments and other, net | | | 666.9 | | | | | | 133.9 | | | | | | 533.0 | | |

| | | | | | | | | | | | | | | | | | |

| Total operating expenses | | | 1,899.7 | | | | | | 1,448.4 | | | | | | 451.3 | | |

| Operating income | | | 84.2 | | | | | | 1,767.7 | | | | | | (1,683.5) | | |

| Interest expense | | | (70.9) | | | | | | (62.3) | | | | | | (8.6) | | |

| Interest income | | | 95.1 | | | | | | 111.4 | | | | | | (16.3) | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Other income, net | | | 22.9 | | | | | | 20.6 | | | | | | 2.3 | | |

| Other income (expense), net | | | 47.1 | | | | | | 69.7 | | | | | | (22.6) | | |

| Income before income taxes | | | 131.3 | | | | | | 1,837.4 | | | | | | (1,706.1) | | |

| Income tax provision | | | (7.7) | | | | | | (262.8) | | | | | | 255.1 | | |

| Net income | | | 123.6 | | | | | | 1,574.6 | | | | | | (1,451.0) | | |

| Less: Net income attributable to non-controlling interest | | | (2.6) | | | | | | (1.8) | | | | | | (0.8) | | |

| Net income attributable to ON Semiconductor Corporation | | | $ | 121.0 | | | | | $ | 1,572.8 | | | | | $ | (1,451.8) | |

| | | | 2025 | | | | | | As a % of Total | | | | | | 2024 | | | | | | As a % of Total | | | | | | Dollar Change | | |

| PSG | | | $ | 2,805.1 | | | | | 46.8 | | % | | | | $ | 3,348.2 | | | | | 47.3 | | % | | | | $ | (543.1) | |

| AMG | | | 2,261.9 | | | | | | 37.7 | | % | | | | 2,609.1 | | | | | | 36.8 | | % | | | | (347.2) | | |

| ISG | | | 928.4 | | | | | | 15.5 | | % | | | | 1,125.0 | | | | | | 15.9 | | % | | | | (196.6) | | |

| Total | | | $ | 5,995.4 | | | | | 100.0 | | % | | | | $ | 7,082.3 | | | | | 100.0 | | % | | | | $ | (1,086.9) | |

| PSG | | | $ | 2,117.6 | | | | | 52.8 | | % | | | | $ | 1,963.8 | | | | | 50.8 | | % | | | | $ | 153.8 | |

We are monitoring the economic environment and related forecasts for indicators that would suggest the global economic slowdown could continue for an extended period.

We intend to continue these actions during 2025; however, we believe the current volatility in general economic conditions is not expected to have a significant impact on our long-term strategic and growth initiatives.

For a discussion and comparison of the results of our operations for the year ended December 31, 2023 with the year ended December 31, 2022, refer to "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in our Form 10-K for the year ended December 31, 2023 filed with the SEC on February 5, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(1)During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure.

As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation.

Revenue from our Multi-Market Power Division, Industrial Power Division and Automotive Power Division decreased by $250.8 million, $162.2 million and $119.1 million, respectively, primarily driven by a decrease in demand in the automotive and industrial end-markets.

Revenue from our Power Management Division, Sensor Interface Division and Integrated Circuit Division decreased by $269.1 million, $101.5 million and $77.4 million, respectively, also due to the decrease in demand in the automotive and industrial end-markets.

Revenue from ISG decreased by $190.5 million, or approximately 14.5%, during 2024 compared to 2023, which was driven by a decrease in revenue from our Industrial and Consumer Solutions Division and Automotive Sensing Division of $107.8 million and $82.7 million, respectively, primarily due to the decrease in demand in the automotive and industrial end-markets.

This was primarily due to the decline in sales volume in both our existing products and new products which negatively impacted gross profit by approximately $630 million and $122 million, respectively.

This was partially offset by a reduction in the lower-margin manufacturing services revenue at our EFK location which favorably impacted gross profit by approximately $85 million.

AMG gross profit decreased by $115.1 million, primarily driven by the decline in sales volume from existing products, which negatively impacted gross profit by approximately $200 million, partially offset by improved gross profit of approximately $85 million from the lower-margin manufacturing services at our EFK location.

Additionally, during the year ended December 31, 2023, we had net cash outflows related to the establishment of our new Credit Agreement.

- Draw down of $500.0 million on the Revolver due 2024 and partial repayment of the outstanding balance on the Term Loan "B" Facility and corresponding write off of $7.3 million of unamortized debt discount and issuance costs.

- Settlement with certain holders of the 1.625% Notes to repurchase or exchange, as applicable, $16.0 million in aggregate principal amount of the 1.625% Notes for a total consideration of $16.0 million in cash and 552,000 shares of common stock.

- Entry into the Tenth Amendment to the Prior Credit Agreement to transition the interest rate base from LIBOR to Term SOFR.

performance obligation is satisfied.

The determination of projected end-user demand requires the use of estimates and assumptions related to projected unit sales for each product.

No tax benefit is recognized for tax

The dynamic economic environment in which we operate and the resulting assumptions used to estimate future cash flows impact the outcome of our impairment tests.

As we continue to implement our business strategy to rationalize products and manufacturing locations to transition to a lighter internal fabrication model, there could be divestiture transactions that result in a portion of goodwill or other assets being de-recognized and result in accounting charges.

As of December 31, [removed: 2024,] [added: 2025,] our gross long-term debt totaled [removed: $3,379.9] [added: $3,004.9] million.

We [removed: do] [added: would] have interest rate exposure with respect to our Revolving Credit Facility, [removed: which had a $375.0 million balance] [added: however, there were no borrowings outstanding on the Revolving Credit Facility] as of December 31, [removed: 2024.][added: 2025.]

[removed: We] [added: If we had not repaid the outstanding balance on the Revolving Credit Facility on December 31, 2025, we] estimate a 50-basis point increase in interest rates would [removed: impact] [added: have impacted] our expected annual interest expense for the next 12 months by approximately $1.9 million.

The notional amount of foreign exchange contracts at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was [removed: $256.8] [added: $190.5] million and [removed: $262.2] [added: $256.8] million, respectively.

However, a significant amount of our operating expenditures and capital purchases are transacted in local currencies, including Chinese [removed: Renminbi,] [added: renminbi,] Czech koruna, [removed: euros,] [added: euro,] Japanese yen, Korean won, Malaysian ringgit, Philippine peso and Vietnamese dong.

For example, we determined that based on a hypothetical weighted-average change of 10% in currency exchange rates, our operating income would have impacted our income before taxes by approximately [removed: $110.6] [added: $102.3] million for the year ended December 31, [removed: 2024,] [added: 2025,] assuming no offsetting hedge position or correlated activities.

However, this impact may be partially offset by the additional interest earned on our cash and cash equivalents.

Our intelligent power technologies enable the electrification of [added: drivetrain in] the automotive industry [removed: that allows] [added: to allow] for lighter and longer-range electric [removed: vehicles, empowers] [added: vehicles and empower] efficient fast-charging [removed: systems and propels sustainable energy for the highest efficiency solar strings and industrial power.][added: systems.]

[removed: Our intelligent sensing technologies support the next generation industry, allowing for smarter factories and buildings while also] [added: -] enhancing the automotive mobility experience with [added: our intelligent sensing technologies with] imaging and depth sensing that make [added: AD, ADAS, and] advanced vehicle safety [added: possible;] and [removed: automated driving systems possible.]

We believe the evolution of the automotive industry, with advancements in autonomous driving, ADAS, vehicle electrification, and the increase in electronics content for vehicle [removed: platforms,] [added: platforms] is reshaping the boundaries of transportation.

Through sensing integration, we believe our intelligent power solutions achieve [removed: superior] [added: increased] efficiencies compared to our peers.

As of December 31, [removed: 2024,] [added: 2025,] we were organized into three operating and reportable segments: the Power Solutions Group ("PSG"), the Analog and Mixed-Signal Group ("AMG") and the Intelligent Sensing Group ("ISG").

[removed: See] [added: For additional information, see] Note [removed: 3: ''Segments] [added: 7: ''Restructuring, Asset Impairments] and [removed: Revenue''] [added: Other, net''] in the notes to our audited consolidated financial statements included elsewhere in this Form [removed: 10-K for additional information regarding the segment reorganization.][added: 10-K.]

We [removed: are focused on achieving] [added: intend to achieve] efficiencies in our operating and capital [removed: expenditures, capital allocation on] [added: expenditures and invest in] research and development [removed: investments and resources] [added: initiatives] to accelerate growth in high-margin products.

On January 14, 2025, we completed the [removed: previously announced] acquisition of the Silicon Carbide Junction Field-Effect Transistor ("SiC JFET") technology business from Qorvo US, Inc., and certain of its subsidiaries, for $118.8 million in [removed: cash, subject to working capital adjustments.][added: cash.]

During the year ended December 31, [removed: 2024,] [added: 2025,] we repurchased approximately [removed: 9.1] [added: 27.9] million shares of our common stock for an aggregate purchase price of approximately [removed: $650] [added: $1,375.0] million, [removed: which excludes] [added: excluding] fees, commissions and excise taxes.

We also generate revenue, to a much lesser extent, from product development [removed: agreements and manufacturing services provided to customers.][added: agreements.]

| | | | [removed: Discrete] [added: SiC JFET] products | | | | | | ASIC products | | | | | | CMOS image sensors | | | | | |

| | | | [removed: MOSFET] [added: Discrete] products | | | | | | Logic and Isolation products | | | | | | Image Signal Processors | | | | | |

| | | | [removed: Power Module] [added: MOSFET] products | | | | | | Non-Volatile Memory products | | | | | | Single Photon Detectors | | | | | |

| | | | [added: Power Module products] | | | | | | [removed: Foundry products/services] [added: Ultrasonic] | | | | | | Short-Wavelength Infrared [removed: products] | | | | | |

| | | | | | | | | | Gate Driver products | | | | | | [removed: Indirect Time of Flight sensors] | | | | | |

AMG designs and develops [removed: analog, mixed-signal, Power Management ICs, Sensor Interface devices, Power Conversion, Signal Chain, and Voltage Regulation devices for] a [removed: broad base] [added: comprehensive range] of [removed: end-users in the] [added: analog and mixed-signal solutions including power‑management, sensor‑interface, connectivity, and standard products that serve] automotive, [removed: industrial, computing] [added: industrial automation, AI data center, computing,] and mobile [removed: end-markets.][added: end markets.]

We sell our products to [removed: distributors and] direct customers [added: and distributors] for ultimate use in a variety of end-products in different end-markets.

Our standard warranty extends for a period of two years from the date of delivery, except in the case of image sensor products, which are [removed: warrantied] [added: warranted] for one year from the date of delivery.

Unless otherwise agreed in writing, customers may cancel orders [removed: 120] [added: 45-120] days prior to [removed: shipment] [added: shipment, depending on the product,] for standard products without penalty and, for custom products, prior to shipment, provided they pay onsemi's actual costs incurred as of the date we receive the cancellation notice.

Sales to distributors accounted for approximately [removed: 53%, 52%] [added: 54%, 53%] and [removed: 58%] [added: 52%] of our revenue in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

We had one distributor whose revenue accounted for approximately [added: 11% and] 10% of the total revenue for the [removed: year] [added: years] ended December 31, [removed: 2024.][added: 2025 and 2024, respectively.]

There were no distributors whose revenue [removed: exceeded 10% or] [added: accounted for] more [added: than 10%] of total revenue for the year ended December 31, 2023.

Our distributors [added: provide fulfillment services and] resell our products to OEMs, contract manufacturers, and other end-customers.

Sales to direct customers accounted for approximately [removed: 47%, 48%] [added: 46%, 47%] and [removed: 42%] [added: 48%] of our revenue in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Large [removed: multi-nationals] [added: multi-national companies] and selected regional OEMs, which are significant in specific markets, form our core direct customers.

- enabling [removed: automation] [added: robotics, humanoids, automation,] and data exchange (Industry 4.0) with our intelligent sensing technologies for smarter factories and buildings.

The following table sets forth our principal end-markets, the estimated percentage [removed: (based in part on information provided by our distributors)] of our revenue generated from each end-market during [removed: 2024,] [added: 2025,] and sample applications for our products.

Other includes the end-markets of [added: AI data center,] computing, consumer, networking, communication, etc.

| *Sample applications* | | | EV | | | | | | Energy [added: generation, storage,] & EV [removed: Charging Infrastructure] [added: charging infrastructure] | | | | | | | | | | | | | | | AI [removed: / Data Center] [added: data center] | | | | | | | | |

| | | | ADAS [added: and advanced safety] | | | | | | Industrial [removed: Automation] [added: automation] | | | | | | | | | | | | | | | 5G [removed: Base Stations] [added: base stations] | | | | | | | | |

| | | | [removed: Powertrain] [added: Power management] | | | | | | [removed: Machine Vision] [added: Aerospace, defense, & security] | | | | | | | | | | | | | | | Gaming, [removed: Home Entertainment Systems,] [added: home entertainment systems,] & [removed: Set Top Boxes] [added: set top boxes] | | | | | | | | |

| | | | In-Vehicle [removed: Networking] [added: networking] | | | | | | Smart [removed: Cities] [added: cities] & [removed: Buildings] [added: buildings] | | | | | | | | | | | | | | | [removed: Routers] [added: Notebooks, laptops, desktop PCs & tablets] | | | | | | | | |

| | | | Body & [removed: Interior] [added: interior] | | | | | | Hearing [removed: Health, Diagnostic, Therapy,] [added: health, diagnostic, therapy,] & [removed: Monitoring] [added: monitoring] | | | | | | | | | | | | | | | [removed: Notebooks, Laptops, Desktop PCs & Tablets] [added: White goods] | | | | | | | | |

| | | | Lighting | | | | | | Power [removed: Solutions] [added: solutions] | | | | | | | | | | | | | | | [removed: USB Type-C] [added: Power supplies] | | | | | | | | |

See "Risk [removed: Factors—Trends,] [added: Factors — Trends,] Risks and Uncertainties Related to Our Business" included elsewhere in this Form 10-K for additional information.

In addition to our power technologies, we believe our integrated circuit, [removed: signal] [added: signal,] and protection technologies have significant performance advantages over our competition.

[added: PSG’s primary competitors include:] Infineon Technologies AG ("Infineon"), STMicroelectronics N.V. ("STMicroelectronics"), Wolfspeed Inc., ROHM Semiconductor and Nexperia BV.

AMG principally competes on design experience, manufacturing capability, depth and quality of IP, ability to service customer needs from the design phase to the shipping of a completed product, length of design cycle, longevity of technology support and [removed: experience of sales and technical support personnel.]

Our competitive position with respect to the above is enhanced by long-standing relationships with leading [removed: direct] customers.

Our manufacturing processes use many raw materials, including silicon wafers, SiC wafers, laminate substrates, gold, copper, lead frames, mold compound, ceramic packages and various chemicals and [removed: gases, as well as other production supplies used in our manufacturing processes.][added: gases.]

We offer intelligent power and intelligent sensing solutions that drive electrification, energy efficiency, safety, and automation in automotive, industrial, and other end-markets, including AI data center.

Our intelligent sensing technologies enable advanced safety applications in automotive through industry leading performance and reliability.

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.

In addition, our intelligent sensing technologies are enabling robotics and humanoids.

In our other market which includes AI data center products, our intelligent power technologies enable energy efficiency in a market in which energy needs are growing at an exponential rate, 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 to benefit as new generation of AI data center processors and racks enter the market.

We are focused on increasing profitable revenue through differentiated technologies to address the high-growth megatrends in automotive, industrial 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.

2025 Significant Activities

*Acquisitions*

On October 27, 2025, we completed the acquisition of rights to Vcore power technologies, including associated intellectual property licenses, from Aura Semiconductor enhancing our power management portfolio.

The total purchase consideration is up to $144 million, subject to customary purchase price adjustments, with $7 million paid in cash at close.

Of the total purchase price, $72 million is payable upon acceptance and delivery of specified products and the remaining $72 million is contingent upon the achievement of certain revenue milestones through 2030.

*2025 Manufacturing Realignment Program*

During the first quarter of 2025, we announced restructuring and cost reduction initiatives based on an evaluation of our operating structure, business strategy, manufacturing technologies and internal capabilities to realign our internal manufacturing capacity and capabilities with anticipated long-term needs.

We incurred total severance costs and related benefit expenses of $67.1 million related to the termination of approximately 2,400 employees.

Additionally, we recorded non-cash impairment charges of $496.0 million during the year ended December 31, 2025 related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance.

Other charges of $103.9 million for the year ended December 31, 2025, comprised of other exit costs, accelerated depreciation and contract termination costs, were incurred as part of the program.

The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations.

We also recorded $268.2 million relating to excess and obsolete inventory charges, of which $37.9 million and $230.3 million related to inventory primarily considered work in progress within the PSG and ISG reportable segments, respectively.

Additionally, we recorded $45.4 million related to write-off of consumables, manufacturing supplies and obligations for certain unfulfilled purchase commitments due to the manufacturing capacity reduction actions associated with the program.

These charges were recorded within Cost of revenue in the Consolidated Statement of Operations.

We continue to evaluate our employee workforce composition (both employee positions and locations) and manufacturing capacity and footprint for potential operational improvements and efficiencies.

*Repayment of Revolver*

On December 31, 2025, we repaid $375.0 million that was outstanding on the Revolving Credit Facility.

As of December 31, 2025, we had approximately $1.5 billion available under the Revolving Credit Facility for future borrowings, except for amounts utilized for the letters of credit.

| 2025 Revenue (%) | | | 47% | | | | | | 38% | | | | | | 15% | | | | | |

| | | | Vertical GaN | | | | | | Inductive sensing | | | | | | Indirect Time of Flight sensors | | | | | |

PSG provides a broad portfolio of discrete, module, and integrated semiconductor devices designed to enable high‑efficiency and high‑power conversion across AI data centers, energy infrastructure, automotive and industrial.

Our offerings include power switching devices, signal conditioning products, and circuit‑protection technologies that support increasing demands for performance, power density and system reliability.

Market demand for PSG products continues to be driven by vehicle electrification, renewable energy expansion, modernization of global power infrastructure, and the rapid scaling of AI and high‑performance computing systems.

PSG’s Silicon & WBG power technologies, spanning FETs and diodes, play a critical role in high‑power conversion for energy infrastructure, energy storage, AI data centers, fast-charging systems, electric vehicles and industrial drives.

Our vertically integrated SiC manufacturing strategy enhances supply assurance, cost competitiveness, and device performance.

PSG continues to advance its manufacturing footprint through network optimization initiatives that improve overall utilization and flexibility.

These actions support long‑term gross margin expansion and enable efficient scaling of differentiated high‑value power products.

These products include multi‑phase controllers, gate drivers, DC‑DC and AC‑DC converters, power protection devices, ultrasonic sensors, AFEs, LDOs, single pair Ethernet connectivity, isolation, logic, and more.

AMG enables solutions across the power‑tree architectures in its target markets, enabling high‑efficiency power management, along with high performance, precise sensing and robust communication interfaces for next‑generation system designs.

AMG delivers advanced analog and mixed-signal technology through our Treo Platform.

We provide intelligent power and intelligent sensing solutions with a primary focus towards automotive and industrial markets to help our customers solve challenging problems and create cutting-edge products for a better future.

We are utilizing our extensive range of power technologies to help address the growing power demands of AI and data centers.

Our intelligent power solutions for the automotive industry allow our customers to exceed range targets with lower weight and reduce system cost through efficiency.

During the first quarter of 2024, we reorganized the existing divisions within certain of our operating and reportable segments and renamed the Advanced Solutions Group ("ASG") reportable segment to AMG.

Our primary focus continues to be on revenue growth with stable gross margin by capturing high-growth megatrends in our focused end-markets of automotive and industrial infrastructure.

We design products in highly-differentiated markets focused on customer needs while optimizing and right-sizing our manufacturing footprint to support growth with new product development and maintain gross margins through efficiencies.

2025 Acquisition

2024 Activities

*2024 Business Realignment*

In an effort to streamline resources, drive organizational efficiencies, consolidate our global corporate footprint, and align with our "Fab Right" manufacturing strategy, we continued our business realignment efforts during 2024.

Under this plan, approximately 1,200 employees were notified of their employment termination and around 300 additional employees were reassigned or asked to relocate to another site.

During the year ended December 31, 2024, we recorded severance costs, asset impairments and other related charges of approximately $75.7 million, $37.8 million and $16.3 million, respectively.

See Note 7: ''Restructuring, Asset Impairments and Other Charges, net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

We continue to evaluate employee positions and locations for

potential operating improvements and efficiencies.

2023 Activities

*2023 Business Realignment*

During 2023, we realigned our operating models in AMG (formerly "ASG"), Corporate information technology ("IT") organization and certain manufacturing locations in order to streamline our operations, achieve organizational efficiencies and consolidate resources into fewer, common sites across the world to align with the next phase of our multi-year "Fab Right" manufacturing strategy.

Under this plan, approximately 1,900 employees were notified of their employment termination.

We incurred severance costs and related charges of approximately $59.1 million related to these actions in 2023.

*1.625% Notes maturity and repayment*

On October 16, 2023, we repaid $119.6 million of the remaining outstanding principal amount of the 1.625% Notes in cash and settled the excess over the principal amount by issuing 4.5 million shares of our common stock.

Under the previously executed bond hedge agreements, we also repurchased an equivalent number of shares of our common stock, for no additional consideration, to effectively offset the issuance of shares.

*Credit Agreement*

On June 22, 2023, we entered into a new Credit Agreement to replace the Revolver due 2024, which was set to mature on June 28, 2024.

We drew $375.0 million against the Revolving Credit Facility and repaid the entire outstanding balance under the Revolver due 2024.

We had previously repaid $125.0 million of the outstanding balance under the Revolver due 2024 during the first quarter of 2023.

*0.50% Convertible Senior Notes due 2029*

On February 28, 2023, we completed the offering of $1.5 billion aggregate principal amount of our 0.50% Notes and utilized the net proceeds along with cash generated from operations (i) to repay $1,086.0 million of the outstanding indebtedness under the Term Loan “B” Facility and the related transaction fees and expenses, (ii) to pay $171.5 million net cost of the related convertible note hedges after such costs were offset by the proceeds from the sale of warrants, and (iii) for general corporate purposes.

2022 Acquisitions and Divestitures

On December 31, 2022, we completed the acquisition of EFK along with certain other assets and liabilities from GLOBALFOUNDRIES U.S. Inc. ("GFUS") for total consideration of $406.3 million.

We paid GFUS $236.3 million, $100.0 million and $70.0 million during 2023, 2020 and 2019, respectively.

During 2022, in line with our "Fab Right" strategy, we divested four wafer manufacturing facilities in Oudenaarde, Belgium, South Portland, Maine, Pocatello, Idaho and Niigata, Japan.

We entered into wafer supply agreements with the respective buyers of these facilities to help minimize disruptions in our ability to meet customer demand for our products.

See Note 5: ''Acquisitions and Divestitures'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

In 2025, we expect to include SiC JFET in our product portfolio within the PSG segment.

| 2024 Revenue (%) | | | 47% | | | | | | 37% | | | | | | 16% | | | | | |

| | | | | | | | | | LSI products | | | | | | | | | | | |

PSG offers a wide array of discrete, module and integrated semiconductor products that perform multiple application functions, including power switching, signal conditioning, and circuit protection.

The trends driving growth within our end-user markets are primarily higher power efficiency and power density in power applications, the need for greater functionality, and faster data transmission rates in all communications.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $29,264,164,935] [added: $23,198,209,519] as of [removed: June 28, 2024,] [added: July 4, 2025,] based on the closing sales price of such stock on the Nasdaq Global Select Market.

The number of shares of the registrant's common stock outstanding at February [removed: 5, 2025] [added: 4, 2026] was [removed: 421,421,127.][added: 394,020,530.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year ended December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Form 10-K where indicated.

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| | | | [Information about Our Executive [removed: Officers](#iab01253623b94088bf6722655350bfeb_43)] [added: Officers](#i90a8246f21774bd79238dfccc8b89ebf_43)] | | | [removed: [14](#iab01253623b94088bf6722655350bfeb_43)] [added: [15](#i90a8246f21774bd79238dfccc8b89ebf_43)] | | |

| | | | [Available [removed: Information](#iab01253623b94088bf6722655350bfeb_46)] [added: Information](#i90a8246f21774bd79238dfccc8b89ebf_46)] | | | [removed: [15](#iab01253623b94088bf6722655350bfeb_46)] [added: [16](#i90a8246f21774bd79238dfccc8b89ebf_46)] | | |

| [Item [removed: 1A.](#iab01253623b94088bf6722655350bfeb_49)] [added: 1A.](#i90a8246f21774bd79238dfccc8b89ebf_49)] | | | [Risk [removed: Factors](#iab01253623b94088bf6722655350bfeb_49)] [added: Factors](#i90a8246f21774bd79238dfccc8b89ebf_49)] | | | [removed: [16](#iab01253623b94088bf6722655350bfeb_49)] [added: [17](#i90a8246f21774bd79238dfccc8b89ebf_49)] | | |

| [Item [removed: 1B.](#iab01253623b94088bf6722655350bfeb_52)] [added: 1B.](#i90a8246f21774bd79238dfccc8b89ebf_52)] | | | [Unresolved Staff [removed: Comments](#iab01253623b94088bf6722655350bfeb_52)] [added: Comments](#i90a8246f21774bd79238dfccc8b89ebf_52)] | | | [removed: [29](#iab01253623b94088bf6722655350bfeb_52)] [added: [31](#i90a8246f21774bd79238dfccc8b89ebf_52)] | | |

| [Item [removed: 1C.](#iab01253623b94088bf6722655350bfeb_55)] [added: 1C.](#i90a8246f21774bd79238dfccc8b89ebf_55)] | | | [removed: [Cybersecurity](#iab01253623b94088bf6722655350bfeb_55)] [added: [Cybersecurity](#i90a8246f21774bd79238dfccc8b89ebf_55)] | | | [removed: [29](#iab01253623b94088bf6722655350bfeb_55)] [added: [31](#i90a8246f21774bd79238dfccc8b89ebf_55)] | | |

| [Item [removed: 2.](#iab01253623b94088bf6722655350bfeb_58)] [added: 2.](#i90a8246f21774bd79238dfccc8b89ebf_58)] | | | [removed: [Properties](#iab01253623b94088bf6722655350bfeb_58)] [added: [Properties](#i90a8246f21774bd79238dfccc8b89ebf_58)] | | | [removed: [31](#iab01253623b94088bf6722655350bfeb_58)] [added: [33](#i90a8246f21774bd79238dfccc8b89ebf_58)] | | |

| [Item [removed: 3.](#iab01253623b94088bf6722655350bfeb_61)] [added: 3.](#i90a8246f21774bd79238dfccc8b89ebf_61)] | | | [Legal [removed: Proceedings](#iab01253623b94088bf6722655350bfeb_61)] [added: Proceedings](#i90a8246f21774bd79238dfccc8b89ebf_61)] | | | [removed: [32](#iab01253623b94088bf6722655350bfeb_61)] [added: [33](#i90a8246f21774bd79238dfccc8b89ebf_61)] | | |

| [Item [removed: 4.](#iab01253623b94088bf6722655350bfeb_64)] [added: 4.](#i90a8246f21774bd79238dfccc8b89ebf_64)] | | | [Mine Safety [removed: Disclosure](#iab01253623b94088bf6722655350bfeb_64)] [added: Disclosure](#i90a8246f21774bd79238dfccc8b89ebf_64)] | | | [removed: [32](#iab01253623b94088bf6722655350bfeb_64)] [added: [34](#i90a8246f21774bd79238dfccc8b89ebf_64)] | | |

| [Item [removed: 5.](#iab01253623b94088bf6722655350bfeb_70)] [added: 5.](#i90a8246f21774bd79238dfccc8b89ebf_70)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iab01253623b94088bf6722655350bfeb_70)] [added: Securities](#i90a8246f21774bd79238dfccc8b89ebf_70)] | | | [removed: [32](#iab01253623b94088bf6722655350bfeb_70)] [added: [34](#i90a8246f21774bd79238dfccc8b89ebf_70)] | | |

| [Item [removed: 6.](#iab01253623b94088bf6722655350bfeb_73)] [added: 6.](#i90a8246f21774bd79238dfccc8b89ebf_73)] | | | [removed: [\[Reserved\]](#iab01253623b94088bf6722655350bfeb_73)] [added: [\[Reserved\]](#i90a8246f21774bd79238dfccc8b89ebf_73)] | | | [removed: [33](#iab01253623b94088bf6722655350bfeb_73)] [added: [35](#i90a8246f21774bd79238dfccc8b89ebf_73)] | | |

| [Item [removed: 7.](#iab01253623b94088bf6722655350bfeb_76)] [added: 7.](#i90a8246f21774bd79238dfccc8b89ebf_76)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iab01253623b94088bf6722655350bfeb_76)] [added: Operations](#i90a8246f21774bd79238dfccc8b89ebf_76)] | | | [removed: [33](#iab01253623b94088bf6722655350bfeb_76)] [added: [36](#i90a8246f21774bd79238dfccc8b89ebf_76)] | | |

| [Item [removed: 7A.](#iab01253623b94088bf6722655350bfeb_97)] [added: 7A.](#i90a8246f21774bd79238dfccc8b89ebf_97)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#iab01253623b94088bf6722655350bfeb_97)] [added: Risk](#i90a8246f21774bd79238dfccc8b89ebf_97)] | | | [removed: [43](#iab01253623b94088bf6722655350bfeb_97)] [added: [50](#i90a8246f21774bd79238dfccc8b89ebf_97)] | | |

| [Item [removed: 8.](#iab01253623b94088bf6722655350bfeb_100)] [added: 8.](#i90a8246f21774bd79238dfccc8b89ebf_100)] | | | [Financial Statements and Supplementary [removed: Data](#iab01253623b94088bf6722655350bfeb_100)] [added: Data](#i90a8246f21774bd79238dfccc8b89ebf_100)] | | | [removed: [44](#iab01253623b94088bf6722655350bfeb_100)] [added: [51](#i90a8246f21774bd79238dfccc8b89ebf_100)] | | |

| [Item [removed: 9.](#iab01253623b94088bf6722655350bfeb_103)] [added: 9.](#i90a8246f21774bd79238dfccc8b89ebf_103)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iab01253623b94088bf6722655350bfeb_103)] [added: Disclosure](#i90a8246f21774bd79238dfccc8b89ebf_103)] | | | [removed: [44](#iab01253623b94088bf6722655350bfeb_103)] [added: [51](#i90a8246f21774bd79238dfccc8b89ebf_103)] | | |

| [Item [removed: 9A](#iab01253623b94088bf6722655350bfeb_106).] [added: 9A](#i90a8246f21774bd79238dfccc8b89ebf_106).] | | | [Controls and [removed: Procedures](#iab01253623b94088bf6722655350bfeb_106)] [added: Procedures](#i90a8246f21774bd79238dfccc8b89ebf_106)] | | | [removed: [44](#iab01253623b94088bf6722655350bfeb_106)] [added: [51](#i90a8246f21774bd79238dfccc8b89ebf_106)] | | |

| [Item [removed: 9B.](#iab01253623b94088bf6722655350bfeb_112)] [added: 9B.](#i90a8246f21774bd79238dfccc8b89ebf_112)] | | | [Other [removed: Information](#iab01253623b94088bf6722655350bfeb_109)] [added: Information](#i90a8246f21774bd79238dfccc8b89ebf_109)] | | | [removed: [45](#iab01253623b94088bf6722655350bfeb_109)] [added: [52](#i90a8246f21774bd79238dfccc8b89ebf_109)] | | |

| [Item [removed: 9C.](#iab01253623b94088bf6722655350bfeb_115)] [added: 9C.](#i90a8246f21774bd79238dfccc8b89ebf_115)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iab01253623b94088bf6722655350bfeb_115)] [added: Inspections](#i90a8246f21774bd79238dfccc8b89ebf_115)] | | | [removed: [45](#iab01253623b94088bf6722655350bfeb_115)] [added: [52](#i90a8246f21774bd79238dfccc8b89ebf_115)] | | |

| [Item [removed: 10.](#iab01253623b94088bf6722655350bfeb_121)] [added: 10.](#i90a8246f21774bd79238dfccc8b89ebf_121)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iab01253623b94088bf6722655350bfeb_121)] [added: Governance](#i90a8246f21774bd79238dfccc8b89ebf_121)] | | | [removed: [46](#iab01253623b94088bf6722655350bfeb_121)] [added: [52](#i90a8246f21774bd79238dfccc8b89ebf_121)] | | |

| [Item [removed: 11.](#iab01253623b94088bf6722655350bfeb_124)] [added: 11.](#i90a8246f21774bd79238dfccc8b89ebf_124)] | | | [Executive [removed: Compensation](#iab01253623b94088bf6722655350bfeb_124)] [added: Compensation](#i90a8246f21774bd79238dfccc8b89ebf_124)] | | | [removed: [46](#iab01253623b94088bf6722655350bfeb_124)] [added: [52](#i90a8246f21774bd79238dfccc8b89ebf_124)] | | |

| [Item [removed: 12.](#iab01253623b94088bf6722655350bfeb_127)] [added: 12.](#i90a8246f21774bd79238dfccc8b89ebf_127)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iab01253623b94088bf6722655350bfeb_127)] [added: Matters](#i90a8246f21774bd79238dfccc8b89ebf_127)] | | | [removed: [46](#iab01253623b94088bf6722655350bfeb_127)] [added: [52](#i90a8246f21774bd79238dfccc8b89ebf_127)] | | |

| [Item [removed: 13.](#iab01253623b94088bf6722655350bfeb_130)] [added: 13.](#i90a8246f21774bd79238dfccc8b89ebf_130)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iab01253623b94088bf6722655350bfeb_130)] [added: Independence](#i90a8246f21774bd79238dfccc8b89ebf_130)] | | | [removed: [46](#iab01253623b94088bf6722655350bfeb_130)] [added: [53](#i90a8246f21774bd79238dfccc8b89ebf_130)] | | |

| [Item [removed: 14.](#iab01253623b94088bf6722655350bfeb_133)] [added: 14.](#i90a8246f21774bd79238dfccc8b89ebf_133)] | | | [Principal Accountant Fees and [removed: Services](#iab01253623b94088bf6722655350bfeb_133)] [added: Services](#i90a8246f21774bd79238dfccc8b89ebf_133)] | | | [removed: [46](#iab01253623b94088bf6722655350bfeb_133)] [added: [53](#i90a8246f21774bd79238dfccc8b89ebf_133)] | | |

| [Item [removed: 15.](#iab01253623b94088bf6722655350bfeb_139)] [added: 15.](#i90a8246f21774bd79238dfccc8b89ebf_139)] | | | [Exhibits and Financial Statement [removed: Schedules](#iab01253623b94088bf6722655350bfeb_139)] [added: Schedules](#i90a8246f21774bd79238dfccc8b89ebf_139)] | | | [removed: [47](#iab01253623b94088bf6722655350bfeb_139)] [added: [53](#i90a8246f21774bd79238dfccc8b89ebf_139)] | | |

| [Item [removed: 16.](#iab01253623b94088bf6722655350bfeb_145)] [added: 16.](#i90a8246f21774bd79238dfccc8b89ebf_145)] | | | [Form 10-K [removed: Summary](#iab01253623b94088bf6722655350bfeb_145)] [added: Summary](#i90a8246f21774bd79238dfccc8b89ebf_145)] | | | [removed: [51](#iab01253623b94088bf6722655350bfeb_145)] [added: [56](#i90a8246f21774bd79238dfccc8b89ebf_145)] | | |

| [removed: [Signatures](#iab01253623b94088bf6722655350bfeb_148)] [added: [Signatures](#i90a8246f21774bd79238dfccc8b89ebf_148)] | | | | | | [removed: [52](#iab01253623b94088bf6722655350bfeb_148)] [added: [57](#i90a8246f21774bd79238dfccc8b89ebf_148)] | | |

| MOSFET | | | | | | Metal oxide semiconductor [removed: field effect] [added: field-effect] transistor | | |


| | | | [Overview](#i90a8246f21774bd79238dfccc8b89ebf_19) | | | [6](#i90a8246f21774bd79238dfccc8b89ebf_19) | | |

| | | | [Markets](#i90a8246f21774bd79238dfccc8b89ebf_25) | | | [9](#i90a8246f21774bd79238dfccc8b89ebf_25) | | |

| | | | [Resources](#i90a8246f21774bd79238dfccc8b89ebf_28) | | | [11](#i90a8246f21774bd79238dfccc8b89ebf_28) | | |

| | | | [Seasonality](#i90a8246f21774bd79238dfccc8b89ebf_31) | | | [13](#i90a8246f21774bd79238dfccc8b89ebf_31) | | |

| | | | [Corporate Responsibilities](#i90a8246f21774bd79238dfccc8b89ebf_37) | | | [14](#i90a8246f21774bd79238dfccc8b89ebf_37) | | |

| AD | | | | | | Autonomous driving | | |

| AFE | | | | | | Analog front end | | |

| FET | | | | | | Field-effect transistor | | |

| GaN | | | | | | Gallium Nitride | | |

| ISP | | | | | | Image signal processor | | |

| JFET | | | | | | Junction field-effect transistor | | |

| LDO | | | | | | Low dropout regulator | | |

| SoC | | | | | | System-on-Chip | | |

| SWIR | | | | | | Short-wave infrared | | |

| | | | [Overview](#iab01253623b94088bf6722655350bfeb_19) | | | [5](#iab01253623b94088bf6722655350bfeb_19) | | |

| | | | [Markets](#iab01253623b94088bf6722655350bfeb_25) | | | [8](#iab01253623b94088bf6722655350bfeb_25) | | |

| | | | [Resources](#iab01253623b94088bf6722655350bfeb_28) | | | [10](#iab01253623b94088bf6722655350bfeb_28) | | |

| | | | [Seasonality](#iab01253623b94088bf6722655350bfeb_31) | | | [12](#iab01253623b94088bf6722655350bfeb_31) | | |

| | | | [Environmental, Social and Governance Initiatives](#iab01253623b94088bf6722655350bfeb_37) | | | [13](#iab01253623b94088bf6722655350bfeb_37) | | |

| AR/VR | | | | | | Augmented reality/virtual reality | | |

[removed: ◦our Enterprise Risk Management (“ERM”) team, which is responsible for evaluating and assessing overall] enterprise risk, including cybersecurity risk, and advising senior management and the Board regarding our overall risk profile and priorities as they evolve;

As of December 31, [removed: 2024,] [added: 2025,] we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.

For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see our Risk Factors discussion under the heading, “Trends, Risks and Uncertainties Related to Technology and Data Privacy” included [added: elsewhere in this Form 10-K.]

Specifically, under its charter, the Audit Committee is responsible for overseeing our cybersecurity posture, risk assessment, strategy and mitigation and for making recommendations [removed: to address and resolve any breaches or issues related to the protection or privacy of our data.]

◦our Enterprise Risk Management (“ERM”) team, which is responsible for evaluating and assessing overall

to address and resolve any breaches or issues related to the protection or privacy of our data.

The onsemi cyber security program is based on the internationally recognized standard of ISO/IEC 27001:2022.

The cyber program is formally certified by respective outside auditors on an annual basis and maintains certification globally.

elsewhere in this Form 10-K.

As of February [removed: 5, 2025,] [added: 4, 2026,] there were approximately [removed: 164] [added: 151] holders of record of our common stock and [removed: 421,421,127] [added: 394,020,530] shares of common stock outstanding.

The comparison assumes $100 was invested on December 31, [removed: 2019] [added: 2020] in shares of our common stock and in [removed: each] [added: both] of the indices shown and assumes that all of the dividends were reinvested.

Our outstanding debt facilities may limit the amount of dividends we are permitted to pay and share repurchases under the Share Repurchase Program [removed: (as] [added: and the New Share Repurchase Program (each as] defined below).

We may pay dividends and buy back shares under the [added: New] Share Repurchase Program in an unlimited amount so long as, after giving effect thereto, the consolidated total net leverage ratio (calculated in accordance with our Credit Agreement) does not exceed 2.75 to 1.00.

[added: Additionally, under a different provision, so long as no] default has occurred and is continuing or results therefrom, our Credit Agreement permits us to pay cash dividends to our common stockholders, buy back shares under the [added: New] Share Repurchase Program, or a combination thereof, in an amount up to $350.0 million per year.

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, [removed: 2024:][added: 2025:]

(1)The periods represent our fiscal month start and end dates for the fourth quarter of [removed: 2024.][added: 2025.]

In February 2023, the Board of Directors approved a share repurchase program (the “Share Repurchase Program”), which [removed: allows] [added: allowed] for the repurchase of our common stock from time to time through a variety of methods, including in privately negotiated transactions or open market transactions, such as pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act or a combination of methods.

The Share Repurchase Program, which [removed: does] [added: did] not require us to purchase any minimum amount of our common stock, [removed: allows] [added: allowed] for repurchases up to $3.0 billion from February 8, 2023 through December 31, 2025 (exclusive of fees, commissions and other expenses).

Any repurchases [removed: will be] [added: were] at the Company’s discretion and [removed: will be] subject to market conditions, the price of our shares and other factors.

The [added: New] Share Repurchase Program may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

The repurchases under the Share Repurchase Program amounted to an aggregate purchase price of approximately [removed: $650] [added: $1,375] million during the year ended December 31, [removed: 2024] [added: 2025] (excluding fees, commissions and other expenses).

There were approximately [removed: $564] [added: $650] million in repurchases of common stock for the year ended December 31, [removed: 2023] [added: 2024] and approximately [removed: $260] [added: $564] million in repurchases of common stock under the previous share repurchase program during the year ended December 31, [removed: 2022] [added: 2023] (in each case excluding fees, commissions and other expenses).

[removed: During January 2025,] [added: Through February 4, 2026,] the Company acquired [removed: 1.6] [added: 2.9] million shares for [removed: $100.0] [added: $175.6] million under the [added: New] Share Repurchase Program pursuant to a 10b5-1 trading arrangement.

See Note 10: ''Earnings Per Share and Equity'' of the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for further information on the Share Repurchase [added: Program and the New Share Repurchase] Program.


| October 4, 2025 - October 31, 2025 | | | | | | 2,956,354 | | | | | | $ | 50.75 | | | | | 2,956,354 | | | | | | $ | 711.0 | |

| November 1, 2025 - November 28, 2025 | | | | | | 2,644,513 | | | | | | 47.90 | | | | | | 2,644,513 | | | | | | 592.5 | | |

| November 29, 2025 - December 31, 2025 | | | | | | 3,178,828 | | | | | | 54.55 | | | | | | 3,178,828 | | | | | | 411.0 | | |

| Total | | | | | | 8,779,695 | | | | | | 51.27 | | | | | | 8,779,695 | | | | | | | | |

*New Share Repurchase Program*

In November 2025, the Board of Directors approved a new Share Repurchase Program (the "New Share Repurchase Program") under which the Company may repurchase up to an aggregate of $6.0 billion of the Company's common stock (exclusive of fees, commissions and other expenses).

Under the New Share Repurchase Program, which does not require the Company to purchase any minimum amount of common stock or at all, the Company may repurchase shares from January 1, 2026 through December 31, 2028.


Additionally, under a different provision, so long as no

| September 28, 2024 - October 25, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,986.0 | |

| October 26, 2024 - November 22, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,986.0 | | |

| November 23, 2024 - December 31, 2024 | | | | | | 3,000,140 | | | | | | 66.68 | | | | | | 3,000,140 | | | | | | 1,786.0 | | |

| Total | | | | | | 3,000,140 | | | | | | 66.68 | | | | | | 3,000,140 | | | | | | | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 238)](#iab01253623b94088bf6722655350bfeb_151)] [added: 238)](#i90a8246f21774bd79238dfccc8b89ebf_151)] | | | [removed: [53](#iab01253623b94088bf6722655350bfeb_151)] [added: [58](#i90a8246f21774bd79238dfccc8b89ebf_151)] | | |

| [Consolidated Balance [removed: Sheets](#iab01253623b94088bf6722655350bfeb_157)] [added: Sheets](#i90a8246f21774bd79238dfccc8b89ebf_157)] | | | [removed: [55](#iab01253623b94088bf6722655350bfeb_157)] [added: [60](#i90a8246f21774bd79238dfccc8b89ebf_157)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#iab01253623b94088bf6722655350bfeb_160)] [added: Income](#i90a8246f21774bd79238dfccc8b89ebf_160)] | | | [removed: [56](#iab01253623b94088bf6722655350bfeb_160)] [added: [61](#i90a8246f21774bd79238dfccc8b89ebf_160)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#iab01253623b94088bf6722655350bfeb_163)] [added: Equity](#i90a8246f21774bd79238dfccc8b89ebf_163)] | | | [removed: [57](#iab01253623b94088bf6722655350bfeb_163)] [added: [62](#i90a8246f21774bd79238dfccc8b89ebf_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iab01253623b94088bf6722655350bfeb_166)] [added: Flows](#i90a8246f21774bd79238dfccc8b89ebf_166)] | | | [removed: [58](#iab01253623b94088bf6722655350bfeb_166)] [added: [64](#i90a8246f21774bd79238dfccc8b89ebf_166)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iab01253623b94088bf6722655350bfeb_169)] [added: Statements](#i90a8246f21774bd79238dfccc8b89ebf_169)] | | | [removed: [59](#iab01253623b94088bf6722655350bfeb_169)] [added: [65](#i90a8246f21774bd79238dfccc8b89ebf_169)] | | |

[added: Based upon that evaluation, our Chief Executive Officer and Chief] Financial Officer concluded that, as of the end of the period covered in this Form 10-K, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

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 December 31, [removed: 2024.][added: 2025.]

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 December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in "Exhibits and Financial Statement Schedules" of this Form 10-K.

Based upon that evaluation, our Chief Executive Officer and Chief

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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:

Under this arrangement, a total of [removed: 25,371] [added: 150,000] shares of our common stock may be sold, subject to certain conditions, before the plan expires on December 31, [removed: 2025.][added: 2026.]

- [removed: Hassane El-Khoury,] [added: Thad Trent,] our [added: Executive Vice] President and Chief [removed: Executive] [added: Financial] Officer, [removed: and a director,] adopted a Rule 10b5-1 trading arrangement on [removed: December 11, 2024.][added: November 7, 2025.]

- Alan Campbell, the Chair of our Board of Directors, adopted a Rule 10b5-1 trading arrangement on December 11, 2024.

Under this arrangement, a total of 13,500 shares of our common stock may be sold, subject to certain conditions, before the plan expires on December 31, 2025.

- Thad Trent, our Executive Vice President, Chief Financial Officer and Treasurer, adopted a Rule 10b5-1 trading arrangement on December 11, 2024.

Under this arrangement, a total of 105,000 shares of our common stock may be sold, subject to certain conditions, before the plan expires on December 31, 2025.

Information concerning directors and persons nominated to become directors and executive officers is incorporated by reference from the text under the captions "The Board of Directors and Corporate [removed: Governance," "Delinquent Section 16(a) Reports"] [added: Governance"] and "Miscellaneous Information" in our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders ("Proxy Statement").

Information concerning executive compensation is incorporated by reference from the text under the captions "The Board of Directors and Corporate Governance — [removed: 2024] [added: 2025] Compensation of Directors" and "Compensation of Executive Officers" (excluding the information under the subheading [removed: “2024] [added: “2025] Pay versus Performance”) in our Proxy Statement.

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [53](#iab01253623b94088bf6722655350bfeb_151)] [added: [58](#i90a8246f21774bd79238dfccc8b89ebf_151)] | | |

| [Consolidated Balance [removed: Sheets](#iab01253623b94088bf6722655350bfeb_157)] [added: Sheets](#i90a8246f21774bd79238dfccc8b89ebf_157)] | | | [removed: [55](#iab01253623b94088bf6722655350bfeb_157)] [added: [60](#i90a8246f21774bd79238dfccc8b89ebf_157)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#iab01253623b94088bf6722655350bfeb_160)] [added: Income](#i90a8246f21774bd79238dfccc8b89ebf_160)] | | | [removed: [56](#iab01253623b94088bf6722655350bfeb_160)] [added: [61](#i90a8246f21774bd79238dfccc8b89ebf_160)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#iab01253623b94088bf6722655350bfeb_163)] [added: Equity](#i90a8246f21774bd79238dfccc8b89ebf_163)] | | | [removed: [57](#iab01253623b94088bf6722655350bfeb_163)] [added: [62](#i90a8246f21774bd79238dfccc8b89ebf_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iab01253623b94088bf6722655350bfeb_166)] [added: Flows](#i90a8246f21774bd79238dfccc8b89ebf_166)] | | | [removed: [58](#iab01253623b94088bf6722655350bfeb_166)] [added: [64](#i90a8246f21774bd79238dfccc8b89ebf_166)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iab01253623b94088bf6722655350bfeb_169)] [added: Statements](#i90a8246f21774bd79238dfccc8b89ebf_169)] | | | [removed: [59](#iab01253623b94088bf6722655350bfeb_169)] [added: [65](#i90a8246f21774bd79238dfccc8b89ebf_169)] | | |

| 3.1(b) | | | | | | [Certificate of Amendment to the Amended and Restated Certificate of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm)[, date](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm)[d] [added: Incorporation, dated] May 28, [removed: 2014](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm) [(incorporated] [added: 2014 (incorporated] by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2014)](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm) | | |

| [removed: 10.2(a)] [added: 10.12(a)] | | | | | | [Form of [added: Confirmation for] Convertible Note Hedges related to the [removed: Company's 1.625%] [added: Company’s 0.50%] Convertible Senior [removed: Note] [added: Notes] due [removed: 2023] [added: 2029] (incorporated by reference to Exhibit [removed: 10.6(a)] [added: 10.1] to the Company’s [removed: Annual] [added: Amendment No. 1 to Current] Report on Form [removed: 10-K] [added: 8-K/A] filed with the Commission on [removed: February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106aformofbondhedge.htm)] [added: March 2, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523057348/d453477dex101.htm)] | | |

| [removed: 10.2(b)] [added: 10.11(b)] | | | | | | [Form of [removed: Warrant] Confirmation for Warrants related to the [removed: Company's 1.625%] [added: Company’s 0%] Convertible Senior Note due [removed: 2023] [added: 2027] (incorporated by reference to Exhibit [removed: 10.6(b)] [added: 10.2] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed with the Commission on [removed: February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106bformofwarrantco.htm)] [added: May 19, 2021)](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex102.htm)] | | |

| [removed: 10.3(a)] [added: 10.2(a)] | | | | | | [ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (as amended and restated February 11, 2022) (incorporated by reference to Exhibit 10.7(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm) | | |

| [removed: 10.3(b)] [added: 10.2(c)] | | | | | | [removed: [Restricted] [added: [Form of Annual Performance-Based Restricted] Stock [removed: Units] [added: Unit] Award Agreement under the ON Semiconductor [added: Corporation] Amended and Restated Stock Incentive Plan [removed: (2021] [added: (2022] form [removed: agreement for Senior Employee Group)] [added: agreement)] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May [removed: 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm)] [added: 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit102formofannualpbrs.htm)] | | |

| [removed: 10.3(c)] [added: 10.2(d)] | | | | | | [removed: [Performance-Based] [added: [Form of Annual Performance-Based] Restricted Stock [removed: Units] [added: Unit] Award Agreement under the ON Semiconductor [added: Corporation] Amended and Restated Stock Incentive Plan [removed: (2021 form agreement for Tier I Employees)] [added: (2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[,](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [a](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[nd 2025](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[)] (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May [removed: 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm)] [added: 1, 2023)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)] | | |

| [removed: 10.3(d)] [added: 10.2(b)] | | | | | | [Form of Annual Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (2022](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) [2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)] [added: (2022](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[,](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) [2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[,](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)] [and [removed: 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[)] (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) | | |

| [removed: 10.3(e)] [added: 10.2(e)] | | | | | | [Form of [removed: Annual Performance-Based] Restricted Stock [removed: Unit] Award Agreement [added: for Directors] under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (2022 form agreement)] [added: (2022, 2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[,](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm) [and 2025](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: May 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit102formofannualpbrs.htm)] [added: August 1, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)] | | |

| [removed: 10.3(f)] [added: 10.2(f)] | | | | | | [Form of [removed: Annual Performance-Based] Restricted Stock [removed: Unit Award] [added: Units] Agreement [added: for Directors] under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [an](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[d](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[)] [added: (2024 and 2025 form)] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.3(j)] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the Commission on [removed: May 1, 2023)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)] [added: February 10, 2025) (2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit103j-ned2024rsuagre.htm)] | | |

| [removed: 10.3(g)] [added: 10.5] | | | | | | [removed: [Restricted Stock Units Award] [added: [Employment] Agreement [removed: under the ON] [added: by and between] Semiconductor [removed: Corporation Amended] [added: Components Industries, LLC] and [removed: Restated Stock Incentive Plan for] Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, [removed: 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit102thadtrentrsuawar.htm)] [added: 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit101thadtrentemploym.htm)] | | |

| [removed: 10.3(h)] [added: 10.3] | | | | | | [removed: [Performance-Based Restricted Stock Units Award Agreement under the ON] [added: [ON] Semiconductor Corporation [removed: Amended and Restated] [added: 2000 Employee] Stock [removed: Incentive] [added: Purchase] Plan [removed: for Thad Trent, dated February] [added: (as amended and restated effective August] 16, [removed: 2021] [added: 2024)] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: May 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm)] [added: October 28, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)] | | |

| [removed: 10.3(i)] [added: 10.8] | | | | | | [Form of [removed: Restricted Stock Award] [added: Indemnification] Agreement [removed: for] [added: with] Directors [removed: under the ON Semiconductor Corporation Amended] and [removed: Restated Stock Incentive Plan (2022](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[, 2023 and](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[)] [added: Officers] (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the Commission on [removed: August 1, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)] [added: February 25, 2016)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312516478268/d77585dex101.htm)] | | |

| [removed: 10.4] [added: 10.10] | | | | | | [removed: [ON Semiconductor Corporation 2000 Employee] [added: [Non-employee Director] Stock [removed: Purchase] [added: Election and Deferral] Plan [removed: (as amended](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [and restated](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [effective](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [August](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [1](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[6](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [(incorporated] [added: (incorporated] by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q filed with the Commission [removed: on](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [October](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [2](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[8](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)] [added: on July 29, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024033229/exhibit102-nonxemployeedir.htm)] | | |

| [removed: 10.5] [added: 10.4] | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the Commission on February 16, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm) | | |

| [removed: 10.6] [added: 10.14(a)] | | | | | | [removed: [Employment Agreement] [added: [Master Framework Agreement, dated as of September 23, 2025,] by and between Semiconductor Components Industries, [removed: LLC] [added: LLC,] and [removed: Thad Trent, dated February 16, 2021] [added: Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd., Aura Semiconductor Limited and Aim Core Holdings Limited] (incorporated by reference to Exhibit 10.1 to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the Commission on [removed: May 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit101thadtrentemploym.htm)] [added: September 23, 2025)†](https://www.sec.gov/Archives/edgar/data/1097864/000114036125035762/ef20055921_ex10-1.htm)] | | |

| [removed: 10.7] [added: 10.6] | | | | | | [Form of Employment Agreement for Executive Vice Presidents/Group Presidents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 4, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312524057909/d798599dex101.htm) | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of Employment Agreement for Senior Vice Presidents (Direct Reports to Chief Executive Officer) (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on February 5, 2024 (2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024003201/exhibit1014formofnewemploy.htm) | | |

| 10.9 | | | | | | [removed: [Form of Indemnification Agreement with Directors and Officers] [added: [onsemi Nonqualified Deferred Compensation Plan for senior officers] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: February 25, 2016)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312516478268/d77585dex101.htm)] [added: May 22, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312524145010/d103644dex101.htm)] | | |

| [removed: 10.10] [added: 10.11(a)] | | | | | | [removed: [onsemi Nonqualified Deferred Compensation Plan] [added: [Form of Confirmation] for [removed: senior officers] [added: Convertible Notes Hedges related to the Company’s 0% Convertible Senior Note due 2027] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May [removed: 22, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312524145010/d103644dex101.htm)] [added: 19, 2021)](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm)] | | |

| [removed: 10.13(a)] [added: 10.12(b)] | | | | | | [Form of Confirmation for [removed: Convertible Notes Hedges] [added: Warrants] related to the Company’s [removed: 0%] [added: 0.50%] Convertible Senior [removed: Note] [added: Notes] due [removed: 2027] [added: 2029] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s [added: Amendment No. 1 to] Current Report on Form [removed: 8-K] [added: 8-K/A] filed with the Commission on [removed: May 19, 2021)](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm)] [added: March 2, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523057348/d453477dex102.htm)] | | |

| [removed: 10.15(a)] [added: 10.13(a)] | | | | | | [Credit Agreement, dated as of June 22, 2023, by and among ON Semiconductor Corporation, as borrower, the several lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners and BMO Capital Markets, as sustainability structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 26, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex101.htm) | | |

| [removed: 10.15(b)] [added: 10.13(b)] | | | | | | [Guarantee Agreement, dated as of June 22, 2023, among the signatories thereto, as grantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 26, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex102.htm) | | |

| [removed: 10.15(c)] [added: 10.13(c)] | | | | | | [Security Agreement, dated as of June 22, 2023, among ON Semiconductor Corporation and the other signatories thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 26, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex103.htm) | | |

| 19.1 | | | | | | [onsemi Insider Trading Policy, as amended and restated as of November 16, [removed: 2023(1)†](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm)] [added: 2023 (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed with the](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm) [C](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm)[ommission on February 10,](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm) [](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm)[2025)†](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit191-2024form10xkins.htm)] | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit211-listofsubsidiar.htm)] [added: Subsidiaries(1)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit211-listofsubsidiar.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers [removed: LLP(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit2312024formconforme.htm)] [added: LLP(1)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit2312025form10-k.htm)] | | |

| 24.1 | | | | | | [Powers of [removed: Attorney(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit2412024formpowerofa.htm)] [added: Attorney(1)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit2412025formpowerofa.htm)] | | |

| 31.1 | | | | | | [Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit3112024form10-kfinal.htm)] [added: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit3112025form10-k.htm)] | | |

| 31.2 | | | | | | [Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit3122024form10-kfinal.htm)] [added: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit3122025form10-k.htm)] | | |

| 32 | | | | | | [Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002(3)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit322024form10-kfinal.htm)] [added: 2002(3)](https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/exhibit322025form10-k.htm)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023](#i90a8246f21774bd79238dfccc8b89ebf_241) | | | [108](#i90a8246f21774bd79238dfccc8b89ebf_241) | | |

| 10.14(b) | | | | | | [Form of Support Services Agreement, by and between Semiconductor Components Industries, LLC and Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd. and Aura Semiconductor Limited (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2025)†](https://www.sec.gov/Archives/edgar/data/1097864/000114036125035762/ef20055921_ex10-2.htm) | | |

| | | | | | | | | |

| [Schedule II - Valuation and Qualifying Accounts](#iab01253623b94088bf6722655350bfeb_241) | | | [97](#iab01253623b94088bf6722655350bfeb_241) | | |

| 10.3(j) | | | | | | [Form of Restricted Stock Units Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2024 form) (1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit103j-ned2024rsuagre.htm) | | |

| 10.11 | | | | | | [Non-employee Director Stock Election and Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024033229/exhibit102-nonxemployeedir.htm) | | |

| 10.12 | | | | | | [Settlement Agreement, dated October 19, 2019, by and between ON Semiconductor Corporation and Power Integrations, Inc. (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the Commission on February 19, 2020)](https://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex1020.htm) | | |

| 10.13(b) | | | | | | [Form of Confirmation for Warrants related to the Company’s 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex102.htm) | | |

| 10.14(a) | | | | | | [Form of Confirmation for Convertible Note Hedges related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523057348/d453477dex101.htm) | | |

| 10.14(b) | | | | | | [Form of Confirmation for Warrants related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.2 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523057348/d453477dex102.htm) | | |

| February [removed: 10, 2025] [added: 9, 2026] | | | | | | ON Semiconductor Corporation | | |

| /s/ HASSANE EL-KHOURY | | | President, Chief Executive Officer and Director | | | February [removed: 10, 2025] [added: 9, 2026] | | |

| /s/ THAD TRENT | | | Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] | | | February [removed: 10, 2025] [added: 9, 2026] | | |

| * | | | Chair of the Board of Directors | | | February [removed: 10, 2025] [added: 9, 2026] | | |

| * | | | Director | | | February [removed: 10, 2025] [added: 9, 2026] | | |

| Gregory [added: L.] Waters | | | | | | | | |

| *By: /s/ THAD TRENT | | | Attorney-in-Fact | | | February [removed: 10, 2025] [added: 9, 2026] | | |

We have audited the accompanying consolidated balance sheets of ON Semiconductor Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s inventory balance of [removed: $2,242.0] [added: $1,989.6] million as of December 31, [removed: 2024,] [added: 2025,] is stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value.

| | | | [removed: December 31, 2024] | | | | | | [removed: December 31, 2023] [added: 2024] | | | [added: | | | 2023 | | | | | |]

| Cash and cash equivalents | | | $ | [added: 2,147.6 | | | | | $ |] 2,691.3 | | | | | $ | 2,483.0 | |

| Short-term investments | | | [removed: 300.0] [added: 400.0] | | | | | | [removed: —] [added: 300.0] | | |

| Receivables, net | | | [removed: 1,160.1] [added: 908.0] | | | | | | [removed: 935.4] [added: 1,160.1] | | |

| Inventories | | | [removed: 2,242.0] [added: 1,989.6] | | | | | | [removed: 2,111.8] [added: 2,242.0] | | |

| Other current assets | | | [removed: 358.6] [added: 352.9] | | | | | | [removed: 382.1] [added: 353.3] | | |

| Total current assets | | | [removed: 6,752.0] [added: 5,823.1] | | | | | | [removed: 5,912.3] [added: 6,752.0] | | |

| Property, plant and equipment, net | | | [removed: 4,361.4] [added: 3,369.0] | | | | | | [removed: 4,401.5] [added: 4,361.4] | | |

| Goodwill | | | [removed: 1,587.9] [added: 1,679.9] | | | | | | [removed: 1,577.6] [added: 1,587.9] | | |

| Intangible assets, net | | | [removed: 257.9] [added: 343.9] | | | | | | [removed: 299.3] [added: 257.9] | | |

| Deferred tax assets | | | [removed: 729.9] [added: 929.1] | | | | | | [removed: 600.8] [added: 729.9] | | |

| ROU financing lease assets | | | [removed: 40.5] [added: 23.1] | | | | | | [removed: 42.4] [added: 40.5] | | |

| Other assets | | | [removed: 360.2] [added: 356.0] | | | | | | [removed: 381.3] [added: 360.2] | | |

| Total assets | | | $ | [removed: 14,089.8] [added: 12,524.1] | | | | | $ | [removed: 13,215.2] [added: 14,089.8] | |

| Accounts payable | | | $ | [removed: 574.5] [added: 572.3] | | | | | $ | [removed: 725.6] [added: 574.5] | |

| Accrued expenses and other current liabilities | | | [removed: 760.0] [added: 714.9] | | | | | | [removed: 663.2] [added: 760.0] | | |

| Current portion of financing lease liabilities | | | [removed: 0.3] [added: 0.5] | | | | | | [removed: 0.8] [added: 0.3] | | |

| Total current liabilities | | | [removed: 1,334.8] [added: 1,287.7] | | | | | | [removed: 2,183.6] [added: 1,334.8] | | |

| Long-term debt | | | [removed: 3,345.9] [added: 2,980.5] | | | | | | [removed: 2,542.6] [added: 3,345.9] | | |

| Deferred tax liabilities | | | [removed: 37.6] [added: 41.7] | | | | | | [removed: 38.7] [added: 37.6] | | |

| Long-term financing lease liabilities | | | [removed: 20.7] [added: 23.8] | | | | | | [removed: 22.4] [added: 20.7] | | |

| Other long-term liabilities | | | [removed: 536.3] [added: 498.5] | | | | | | [removed: 627.3] [added: 536.3] | | |

| Total liabilities | | | [removed: 5,275.3] [added: 4,832.2] | | | | | | [removed: 5,414.6] [added: 5,275.3] | | |

| Common stock ($0.01 par value, 1,250,000,000 shares authorized, [removed: 622,655,553] [added: 624,962,201] and [removed: 616,281,996] [added: 622,655,553] shares issued, [removed: 422,955,173] [added: 396,740,551] and [removed: 426,386,426] [added: 422,955,173] shares outstanding, respectively) | | | 6.2 | | | | | | 6.2 | | |

| Additional paid-in capital | | | [removed: 5,372.2] [added: 5,538.6] | | | | | | [removed: 5,210.9] [added: 5,372.2] | | |

| Accumulated other comprehensive loss | | | [removed: (62.4)] [added: (55.5)] | | | | | | [removed: (45.2)] [added: (62.4)] | | |

| Accumulated earnings | | | [removed: 8,120.9] [added: 8,241.9] | | | | | | [removed: 6,548.1] [added: 8,120.9] | | |

| Less: Treasury stock, at cost; [removed: 199,700,380] [added: 228,221,650] and [removed: 189,895,570] [added: 199,700,380] shares, respectively | | | [removed: (4,640.5)] [added: (6,057.9)] | | | | | | [removed: (3,937.4)] [added: (4,640.5)] | | |

| * | | | Director | | | February 9, 2026 | | |

| * | | | Director | | | February 9, 2026 | | |

| * | | | Director | | | February 9, 2026 | | |

| * | | | Director | | | February 9, 2026 | | |

| * | | | Director | | | February 9, 2026 | | |

| Assets held-for-sale | | | 25.0 | | | | | | 5.3 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Common Stock | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Accumulated Other Comprehensive Loss | | | | | | | | | | | | Treasury Stock | | | | | | | | | | | | Non-Controlling Interest | | | | | | | | |

| | | | Number of shares | | | | | | At Par Value | | | | | | | | | | | | Accumulated Earnings | | | | | | Number of shares | | | | | | At Cost | | | | | | | | | Total Equity | | | | | | | | | | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27,926,011) | | | | | | (1,388.3) | | | | | | — | | | | | | (1,388.3) | | |

| Comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 6.9 | | | | | | 121.0 | | | | | | — | | | | | | — | | | | | | 2.6 | | | | | | 130.5 | | |

| Balance at December 31, 2025 | | | 624,962,201 | | | | | | $ | 6.2 | | | | | $ | 5,538.6 | | | | | $ | (55.5) | | | | | $ | 8,241.9 | | | | | (228,221,650) | | | | | | $ | (6,057.9) | | | | | $ | 18.6 | | | | | $ | 7,691.9 | |

| Net income | | | $ | 123.6 | | | | | $ | 1,574.6 | | | | | $ | 2,185.6 | |

| Loss on sale or disposal of property, plant and equipment | | | 0.8 | | | | | | 5.5 | | | | | | 11.6 | | |

The determination of projected end‑user demand requires updated assumptions regarding customer requirements, market conditions, product transition plans, projected unit sales, and impacts from restructuring‑related strategic changes.

During 2025, the Company revised certain demand forecasts in connection with restructuring initiatives and changes in product roadmaps, which contributed to elevated inventory charges (see Note 7: ''Restructuring, Asset Impairments and Other, net'').

*Long-Lived Assets Held and Used*

For assets to be held and used, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

Estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group.

*Assets Held-for-Sale*

The Company classifies assets as held-for-sale in the period when all of the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (iv) the sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the assets beyond one year; (v) the assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company evaluates the probability of sale within one year, considering current market conditions for semiconductor equipment and the status of active marketing efforts.

If disposal does not occur within 12 months, the Company reassesses whether delays are caused by factors outside its control.

The assets that are classified as held-for-sale are initially measured at the lower of their carrying value or fair value less any costs to sell.

The determination of the fair value less costs to sell may require management to make judgments on significant estimates and assumptions including, but not limited to, indicative sales values, current market conditions and available data for transactions for similar assets.

The Company may use third-party valuation specialists to assist in the determination of such estimates.

Any impairment loss resulting from this measurement is recorded in Restructuring, asset impairments and other, net on the Consolidated Statements of Operations and the assets held-for-sale are recorded as a separate line within the Consolidated Balance Sheets.

Gains or losses are not recognized on assets held-for-sale until the sale date, when control transfers to the counterparty.

The fair values of assets less any costs to sell are assessed each reporting period for which they remain classified as held-for-sale, and any subsequent change is reported as an adjustment to the carrying value of the assets, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held-for-sale.

physical, functional and/or economic obsolescence that has occurred with respect to the asset.

When indicators of impairment are identified for assets associated with government incentives, the Company evaluates whether the impairment, expected change in use, or revised cash‑flow projections result in a probable and estimable repayment obligation under the relevant incentive agreements.

Any expected repayment obligation is recognized as a liability and recorded as an adjustment to the impairment charge in the period in which the obligation becomes probable and reasonably estimable.

Revenue is also recognized over time for products with

| Revenue from external customers | | | $ | 2,805.1 | | | | | $ | 2,261.9 | | | | | $ | 928.4 | | | | | $ | 5,995.4 | |

| Cost of revenue | | | 2,117.6 | | | | | | 1,105.4 | | | | | | 788.5 | | | | | | 4,011.5 | | |

| Segment gross profit | | | $ | 687.5 | | | | | $ | 1,156.5 | | | | | $ | 139.9 | | | | | $ | 1,983.9 | |

| Hong Kong | | | $ | 796.5 | | | | | $ | 622.0 | | | | | $ | 216.3 | | | | | $ | 1,634.8 | |

| United Kingdom | | | 596.5 | | | | | | 438.2 | | | | | | 312.3 | | | | | | 1,347.0 | | |

| Singapore | | | 689.4 | | | | | | 476.9 | | | | | | 86.1 | | | | | | 1,252.4 | | |

| United States | | | 507.5 | | | | | | 576.4 | | | | | | 146.7 | | | | | | 1,230.6 | | |

| | | | | | | | | |

| Christina Lampe-Önnerud | | | | | | | | |

February 10, 2025

[Table of Co](#iab01253623b94088bf6722655350bfeb_7)[ntents](#iab01253623b94088bf6722655350bfeb_7)

| Current portion of long-term debt | | | — | | | | | | 794.0 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Goodwill and intangible asset impairment | | | — | | | | | | — | | | | | | 386.8 | | |

[Table of Content](#iab01253623b94088bf6722655350bfeb_7)[s](#iab01253623b94088bf6722655350bfeb_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | 603,044,079 | | | | | | $ | 6.0 | | | | | $ | 4,633.3 | | | | | $ | (40.6) | | | | | $ | 2,435.1 | | | | | (170,571,261) | | | | | | $ | (2,448.4) | | | | | $ | 19.0 | | | | | $ | 4,604.4 | |

| Impact of the adoption of ASU 2020-06 | | | — | | | | | | — | | | | | | (129.1) | | | | | | — | | | | | | 27.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | (102.0) | | |

| Partial settlement of bond hedges - 1.625% Notes | | | — | | | | | | — | | | | | | 43.4 | | | | | | — | | | | | | — | | | | | | (617,554) | | | | | | (43.4) | | | | | | — | | | | | | — | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,988,453) | | | | | | (259.8) | | | | | | — | | | | | | (259.8) | | |

| Comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 17.4 | | | | | | 1,902.2 | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | 1,921.2 | | |

[Table of](#iab01253623b94088bf6722655350bfeb_7) [Contents](#iab01253623b94088bf6722655350bfeb_7)

| (Gain) loss on sale or disposal of fixed assets | | | 5.5 | | | | | | 11.6 | | | | | | (32.6) | | |

| Goodwill and intangible asset impairment charges | | | — | | | | | | — | | | | | | 386.8 | | |

| Divestiture of business, net of cash transferred | | | — | | | | | | — | | | | | | 263.1 | | |

Certain reclassifications within the statements of cash flows have been made to prior period amounts to conform to current period presentation.

During the first quarter of 2024, onsemi reorganized the existing divisions within certain of its operating and reportable segments and renamed the Advanced Solutions Group ("ASG") reportable segment to AMG.

Unless otherwise noted, all dollar amounts are in millions, except per share amounts.

The determination of projected end-user demand requires the use of estimates and assumptions related to projected unit sales for each product.

Although the Company does sell some products that have

transferred to a customer as a fulfillment cost and includes it in cost of revenue.

PSG formerly included the divisions of Advanced Power Division and Integrated Circuits, Protection and Signal Division ("IPS").

During the first quarter of 2024, management reorganized these divisions to the divisions of Automotive Power Division, Industrial Power Division and Multi-Market Power Division (“MPD”).

Further, IPS was split, with portions remaining in MPD and portions moving to the new Integrated Circuits Division within AMG.

Management performed a goodwill impairment analysis on the divisions (which were the reporting units) prior to and after the reorganization and did not identify an impairment.

| Revenue from external customers | | | $ | 3,467.1 | | | | | $ | 3,582.4 | | | | | $ | 1,276.7 | | | | | $ | 8,326.2 | |

| Cost of revenue | | | 1,866.7 | | | | | | 1,714.0 | | | | | | 668.3 | | | | | | 4,249.0 | | |

| Segment gross profit | | | $ | 1,600.4 | | | | | $ | 1,868.4 | | | | | $ | 608.4 | | | | | $ | 4,077.2 | |

(1)During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure.

As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation.

| Hong Kong | | | $ | 1,083.1 | | | | | $ | 974.5 | | | | | $ | 258.2 | | | | | $ | 2,315.8 | |

| Singapore | | | 955.7 | | | | | | 978.2 | | | | | | 200.0 | | | | | | 2,133.9 | | |

| United Kingdom | | | 617.9 | | | | | | 598.9 | | | | | | 275.5 | | | | | | 1,492.3 | | |

| United States | | | 543.7 | | | | | | 585.6 | | | | | | 335.4 | | | | | | 1,464.7 | | |

| Other | | | 266.7 | | | | | | 445.2 | | | | | | 207.6 | | | | | | 919.5 | | |

| Total | | | $ | 3,467.1 | | | | | $ | 3,582.4 | | | | | $ | 1,276.7 | | | | | $ | 8,326.2 | |