682189AG0 Filings — On Semiconductor Corporation - FilingSpy
682189AG0
On Semiconductor Corporation
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A maker of smart power and image-sensing chips used in cars, factories, and AI data centers, onsemi produces the EliteSiC line of silicon carbide chips that help electric vehicles go farther and charge faster. Born in 1999 as a spinoff of Motorola's chip business, it later swallowed the pioneering Fairchild Semiconductor. Its lowercase "onsemi" name was chosen in 2021 partly so it would rank better in web searches.
onsemi Q2 revenue rose 9% to $1.6B on broad demand recovery, and the company announced an all-stock deal to acquire Synaptics.
Demand returned across onsemi's main markets, lifting for the first time in over a year. Revenue rose 9% to $1.60 billion and expanded 0.9 points to 38.4% as factory utilization improved and AI data center sales grew, while more than tripled to $425 million. The recovery is underway, but the proposed Synaptics acquisition introduces integration and debt risks that will define the next year.
Key takeaways
rose 9% to $1,603.5 million, driven by higher demand in automotive, industrial, and AI data center end-markets, with the Power Solutions Group (PSG) up 19% to $829.0 million.
expanded 0.9 points to 38.4%, benefiting from improved factory utilization and a favorable mix, while the Analog and Mixed-Signal Group (AMG) margin improved 2.7 points to 53.4% on a richer product mix.
rose 33.7% to $258.6 million and increased 36.6% to $0.56, as the prior-year period included $49.2 million in restructuring charges that did not recur at the same scale.
Section summaries
Management's Discussion and Analysis
Q2 FY2026 revenue rose 9% to $1.6B on broad demand recovery, with gross margin expanding 80 bps to 38.4%.
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Total increased 9% to $1,603.5M, driven by higher demand across automotive, industrial, and AI data center end-markets.
PSG surged 19% to $829.0M, led by $63.9M growth in the 'other' end-market (including AI data centers) and $44.5M in automotive.
AMG dipped 2% to $545.7M on lower industrial demand, but improved 270 to 53.4% due to a richer product mix.
rose 300.9% to $425.4 million, driven by a 149.4% increase in to $459.7 million and held to about 1% of in the quarter.
The company announced a definitive agreement to acquire Synaptics in an all-stock transaction expected to close in mid-2027, incurring $10.7 million in related general and administrative costs during the quarter.
Cash and equivalents rose 39.1% to $3,514.5 million, while increased 9.2% to $3,657.3 million following the issuance of $1.5 billion in 0% convertible notes during the first half of 2026.
What changed
The Q1 FY2026 watch item for trajectory was answered: gross margin held essentially flat at 38.4% from 38.5% in Q1, as improved factory utilization offset mix effects, confirming the recovery from the prior year's charges is stable.
The Q1 watch item for PSG and SiC ramp was answered: PSG revenue rose 19% to $829.0 million, accelerating from the 14% growth in Q1, with AI data center demand cited as a key driver.
The Q1 watch item for remaining restructuring charges was partially answered: the company did not report new large-scale restructuring charges in Q2, a sharp decline from the $329.3 million recorded in Q1, suggesting the bulk of the 2025 Manufacturing Realignment Program is complete.
The FY2025 10-K flagged the adoption impact of a new ERP system; no material disruption was reported in Q2, indicating the transition risk has not yet crystallized into a financial impact.
What to watch
Q3 FY2026 trajectory from 38.4% as the demand recovery develops and the company laps the 37.9% margin from Q3 2025.
Progress and any new conditions on the Synaptics acquisition, including regulatory approvals and the potential $320 million termination fee if the deal fails.
Full-year 2026 against the guided ~5% of , and whether the Q2 run-rate of about 1% is sustained or increases in the second half.
Power Solutions Group SiC and margin next quarter after the 19% Q2 growth, to gauge whether the AI data center demand is a durable trend.
ISG grew 7% to $228.8M, with essentially flat at 41.4%.
expanded 80 to 38.4%, benefiting from improved factory utilization and favorable mix.
The company announced a definitive agreement to acquire Synaptics in an all-stock deal expected to close in mid-2027, incurring $10.7M in related G&A costs.
Liquidity remained strong with $3.9B in cash and short-term investments; $1.5B in 0% were issued during the first half of 2026.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risk from the information presented in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in the 2025 Form 10-K.
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There have been no material changes in market risk from the information presented in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in the 2025 Form 10-K.
See Note 10: ''Commitments and Contingencies'' under the heading "Legal Matters" in the notes to the consolidated unaudited financial statements included elsewhere in this Form 10-Q for additional information on our legal proceedings and related matters. See also Part I, Item 1…
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See Note 10: ''Commitments and Contingencies'' under the heading "Legal Matters" in the notes to the consolidated unaudited financial statements included elsewhere in this Form 10-Q for additional information on our legal proceedings and related matters. See also Part I, Item 1 "Business - Government Regulation" of the 2025 Form 10-K for information on certain environmental matters.
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Table of Contents
New risks center on the proposed Synaptics acquisition, including deal failure, integration challenges, and increased debt.
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The Merger may not close by mid-2027 or at all, risking a stock price decline, a potential $320M regulatory payment, and wasted deal costs.
Regulatory approvals may be delayed, denied, or impose adverse conditions that could force abandonment of the deal.
Integrating Synaptics poses significant execution risks—disrupting customer relationships, R&D coordination, and key employee retention—that could prevent realizing expected synergies.
Deal uncertainty and management distraction may harm existing business relationships, trigger negative publicity, or lead to litigation against the company and its directors.
Merger-related restrictions limit onsemi's ability to pursue other strategic opportunities and may suspend stock repurchases under the New Program.
Assuming or repaying Synaptics' debt (including 4.000% Senior Notes due 2029) and potential from could strain liquidity and reduce financial flexibility.