on-20260403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

(Commission File Number) 001-39317

ON SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						36-3840979
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5701 N. Pima Road

Scottsdale, AZ 85250

(602) 244-6600

(Address, zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares of the issuer's common stock outstanding at April 29, 2026 was 391,903,191.

Table of Contents

ON SEMICONDUCTOR CORPORATION FORM 10-Q

TABLE OF CONTENTS

Part I: Financial Information



			Item 1. Financial Statements (unaudited)			4
			Consolidated Balance Sheets			4
			Consolidated Statements of Operations and Comprehensive Income			5
			Consolidated Statements of Stockholders' Equity			6
			Consolidated Statements of Cash Flows			7
			Notes to Consolidated Financial Statements			8
			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			25
			Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
			Item 4. Controls and Procedures			31

Part II: Other Information




			Item 1. Legal Proceedings			31
			Item 1A. Risk Factors			31
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
			Item 3. Defaults Upon Senior Securities			33
			Item 4. Mine Safety Disclosures			33
			Item 5. Other Information			33
			Item 6. Exhibits			34
			Signatures			35

(See the glossary of selected terms immediately following this table of contents for definitions of certain abbreviated terms.)

Table of Contents

ON SEMICONDUCTOR CORPORATION

FORM 10-Q

GLOSSARY OF SELECTED ABBREVIATED TERMS*


Abbreviated Term						Defined Term
0% Notes						0% Convertible Senior Notes due 2027
0.50% Notes						0.50% Convertible Senior Notes due 2029
3.875% Notes						3.875% Senior Notes due 2028
ADAS						Advanced driver-assistance systems
AI						Artificial Intelligence
Amended and Restated SIP						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
ASU						Accounting Standards Update
Commission or SEC						Securities and Exchange Commission
Credit Agreement						Credit agreement, dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and certain other parties, providing for the Revolving Credit Facility
EFK						East Fishkill, New York fabrication facility
ESPP						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
Exchange Act						Securities Exchange Act of 1934, as amended
IP						Intellectual property
IRS						United States Internal Revenue Service
IT						Information Technology
Revolving Credit Facility						A $1.5 billion senior revolving credit facility created pursuant to the Credit Agreement
ROU						Right-of-use
RSU						Restricted stock unit
SiC						Silicon carbide
SiC JFET						Silicon Carbide Junction Field-Effect Transistor
Securities Act						Securities Act of 1933, as amended
U.S. or United States						United States of America

* Terms used, but not defined, within the body of the Form 10-Q are defined in this Glossary.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

(unaudited)


	April 3, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	2,003.6	$	2,147.6
Short-term investments	400.0		400.0
Receivables, net	862.8		908.0
Inventories	2,049.2		1,989.6
Assets held-for-sale	40.4		25.0
Other current assets	419.6		352.9
Total current assets	5,775.6		5,823.1
Property, plant and equipment, net	3,035.6		3,369.0
Goodwill	1,679.9		1,679.9
Intangible assets, net	332.2		343.9
Deferred tax assets	933.2		929.1
ROU financing lease assets	—		23.1
Other assets	254.3		356.0
Total assets	$	12,010.8	$	12,524.1
Liabilities and Stockholders’ Equity
Accounts payable	$	486.1	$	572.3
Accrued expenses and other current liabilities	698.7		714.9
Current portion of financing lease liabilities	0.5		0.5

Total current liabilities	1,185.3		1,287.7
Long-term debt	2,982.9		2,980.5
Deferred tax liabilities	46.5		41.7
Long-term financing lease liabilities	23.1		23.8
Other long-term liabilities	452.2		498.5
Total liabilities	4,690.0		4,832.2
Commitments and contingencies (Note 10)
ON Semiconductor Corporation stockholders’ equity:
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 626,221,307 and 624,962,201 issued, 391,871,484 and 396,740,551 outstanding, respectively)	6.3		6.2
Additional paid-in capital	5,582.5		5,538.6
Accumulated other comprehensive loss	(61.7)		(55.5)
Accumulated earnings	8,208.5		8,241.9
Less: Treasury stock, at cost: 234,349,823 and 228,221,650 shares, respectively	(6,433.9)		(6,057.9)
Total ON Semiconductor Corporation stockholders’ equity	7,301.7		7,673.3
Non-controlling interest	19.1		18.6
Total stockholders’ equity	7,320.8		7,691.9
Total liabilities and stockholders’ equity	$	12,010.8	$	12,524.1

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in millions, except per share data)

(unaudited)


	Quarters Ended
	April 3, 2026		April 4, 2025
Revenue	$	1,513.3	$	1,445.7
Cost of revenue	930.2		1,151.9
Gross profit	583.1		293.8
Operating expenses:
Research and development	144.3		164.1
Selling and marketing	63.0		68.3
General and administrative	89.4		84.4
Amortization of intangible assets	10.5		11.4
Restructuring, asset impairments and other, net	329.3		539.3
Total operating expenses	636.5		867.5
Operating loss	(53.4)		(573.7)
Other income (expense), net:
Interest expense	(12.7)		(18.0)
Interest income	17.7		26.6
Other income	3.8		4.1
Other income (expense), net	8.8		12.7
Loss before income taxes	(44.6)		(561.0)
Income tax benefit	11.7		75.8
Net loss	(32.9)		(485.2)
Less: Net income attributable to non-controlling interest	(0.5)		(0.9)
Net loss attributable to ON Semiconductor Corporation	$	(33.4)	$	(486.1)


Net loss per share of common stock attributable to ON Semiconductor Corporation:
Basic	$	(0.08)	$	(1.15)
Diluted	$	(0.08)	$	(1.15)
Weighted-average shares of common stock outstanding:
Basic	394.1		421.3
Diluted	394.1		421.3

Comprehensive loss, net of tax:
Net loss	$	(32.9)	$	(485.2)
Foreign currency translation adjustments	(0.3)		1.4
Effects of cash flow hedges and other adjustments	(5.9)		4.5
Other comprehensive income (loss), net of tax	(6.2)		5.9
Comprehensive loss	(39.1)		(479.3)
Comprehensive income attributable to non-controlling interest	(0.5)		(0.9)
Comprehensive loss attributable to ON Semiconductor Corporation	$	(39.6)	$	(480.2)

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in millions, except share data)

(unaudited)


	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

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
Shares issued pursuant to the ESPP	145,117	—		6.7		—		—		—	—		—		6.7
RSUs released and stock grant awards issued	1,113,989	0.1		(0.1)		—		—		—	—		—		—



Payment of tax withholding for RSUs	—	—		—		—		—		(418,851)	(27.4)		—		(27.4)
Share-based compensation	—	—		37.3		—		—		—	—		—		37.3
Repurchase of common stock	—	—		—		—		—		(5,709,322)	(348.6)		—		(348.6)

SEC Form 10-Q filed by ON Semiconductor Corporation