Form 8-K

8-K — ON SEMICONDUCTOR CORP

Accession: 0001140361-26-018868

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001097864

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20072220_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072220_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20072220_8k.htm · Sequence: 1

false0001097864NASDAQ00010978642026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 4, 2026

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39317

36-3840979

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

ON Semiconductor Corporation

5701 N. Pima Road

Scottsdale, Arizona

85250

(Address of principal executive offices)

(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02.

Results of Operation and Financial Condition.

On May 4, 2026, ON Semiconductor Corporation announced in a news release

its financial performance for the first quarter ended April 3, 2026 and other related material information (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed to

be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that

section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set

forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The below exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit No.

Description

99.1

News release for ON Semiconductor Corporation, dated May 4, 2026, announcing financial performance for the first quarter ended April 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

ON SEMICONDUCTOR CORPORATION

(Registrant)

Date: May 4, 2026

By:

/s/ Thad Trent

Thad Trent

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072220_ex99-1.htm · Sequence: 2

Exhibit 99.1

onsemi Reports First Quarter 2026 Results

Year-over-year operating income growth outpaces revenue growth by 2x

SCOTTSDALE, Ariz., – May 4, 2026 –

onsemi (the “Company”) (Nasdaq: ON) today announced its first quarter 2026 results with the following highlights:

•

Revenue of $1,513 million, exceeding the midpoint of our guidance

•

GAAP and non-GAAP gross margin of 38.5%

•

GAAP operating margin of (3.5)% and non-GAAP operating margin 19.1%

•

GAAP diluted loss per share of ($0.08) and non-GAAP diluted earnings per share $0.64

•

Share repurchases of $346 million, representing approximately 160% of free cash flow

“We exceeded expectations as demand strengthened through the quarter and we have moved beyond the cyclical trough on a path to recovery. Our AI data center business

accelerated, growing more than 30% sequentially.” said Hassane El‑Khoury, President and CEO of onsemi. “Looking ahead, we are encouraged by the underlying health of the business and the long‑term opportunities driven by increasing semiconductor

content in automotive, industrial and AI data center applications.”

“With our operational improvements, we delivered strong operating leverage in our business with a 10% year-over-year increase in operating income, outpacing revenue growth

by 2x. The strength of our portfolio and optimized cost structure position us to accelerate margins and earnings as market conditions continue to improve,” said Thad Trent, EVP and CFO of onsemi. “We continue to generate strong free cash flow and

return capital to shareholders. With our disciplined approach, we remain focused on sustaining long-term value creation for shareholders.”

Business Highlights:

•

AI data center revenue more than doubled year-over-year due to broader adoption across the power tree with multiple chip vendors and leading hyperscalers.

•

Leading in the transition to 900V EV architectures with onsemi EliteSiC, enabling extended range and flash charging,

including expanded collaborations with Geely and NIO.

•

Increasing software-defined vehicle momentum with initial production shipments of Treo-based 10BASE-T1S Ethernet

solutions, supporting the next-generation zonal architecture at a leading North American OEM.

•

Announced new design win with Sineng Electric to power its 430kW liquid-cooled energy storage

systems and 320 kW solar inverter.

Selected financial results for the quarter are shown below with comparable periods (unaudited):

GAAP

Non-GAAP

(Revenue and Net Income in millions)

Q1 2026

Q4 2025

Q1 2025

Q1 2026

Q4 2025

Q1 2025

Revenue

1,513.3

1,530.1

1,445.7

1,513.3

1,530.1

1,445.7

Gross Margin

38.5

36.0

20.3

38.5

38.2

40.0

Operating Margin

(3.5

13.1

(39.7

19.1

19.8

18.3

Net Income (loss) attributable to ON Semiconductor Corporation

(33.4

)

181.8

(486.1

)

253.1

257.2

231.6

Diluted Earnings (loss) Per Share

(0.08

)

0.45

(1.15

)

0.64

0.55

Revenue Summary

(in millions)

(Unaudited)

Quarters Ended

Business Segment

Q1 2026

Q4 2025

Q1 2025

Sequential

Change

Year-over-

Year Change

PSG

736.6

724.2

645.1

AMG

540.4

556.3

566.4

ISG

236.3

249.6

234.2

Total

1,513.3

1,530.1

1,445.7

SECOND QUARTER 2026 OUTLOOK

The following table outlines onsemi’s projected second quarter of 2026 GAAP and non-GAAP outlook.

Total onsemi

GAAP

Special

Items **

Total onsemi

Non-GAAP***

Revenue

$1,535 to $1,635 million

Gross Margin

37.9% to 39.9%

0.1%

38.0% to 40.0%

Operating Expenses

$302 to $317 million

$15 million

$287 to $302 million

Other Income and Expense (including interest), net

($6 million)

Diluted Earnings Per Share

$0.60 to $0.72

$0.05

$0.65 to $0.77

Diluted Shares Outstanding *

401 million

7 million

394 million

Diluted shares outstanding can vary as a result of, among other things, the vesting of restricted stock units, the incremental dilutive shares from the convertible notes, and the repurchase or the

issuance of stock or convertible notes or the sale of treasury shares. In periods when the quarterly average stock price per share exceeds $52.97 for the 0% Notes, and $103.87 for the 0.50% Notes, the non-GAAP diluted share count and non-GAAP

net income per share include the anti-dilutive impact of the hedge transactions entered concurrently with the 0% Notes, and the 0.50% Notes, respectively. At an average stock price per share between $52.97 and $74.34 for the 0% Notes, and

$103.87 and $156.78 for the 0.50% Notes, the hedging activity offsets the potentially dilutive effect of the 0% Notes, and the 0.50% Notes, respectively. In periods when the quarterly average stock price exceeds $74.34 for the 0% Notes, and

$156.78 for the 0.50% Notes, the dilutive impact of the warrants issued concurrently with such notes is included in the diluted shares outstanding. GAAP and non-GAAP diluted share counts are based on either the previous quarter's average

stock price or the stock price as of the last day of the previous quarter, whichever is higher.

Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; restructuring-related cost of revenue charges; non-recurring

facility costs; in-process research and development expenses; restructuring, asset impairments and other, net; goodwill impairment charges; gains and losses on debt prepayment; actuarial (gains) losses on pension plans and other pension

benefits; and certain other special items, as necessary. These special items are out of our control and could change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the

individual impact or probable significance of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking income statement,

balance sheet and statement of cash flows in accordance with GAAP. For this reason, we use a projected range of the aggregate amount of special items in order to calculate our projected non-GAAP operating expense outlook.

***

We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to

evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects

of our operations that, when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases, provide a more complete understanding of factors and trends affecting our

business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names.

TELECONFERENCE

onsemi will host a conference call for the financial community at 5 p.m. Eastern Time (ET)

on May 4, 2026 to discuss this announcement and onsemi’s first quarter 2026 results. The Company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at http://www.onsemi.com. The

webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the

conference call by pre-registering here.

About onsemi

onsemi (Nasdaq: ON) delivers intelligent power and

sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve

complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy-efficient world. onsemi is

included in the S&P 500® index. Learn more about onsemi at www.onsemi.com.

# # #

onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document

are registered trademarks or trademarks of their respective holders. Although the Company references its website in this news release, information on the website is not to be incorporated herein.

Krystal Heaton

Parag Agarwal

Director, Head of Public Relations

Vice President - Investor Relations & Corporate Development

onsemi

(480) 242-6943

(602) 244-3437

Krystal.Heaton@onsemi.com

investor@onsemi.com

This document includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of

onsemi, including financial guidance for the second quarter of 2026. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,”

“should” or similar expressions or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and

other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Certain factors that could affect our future results or events are described under Part I, Item 1A “Risk Factors” in the

2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 9, 2026 (the “2025 Form 10-K”) and from time to time in our other SEC reports. Readers are cautioned not to place undue reliance on forward-looking

statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the

trends, risks and uncertainties described in this document, our 2025 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties

actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking

statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share and percentage data)

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Revenue

1,513.3

1,530.1

1,445.7

Cost of revenue

930.2

979.1

1,151.9

Gross profit

583.1

551.0

293.8

Gross margin

38.5

36.0

20.3

Operating expenses:

Research and development

144.3

133.8

164.1

Selling and marketing

63.0

61.5

68.3

General and administrative

89.4

86.0

84.4

Amortization of intangible assets

10.5

10.8

11.4

Restructuring, asset impairments and other, net

329.3

58.8

539.3

Total operating expenses

636.5

350.9

867.5

Operating income (loss)

(53.4

)

200.1

(573.7

)

Other income (expense), net:

Interest expense

(12.7

)

(17.3

)

(18.0

)

Interest income

17.7

20.6

26.6

Other income

3.8

13.7

4.1

Other income (expense), net

8.8

17.0

12.7

Income (loss) before income taxes

(44.6

)

217.1

(561.0

)

Income tax (provision) benefit

11.7

(35.3

)

75.8

Net income (loss)

(32.9

)

181.8

(485.2

)

Less: Net income attributable to non-controlling interest

(0.5

)

—

(0.9

)

Net income (loss) attributable to ON Semiconductor Corporation

(33.4

)

181.8

(486.1

)

Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:

Basic

(0.08

)

0.45

(1.15

)

Diluted

(0.08

)

0.45

(1.15

)

Weighted average common shares outstanding:

Basic

394.1

400.8

421.3

Diluted

394.1

402.3

421.3

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions)

April 3, 2026

December 31,

2025

April 4, 2025

Assets

Cash and cash equivalents

2,003.6

2,147.6

2,762.5

Short-term investments

400.0

250.0

Receivables, net

862.8

908.0

825.0

Inventories

2,049.2

1,989.6

2,078.2

Assets held-for-sale

40.4

25.0

45.7

Other current assets

419.6

352.9

365.1

Total current assets

5,775.6

5,823.1

6,326.5

Property, plant and equipment, net

3,035.6

3,369.0

3,840.5

Goodwill

1,679.9

1,641.6

Intangible assets, net

332.2

343.9

309.2

Deferred tax assets

933.2

929.1

745.5

ROU financing lease assets

—

23.1

39.9

Other assets

254.3

356.0

350.7

Total assets

12,010.8

12,524.1

13,253.9

Liabilities and Stockholders’ Equity

Accounts payable

486.1

572.3

496.6

Accrued expenses and other current liabilities

698.7

714.9

781.3

Current portion of financing lease liabilities

0.5

0.4

Total current liabilities

1,185.3

1,287.7

1,278.3

Long-term debt

2,982.9

2,980.5

3,348.3

Deferred tax liabilities

46.5

41.7

45.6

Long-term financing lease liabilities

23.1

23.8

21.6

Other long-term liabilities

452.2

498.5

511.2

Total liabilities

4,690.0

4,832.2

5,205.0

ON Semiconductor Corporation stockholders’ equity:

Common stock

6.3

6.2

Additional paid-in capital

5,582.5

5,538.6

5,411.4

Accumulated other comprehensive loss

(61.7

)

(55.5

)

(56.5

)

Accumulated earnings

8,208.5

8,241.9

7,634.8

Less: Treasury stock, at cost

(6,433.9

)

(6,057.9

)

(4,966.0

)

Total ON Semiconductor Corporation stockholders’ equity

7,301.7

7,673.3

8,029.9

Non-controlling interest

19.1

18.6

19.0

Total stockholders’ equity

7,320.8

7,691.9

8,048.9

Total liabilities and stockholders’ equity

12,010.8

12,524.1

13,253.9

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Cash flows from operating activities:

Net income (loss)

(32.9

)

181.8

(485.2

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

286.7

214.9

168.2

(Gain) loss on sale and disposal of fixed assets

(1.1

)

7.9

0.2

Amortization of debt discount and issuance costs

2.9

2.8

2.9

Share-based compensation

37.3

37.8

33.9

Non-cash asset impairment charges

147.0

8.1

431.5

Change in deferred tax balances

2.7

(80.6

)

(13.7

)

Other

(2.2

)

(2.8

)

1.6

Changes in assets and liabilities

(201.3

)

184.6

462.9

Net cash provided by operating activities

239.1

554.5

602.3

Cash flows from investing activities:

Payments for acquisition of property, plant, and equipment

(21.9

)

(69.1

)

(147.6

)

Proceeds from sale of property, plant and equipment

1.0

25.4

0.2

Purchase of short-term investments

(300.0

)

(250.0

)

(250.0

)

Proceeds from the maturity of short-term investments

300.0

250.0

300.0

Payments for acquisition of a business, net of cash acquired

—

(7.0

)

(117.5

)

Other

4.2

—

Net cash used in investing activities

(16.7

)

(50.7

)

(214.9

)

Cash flows from financing activities:

Proceeds for the issuance of common stock under the ESPP

6.7

5.5

5.3

Payment of tax withholding for RSUs

(26.9

)

(1.6

)

(22.4

)

Repurchase of common stock

(345.7

)

(450.2

)

(300.1

)

Repayment of borrowings under debt agreements

—

(375.0

)

—

Payment of finance lease obligations

(0.1

)

(0.5

)

(0.4

)

Other

—

(2.1

)

—

Net cash used in financing activities

(366.0

)

(823.9

)

(317.6

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(0.3

)

(4.9

)

2.0

Net increase (decrease) in cash, cash equivalents and restricted cash

(143.9

)

(325.0

)

71.8

Beginning cash, cash equivalents and restricted cash

2,149.0

2,474.0

2,693.4

Ending cash, cash equivalents and restricted cash

2,005.1

2,149.0

2,765.2

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES

(in millions, except per share and percentage data)

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Reconciliation of GAAP to non-GAAP gross profit:

GAAP gross profit

583.1

551.0

293.8

Special items:

)

Restructuring-related inventory and other charges

(1.0

)

32.1

283.4

)

Amortization of intangible assets

1.2

1.3

)

Amortization of fair market value step-up of inventory

—

0.6

—

Total special items

0.2

33.9

284.7

Non-GAAP gross profit

583.3

584.9

578.5

Reconciliation of GAAP to non-GAAP gross margin:

GAAP gross margin

38.5

36.0

20.3

Special items:

)

Restructuring-related inventory and other charges

(0.1

2.1

19.6

)

Amortization of intangible assets

0.1

Total special items

—

2.2

19.7

Non-GAAP gross margin

38.5

38.2

40.0

Reconciliation of GAAP to non-GAAP operating expenses:

GAAP operating expenses

636.5

350.9

867.5

Special items:

)

Amortization of intangible assets

(10.5

)

(10.8

)

(11.4

)

Restructuring, asset impairments and other charges, net

(329.3

)

(58.8

)

(539.3

)

Third-party acquisition and divestiture-related costs

(1.4

)

(0.6

)

(2.3

)

Adjustments to contingent consideration

(1.6

)

1.3

—

Total special items

(342.8

)

(68.9

)

(553.0

)

Non-GAAP operating expenses

293.7

282.0

314.5

Reconciliation of GAAP to non-GAAP operating income:

GAAP operating income (loss)

(53.4

)

200.1

(573.7

)

Special items:

)

Restructuring-related inventory and other charges

(1.0

)

32.1

283.4

)

Amortization of intangible assets

11.7

12.0

12.7

)

Restructuring, asset impairments and other charges, net

329.3

58.8

539.3

)

Third-party acquisition and divestiture-related costs

1.4

0.6

2.3

)

Amortization of fair market value step-up of inventory

—

0.6

—

)

Adjustments to contingent consideration

1.6

(1.3

)

—

Total special items

343.0

102.8

837.7

Non-GAAP operating income

289.6

302.9

264.0

Reconciliation of GAAP to non-GAAP operating margin (operating income / revenue):

GAAP operating margin

(3.5

13.1

(39.7

Special items:

)

Restructuring related inventory and other charges

(0.1

2.1

19.6

)

Amortization of intangible assets

0.8

0.9

)

Restructuring, asset impairments and other charges, net

21.8

3.8

37.3

)

Third-party acquisition and divestiture-related costs

0.1

—

0.2

)

Amortization of fair market value step-up of inventory

—

)

Adjustments to contingent consideration

0.1

—

Total special items

22.7

6.7

58.0

Non-GAAP operating margin

19.1

19.8

18.3

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES (Continued)

(in millions, except per share and percentage data)

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Reconciliation of GAAP to non-GAAP income before income taxes:

GAAP income (loss) before income taxes

(44.6

)

217.1

(561.0

)

Special items:

)

Restructuring-related inventory and other charges

(1.0

)

32.1

283.4

)

Amortization of intangible assets

11.7

12.0

12.7

)

Restructuring, asset impairments and other charges, net

329.3

58.8

539.3

)

Third-party acquisition and divestiture-related costs

1.4

0.6

2.3

)

Amortization of fair market value step-up of inventory

—

0.6

—

)

Adjustments to contingent consideration

1.6

(1.3

)

—

)

Actuarial gains on pension plans and other pension benefits

—

(12.9

)

—

Total special items

343.0

89.9

837.7

Non-GAAP income before income taxes

298.4

307.0

276.7

Reconciliation of GAAP to non-GAAP net income attributable to ON Semiconductor Corporation:

GAAP net income (loss) attributable to ON Semiconductor Corporation

(33.4

)

181.8

(486.1

)

Special items:

)

Restructuring-related inventory and other charges

(1.0

)

32.1

283.4

)

Amortization of intangible assets

11.7

12.0

12.7

)

Restructuring, asset impairments and other charges, net

329.3

58.8

539.3

)

Third-party acquisition and divestiture-related costs

1.4

0.6

2.3

)

Amortization of fair market value step-up of inventory

—

0.6

—

)

Adjustments to contingent consideration

1.6

(1.3

)

—

)

Actuarial gains on pension plans and other pension benefits

—

(12.9

)

—

)

Adjustment to Income taxes

(56.5

)

(14.5

)

(120.0

)

Total special items

286.5

75.4

717.7

Non-GAAP net income attributable to ON Semiconductor Corporation

253.1

257.2

231.6

Reconciliation of GAAP to non-GAAP diluted shares outstanding:

GAAP diluted shares outstanding

394.1

402.3

421.3

Special items:

)

Add: dilutive shares attributable to share-based awards

1.9

—

0.4

Total special items

1.9

—

0.4

Non-GAAP diluted shares outstanding

396.0

402.3

421.7

Non-GAAP diluted earnings per share:

Non-GAAP net income attributable to ON Semiconductor Corporation

253.1

257.2

231.6

Non-GAAP diluted shares outstanding

396.0

402.3

421.7

Non-GAAP diluted earnings per share

0.64

0.55

Reconciliation of net cash provided by operating activities to free cash flow:

Net cash provided by operating activities

239.1

554.5

602.3

Special items:

)

Payments for acquisition of property, plant and equipment

(21.9

)

(69.1

)

(147.6

)

Total special items

(21.9

)

(69.1

)

(147.6

)

Free cash flow

217.2

485.4

454.7

Certain of the amounts in the above tables may not total due to rounding of individual amounts.

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES (Continued)

(in millions, except per share and percentage data)

FREE CASH FLOW

Quarters Ended

July 4, 2024

October 3,

2025

December 31,

2025

April 3, 2026

Last Twelve

Months

Net cash provided by operating activities

184.3

418.7

554.5

239.1

1,396.6

Payments for acquisition of property, plant and equipment

(78.2

)

(46.3

)

(69.1

)

(21.9

)

(215.5

)

Free cash flow

106.1

372.4

485.4

217.2

1,181.1

Revenue

1,468.7

1,550.9

1,530.1

1,513.3

6,063.0

SHARE-BASED COMPENSATION

Total share-based compensation related to restricted stock units, stock grant awards and the employee stock purchase plan was as follows:

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Cost of revenue

6.4

7.1

6.0

Research and development

7.3

7.6

6.3

Selling and marketing

5.1

5.5

4.7

General and administrative

18.5

17.6

16.9

Total share-based compensation

37.3

37.8

33.9

SUPPLEMENTAL FINANCIAL DATA

Quarters Ended

April 3, 2026

December 31,

2025

April 4, 2025

Net cash provided by operating activities

239.1

554.5

602.3

Free cash flow

217.2

485.4

454.7

Cash paid for income taxes

46.6

63.7

21.5

Depreciation and amortization (1)

286.7

214.9

168.2

Less: Amortization of intangible assets

11.7

12.0

12.7

Depreciation and amortization (excl. amortization of intangible assets) (1)

275.0

202.9

155.5

(1) Includes $136.5 million, $70.6 million and $12.5 million of accelerated depreciation of PP&E and accelerated amortization of ROU assets related to

Restructuring programs for the quarters ended April 3, 2026, December 31, 2025 and April 4, 2025, respectively.

NON-GAAP MEASURES

To supplement the consolidated financial results prepared in accordance with GAAP, onsemi uses certain non-GAAP measures, which are adjusted from the most directly

comparable GAAP measures to exclude items related to the amortization of acquisition-related intangibles, restructuring-related cost of revenue charges, expensing of appraised inventory fair market value step-up, inventory valuation adjustments,

in-process research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment, non-cash interest expense, actuarial (gains) losses on pension plans and other pension

benefits, third party acquisition and divestiture-related costs, tax impact of these items and certain other non-recurring items, as necessary. Management does not consider the effects of these items in evaluating the core operational activities of

onsemi. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate onsemi’s current performance. In addition, the Company believes that most analysts covering onsemi use the non-GAAP measures

to evaluate onsemi’s performance. Given management’s and other relevant parties’ use of these non-GAAP measures, onsemi believes these measures are important to investors in understanding onsemi’s current and future operating results as seen through

the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in onsemi’s core business across different time periods. These non-GAAP measures are not prepared in

accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be

possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names.

Non-GAAP Gross Profit and Gross Margin

The use of non-GAAP gross profit and gross margin allows management to evaluate, among other things, the gross profit and gross margin of the Company’s core businesses

and trends across different reporting periods on a consistent basis, independent of non-cash and non-recurring items including, generally speaking, restructuring-related cost of revenue charges, amortization of intangible assets, amortization of

appraised inventory fair market value step-up, impact of business wind down and non-recurring facility costs. In addition, it is an important component of management’s internal performance measurement and incentive and reward process as it is used to

assess the current and historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and

analysts to evaluate our operating performance independent of certain non-cash items and the effects of certain variables unrelated to our overall operating performance.

Non-GAAP Operating Income and Operating Margin

The use of non-GAAP operating income and operating margin allows management to evaluate, among other things, the operating income and operating margin of the Company’s

core businesses and trends across different reporting periods on a consistent basis, independent of non-cash and non-recurring items including, generally speaking, restructuring-related cost of revenue charges, expensing of appraised inventory fair

market value step-up, impact of business wind down, non-recurring facility costs, amortization and impairments of intangible assets, third party acquisition and divestiture-related costs, restructuring charges, asset impairments and certain other

special items as necessary. In addition, it is an important component of management’s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business and for

strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate our operating performance independent of certain non-cash

items and the effects of certain variables unrelated to our overall operating performance.

Non-GAAP Net Income Attributable to ON Semiconductor Corporation and Non-GAAP Diluted Earnings Per Share

The use of non-GAAP net income attributable to ON Semiconductor Corporation and non-GAAP diluted earnings per share allows management to evaluate the operating results

of onsemi’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash and non-recurring items including, generally, the restructuring related cost of revenue charges, amortization and impairments of

intangible assets, expensing of appraised inventory fair market value step-up, impact of business wind down, non-recurring facility costs, restructuring, asset impairments, gains and losses on debt prepayment, actuarial (gains) losses on pension

plans and other pension benefits, third party acquisition and divestiture-related costs, discrete tax items and other non-GAAP tax adjustments and certain other special items, as necessary. In addition, these measures are important components of

management’s internal performance measurement and incentive and reward process, as they are used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, setting targets and

forecasting future results. For our non-GAAP reporting we apply a projected, normalized non-GAAP effective tax rate of 15% for 2026 and 16% for 2024 and 2025. We calculate this non-GAAP effective tax rate on an annual basis. We may update this

non-GAAP effective tax rate at any time for a variety of reasons, including, but not limited to, the rapidly evolving global tax environment, significant changes in our geographic earnings mix or changes to our strategy or business operations.

Management presents these non-GAAP financial measures to enable investors and analysts to understand the results of operations of onsemi’s core businesses and, to the extent comparable, to compare our results of operations on a more consistent basis

against those of other companies in our industry.

NON-GAAP MEASURES (Continued)

Free Cash Flow

The use of free cash flow allows management to evaluate, among other things, the ability of the Company to make interest or principal payments on its debt. Free cash

flow is defined as the difference between cash flow from operating activities and capital expenditures disclosed under investing activities in the consolidated statement of cash flows. Free cash

flow is not an alternative to cash flow from operating activities as a measure of liquidity. It is an important component of management’s internal performance measurement and incentive and reward process as it is used to assess the current and

historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate our

financial performance independent of the cash capital expenditures.

Non-GAAP Diluted Share Count

The use of non-GAAP diluted share count allows management to evaluate, among other things, the potential dilution due to the outstanding restricted stock units excluding

the dilution from the convertible notes that is covered by hedging activity up to a certain threshold. In periods when the quarterly average stock price per share exceeds $52.97 for the 0% Notes and $103.87 for the 0.50% Notes, the non-GAAP diluted

share count includes the anti-dilutive impact of the Company’s hedge transactions issued concurrently with the 0% Notes and the 0.50% Notes, respectively. At an average stock price per share between $52.97 and $74.34 for the 0% Notes and $103.87 and

$156.78 for the 0.50% Notes, the hedging activity offsets the potentially dilutive effect of the 0% Notes and the 0.50% Notes, respectively. In periods when the quarterly average stock price exceeds $74.34 for the 0% Notes and $156.78 for the 0.50%

Notes, the dilutive impact of the warrants issued concurrently with such notes are included in the diluted shares outstanding.

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