ON Semiconductor Corp Files 8-K

TL;DR

ON Semiconductor signed a material definitive agreement, filing an 8-K on Sept 23, 2025.

AI Summary

On September 23, 2025, ON Semiconductor Corporation (ON) filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for ON Semiconductor, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the specifics are not detailed in this excerpt.

Key Numbers

• 001-39317 — SEC File Number (Identifies the company's filing history with the SEC.)
• 36-3840979 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ON Semiconductor Corporation (company) — Registrant
• ON Semiconductor Corp (company) — Filer
• SCG HOLDING CORP (company) — Former Company Name
• September 23, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share ON The Nasdaq Stock Marke
• $144 m — pect to the Transaction is a maximum of $144 million, subject to customary purchase pr
• $72 million — hase price adjustments. Of this amount, $72 million is tied to the delivery and acceptance

Filing Documents

• ef20055921_8k.htm (8-K) — 43KB
• ef20055921_ex10-1.htm (EX-10.1) — 729KB
• ef20055921_ex10-2.htm (EX-10.2) — 113KB
• ef20055921_ex99-1.htm (EX-99.1) — 13KB
• 0001140361-25-035762.txt ( ) — 1199KB
• on-20250923.xsd (EX-101.SCH) — 4KB
• on-20250923_lab.xml (EX-101.LAB) — 21KB
• on-20250923_pre.xml (EX-101.PRE) — 16KB
• ef20055921_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On September 23, 2025, Semiconductor Components Industries, LLC, a wholly-owned subsidiary (" SCI LLC ") of ON Semiconductor Corporation (" onsemi "), entered into a Master Framework Agreement (the " Master Framework Agreement ") with Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd., Aura Semiconductor Limited and Aim Core Holdings Limited (collectively, the " Aura Entities ") whereby, among other things, SCI LLC will purchase certain assets of the Aura Entities and the Aura Entities will grant SCI LLC an intellectual property license for Vcore power management components and systems (the " Transaction "). Total consideration payable by SCI LLC with respect to the Transaction is a maximum of $144 million, subject to customary purchase price adjustments. Of this amount, $72 million is tied to the delivery and acceptance of specified products and the remaining $72 million is contingent upon the achievement of certain revenue milestones. The amount delivered at closing will depend upon the number of products delivered and accepted at closing. Completion of the Transaction is subject to the satisfaction of customary closing conditions. Both SCI LLC and the Aura Entities are subject to certain restrictive covenants from the date of closing to December 31, 2030, and the Master Framework Agreement may be terminated under certain circumstances. SCI LLC and the Aura Entities have each made customary representations, warranties, covenants and indemnities for a transaction of this type in the Master Framework Agreement. The performance of all obligations and liabilities of the Aura Entities under the Master Framework Agreement and related ancillary agreements is jointly and severally guaranteed by certain individuals and affiliates of the Aura Entities. In connection with the Master Framework Agreement, it is anticipated that SCI LLC and the Aura Entities wil

01

Item 7.01 Regulation FD Disclosure On September 23, 2025, onsemi issued a press release announcing its entry into the Master Framework Agreement and the Transaction. A copy of the press release is attached to, and incorporated by reference into, this Form 8-K as Exhibit 99.1 . The information under this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished under Item 7.01 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 of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act "), 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.

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements related to the consummation and anticipated benefits of the Transaction by onsemi and SCI LLC. These forward-looking statements are based on information available to onsemi as of the date of this Form 8-K and current expectations, forecasts, estimates and assumptions and involve a number of risks and uncertainties that could cause actual results or events to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the control of onsemi and SCI LLC. In particular, such risks and uncertainties include, but are not limited to: the risk that one or more closing conditions to the Transaction may not be satisfied or waived, on a timely basis or otherwise; the risk that the Transaction does not close when anticipated, or at all; matters arising in connection with the parties' efforts to comply with and satisfy closing conditions relating to the Transaction; the Transaction may involve unexpected costs, liabilities or delays; difficulties encountered in integrating the licensed intellectual property and assets to be acquired pursuant to the Transaction, including the potentially accretive and synergistic benefits; difficulties leveraging desired growth opportunities and markets; the possibility that expected benefits may not materialize as expected; the diversion of and attention of management of onsemi on Transaction-related issues; revenue and operating performance; economic conditions and markets (including current financial conditions); risks related to the ability to meet assumptions regarding outlook for revenue and gross margin as a percentage of revenue; effe

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The below exhibits are furnished as part of this Current Report on Form 8-K. Exhibit No. Description 10.1* Master Framework Agreement, dated as of September 23, 2025, by and between Semiconductor Components Industries, LLC, and Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co. Ltd., Aura Semiconductor Limited and Aim Core Holdings Limited. 10.2* 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. 99.1 Press Release of ON Semiconductor Corporation, dated September 23, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. onsemi hereby undertakes to furnish supplemental copies of such schedules and attachments to the SEC upon request. Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

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: September 23, 2025 By: /s/ Thad Trent Thad Trent Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR