Reports › ON › 10-K FY2025

SEC filings, compared

What changed in On Semiconductor's 10-K for the fiscal year ended December 31, 2025

Compared with the 10-K for the fiscal year ended December 31, 2024. Item 1A and Item 7 analysed; every summary checked against the quoted filing text.

Registrant: ON SEMICONDUCTOR CORP · ON
This filing: 0001097864-26-000006 ↗ · filed Feb 9, 2026
Compared with: 0001628280-25-004557 ↗ · filed Feb 10, 2025
Processed: Sep 20, 2026 UTC · parser-v5 · classify-v4 · select-v1

Research tool. Describes what filings say. Not investment advice. Verify independently. Read the cited paragraph before relying on it.

How a report is made

96 material changes among 165 changed paragraphs

17 shown by default across the three sections below; each section's "Show all" reaches the rest, in filing order.

Numbers from XBRL

Each figure is the one the filing itself tagged, taken from the filing that reported it. Not written by a model.

Concept	FY2025	FY2024	Change (our arithmetic)
Revenueus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax	5,995,400,000USD · Jan 1, 2025 to Dec 31, 2025	7,082,300,000USD · Jan 1, 2024 to Dec 31, 2024	−1,086,900,000−15.3%
Net income or lossus-gaap:NetIncomeLoss	121,000,000USD · Jan 1, 2025 to Dec 31, 2025	1,572,800,000USD · Jan 1, 2024 to Dec 31, 2024	−1,451,800,000−92.3%
Cash and cash equivalentsus-gaap:CashAndCashEquivalentsAtCarryingValue	2,147,600,000USD · at Dec 31, 2025	2,691,300,000USD · at Dec 31, 2024	−543,700,000−20.2%
Net cash from operating activitiesus-gaap:NetCashProvidedByUsedInOperatingActivities	1,759,800,000USD · Jan 1, 2025 to Dec 31, 2025	1,906,400,000USD · Jan 1, 2024 to Dec 31, 2024	−146,600,000−7.7%

Values as tagged in the filing's inline XBRL, resolved by accession rather than by period matching. When a value is not tagged, we show that instead of estimating it. FY2025: 0001097864-26-000006 · FY2024: 0001628280-25-004557

What the company says for the first time

Paragraphs with no counterpart in the prior filing.

31 material additions

Item 1A · Risk Factors

2 of 5 shown · Ordered by the model, quote-checked

01AddedItem 1A › Trends, Risks and Uncertainties Related to Our Business › Because a significant portion of our revenue is derived from customers in the automotive and industrial end-markets, including revenue pursuant to our long-term supply agreements, a downturn or lower sales to customers in either end-market could materially adversely affect our business and results of operations.

Summary · quote-checked

Added disclosure of customer concentration and potential adverse effects from disruptions or shifts in customer and end-market revenue.

The new paragraph identifies a customer concentration and adds risks involving key customer relationships, customer-base fluctuations, and changing revenue mix; these are substantive risk disclosures.

Why the model ranked it here

The newly disclosed customer concentration reveals a direct dependency whose disruption or changing revenue mix could materially affect the business.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] 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.

Cite this change

"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."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02AddedItem 1A › Trends, Risks and Uncertainties Related to Cybersecurity and Data Privacy › Our extensive reliance on information technology systems, including reliance on third-party service providers, could have a materially adverse impact on our business, and our substantial investments in such information technology systems could result in significant potential risks and failures.

Summary · quote-checked

Added disclosure of risks from implementing and transitioning to a new enterprise resource planning system and related systems.

The new paragraph identifies specific operational, security, data, cost, reporting, customer-relationship and results-of-operations risks, adding substantive risk disclosure.

Why the model ranked it here

The ongoing enterprise system transition introduces concrete risks to operations, data, security, reporting, customer relationships and results.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] These efforts, including the continued transition to and implementation of the new enterprise resource planning system and related systems, could result in significant potential risks, including failure of the systems to operate as designed, unexpected impacts on related systems or processes, potential loss or corruption of data, failures in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements. Any system implementation issues or transition difficulties may result in operational challenges, security issues, reputational harm, and increased costs that could adversely affect our business operations, our relationships with our customers, and results of operations.

Cite this change

"These efforts, including the continued transition to and implementation of the new enterprise resource planning system and related systems, could result in significant potential risks, including failure of the systems to operate as designed, unexpected impacts on related systems or processes, potential loss or corruption of data, failures in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements. Any system implementation issues or transition difficulties may result in operational challenges, security issues, reputational harm, and increased costs that could adversely affect our business operations, our relationships with our customers, and results of operations."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

03AddedItem 1A › Trends, Risks and Uncertainties Related to Regulation › Environmental and health and safety liabilities and expenditures could materially adversely affect our results of operations and financial condition.

Summary · quote-checked

Adds disclosure that PFAS regulation and other environmental, materials, facility, distribution and property rules may affect supply and operations.

The new paragraph identifies regulated substances, potential supply-chain disruption, and additional regulatory obligations, changing the disclosed environmental and operational risks.

Why the model ranked it here

Potential regulation of materials used in products and manufacturing could disrupt the supply chain and operations.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

The semiconductor industry continues to be subject to increasing environmental regulations, particularly those that control and restrict the use, transportation, emission, discharge, storage and disposal of certain chemicals, elements and materials used or [added] 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. In addition, our operations and those of our suppliers are further governed by regulations focused on conflict minerals and restrictions on other materials, as well as laws or regulations governing the operation of our facilities, sale and distribution of our products, and real property.

Cite this change

"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. In addition, our operations and those of our suppliers are further governed by regulations focused on conflict minerals and restrictions on other materials, as well as laws or regulations governing the operation of our facilities, sale and distribution of our products, and real property."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

04AddedItem 1A › Trends, Risks and Uncertainties Related to Cybersecurity and Data Privacy › Disruptions or breaches of our information technology systems could irreparably damage our reputation and our business, expose us to liability and materially adversely affect our results of operations.

Summary · quote-checked

Adds cybersecurity risks involving sophisticated attacks, insufficient insurance, evolving compliance requirements, investigations, lawsuits and reputational damage.

The new paragraph discloses additional risks, including cyberattacks, insurance insufficiency, regulatory compliance costs and potential proceedings, materially expanding the company’s stated cybersecurity exposure.

Why the model ranked it here

The expanded cybersecurity disclosure adds exposure to attacks, inadequate insurance, compliance failures, investigations and reputational harm.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

In addition, computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products, or that otherwise exploit any security vulnerabilities, and any such attack, if successful, could expose us to liability to customer claims. Further, AI and quantum computing capabilities are increasingly being used to identify vulnerabilities and [added] craft sophisticated cybersecurity attacks. Any of the foregoing could irreparably damage our reputation and business, which could have a material adverse effect on our results of operations. We maintain cyber risk insurance, although an insufficiency or unavailability of insurance coverage could adversely affect our cash flows and overall profitability. Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.

Cite this change

"craft sophisticated cybersecurity attacks. Any of the foregoing could irreparably damage our reputation and business, which could have a material adverse effect on our results of operations. We maintain cyber risk insurance, although an insufficiency or unavailability of insurance coverage could adversely affect our cash flows and overall profitability. Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

05AddedItem 1A › Trends, Risks and Uncertainties Related to Regulation › Changes in tax legislation or exposure to additional tax liabilities could adversely affect our results of operations and financial condition.

Summary · quote-checked

Added disclosure that the enacted OBBBA may create future Corporate Alternative Minimum Tax liability.

The new paragraph introduces enacted tax legislation, current CAMT status, and a potential future tax liability, changing the disclosed tax exposure.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] 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.

Cite this change

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

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

Show fewer in Item 1A

Item 7 · MD&A

6 of 26 shown · Ordered by the model, quote-checked

01AddedItem 7 › Other Operating Expenses

Summary · quote-checked

Added disclosure of restructuring, asset impairment and other charges, including amounts and the 2025 Manufacturing Realignment Program.

The new paragraph introduces a quantified expense and links it to severance, asset impairments and a specific realignment program, changing disclosed obligations and financial effects.

Why the model ranked it here

The sharp increase in restructuring and impairment charges, tied to a new manufacturing realignment program, materially changes the company’s cost profile and disclosed operational actions.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] Restructuring, asset impairments and other charges, net was $666.9 million and $133.9 million for 2025 and 2024, respectively, representing an increase of $533.0 million. Amounts incurred during 2025 primarily represent severance and asset impairment charges associated with the 2025 Manufacturing Realignment Program. Charges in 2024 related primarily to the 2024 business realignment efforts. For additional information, see Note 7: ''Restructuring, Asset Impairments and Other, net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K.

Cite this change

"Restructuring, asset impairments and other charges, net was $666.9 million and $133.9 million for 2025 and 2024, respectively, representing an increase of $533.0 million. Amounts incurred during 2025 primarily represent severance and asset impairment charges associated with the 2025 Manufacturing Realignment Program. Charges in 2024 related primarily to the 2024 business realignment efforts. For additional information, see Note 7: ''Restructuring, Asset Impairments and Other, net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02AddedItem 7 › Gross Profit and Gross Margin

Summary · quote-checked

Added explanation of ISG gross profit and gross margin declines, including inventory charges, lower end-market sales volume, and strategy changes.

The new paragraph discloses changed financial results and specific drivers, including excess and obsolete inventory charges and sales-volume declines, making the MD&A substance materially different.

Why the model ranked it here

The severe ISG gross-margin deterioration and associated inventory charges show that strategy changes and weaker end-market volume materially affected a major segment.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] ISG gross profit decreased by $385.5 million, primarily driven by the $230.3 million excess and obsolete inventory charges discussed above. The decline in sales volume in the automotive and industrial end-markets also added to the decrease. ISG gross margin decreased 31.6 percentage points to 15.1% from 46.7%, primarily due to the excess and obsolete inventory charges resulting from certain strategy changes in connection with the 2025 Manufacturing Realignment Program.

Cite this change

"ISG gross profit decreased by $385.5 million, primarily driven by the $230.3 million excess and obsolete inventory charges discussed above. The decline in sales volume in the automotive and industrial end-markets also added to the decrease. ISG gross margin decreased 31.6 percentage points to 15.1% from 46.7%, primarily due to the excess and obsolete inventory charges resulting from certain strategy changes in connection with the 2025 Manufacturing Realignment Program."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

03AddedItem 7 › Gross Profit and Gross Margin

Summary · quote-checked

Added MD&A disclosure explaining gross profit decline, excess and obsolete inventory charges, the 2025 Manufacturing Realignment Program, and lower end-market sales volume.

The new paragraph introduces a quantified inventory charge, a business-strategy change, a named program, and sales-volume deterioration as drivers of lower gross profit.

Why the model ranked it here

The company’s lower gross profit is newly linked to substantial inventory charges, a manufacturing realignment program, and continuing sales-volume declines.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] Gross profit was $1,983.9 million and $3,216.1 million for 2025 and 2024, respectively, representing a decrease of $1,232.2 million or approximately 38.3%. We recorded excess and obsolete inventory charges of $268.2 million, of which $230.3 million related to inventory primarily considered work in progress within the ISG reportable segment, as a result of changes in business strategy due to the 2025 Manufacturing Realignment Program. See Note 7: ''Restructuring, Asset Impairments and Other, net'' for additional information. We also continued to experience a decline in sales volume across end-markets.

Cite this change

"Gross profit was $1,983.9 million and $3,216.1 million for 2025 and 2024, respectively, representing a decrease of $1,232.2 million or approximately 38.3%. We recorded excess and obsolete inventory charges of $268.2 million, of which $230.3 million related to inventory primarily considered work in progress within the ISG reportable segment, as a result of changes in business strategy due to the 2025 Manufacturing Realignment Program. See Note 7: ''Restructuring, Asset Impairments and Other, net'' for additional information. We also continued to experience a decline in sales volume across end-markets."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

04AddedItem 7 › Revenue

Summary · quote-checked

Added revenue results, a decrease explanation, and disclosure of a distributor representing approximately 11% and 10% of total revenue.

The paragraph newly states a customer concentration and revenue dependence, alongside a substantive explanation of the revenue decrease; these change the disclosed exposure and results narrative.

Why the model ranked it here

The newly disclosed distributor concentration indicates that a material portion of revenue depends on a single customer relationship.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] Revenue was $5,995.4 million and $7,082.3 million for 2025 and 2024, respectively. The decrease from 2024 to 2025 of $1,086.9 million, or 15.3%, was attributable primarily to lower sales volumes across all reportable segments, which are further explained below. We had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the years ended December 31, 2025 and 2024, respectively, with sales across all reportable segments.

Cite this change

"We had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the years ended December 31, 2025 and 2024, respectively, with sales across all reportable segments."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

05AddedItem 7 › Sources and Uses of Cash

Summary · quote-checked

Added disclosure of a new share repurchase program authorizing up to $6.0 billion in repurchases through December 31, 2028.

The paragraph introduces a new capital-allocation program, its authorized amount, and its permitted period, changing disclosed commitments and potential uses of cash.

Why the model ranked it here

The new share repurchase authorization establishes a substantial potential use of cash and changes the company’s stated capital-allocation priorities.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] In November 2025, the Board of Directors approved a 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.

Cite this change

"In November 2025, the Board of Directors approved a 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."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

06AddedItem 7 › 2025 Financing Events

Summary · quote-checked

Added disclosure of $375.0 million in borrowings repaid on the Revolving Credit Facility.

The new paragraph discloses a financing event and debt repayment, changing the stated obligations and liquidity-related information.

Why the model ranked it here

The disclosed repayment of revolving-credit borrowings changes the company’s stated debt obligations and liquidity position.

Filing text · FY2024 10-K · filed Feb 10, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 9, 2026

[added] • Repayment of $375.0 million of borrowings on the Revolving Credit Facility.

Cite this change

"• Repayment of $375.0 million of borrowings on the Revolving Credit Facility."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

Show all 26 in Item 7 (20 more, in filing order)

What the company no longer says

Paragraphs of the prior filing that this filing dropped. Only last year's text can show these.

4 material removals

Item 1A · Risk Factors

2 of 2 shown · In filing order, too few to rank

01RemovedItem 1A › Trends, Risks and Uncertainties Related to Our Business › We may be unable to implement certain business strategies and restructuring initiatives and any issue with the pursuit of such strategies and initiatives could materially adversely affect our business and results of operations.

Summary · quote-checked

Removed disclosure of execution risks associated with expanding SiC-based production capacity and manufacturing operations.

The removed paragraph identified specific capital, equipment, yield, quality-control, workforce and capacity-expansion risks that could increase costs and adversely affect operating results.

Filing text · FY2024 10-K · filed Feb 10, 2025

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

Filing text · FY2025 10-K · filed Feb 9, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"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."

On Semiconductor, Form 10-K for FY2024, Item 1A, accession 0001628280-25-004557, filed 10 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/on-20241231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02RemovedItem 1A › Trends, Risks and Uncertainties Related to Our Indebtedness › The timing of the cash payments to service the 0% Notes, the 0.50% Notes and the 3.875% Notes is not entirely in our control and may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy these obligations in a timely manner.

Summary · quote-checked

Removed disclosure that a takeover or similar triggering event could activate an option held by noteholders.

The removed text describes a potential event affecting the company’s debt obligations and noteholders’ rights, constituting a substantive risk or obligation disclosure.

Filing text · FY2024 10-K · filed Feb 10, 2025

~~[removed] In certain circumstances, a takeover of our Company and similar triggering events could also trigger an option of the holders of~~ the 0% Notes, the 0.50% Notes and the 3.875% Notes to require us to repurchase such notes. This may have the effect of delaying or preventing a takeover of our Company that would otherwise be beneficial to the holders of the 0% Notes, the 0.50% Notes, the 3.875% Notes and our common stock, which could materially decrease the value of such notes and of our common stock.

Filing text · FY2025 10-K · filed Feb 9, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"In certain circumstances, a takeover of our Company and similar triggering events could also trigger an option of the holders of"

On Semiconductor, Form 10-K for FY2024, Item 1A, accession 0001628280-25-004557, filed 10 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/on-20241231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

Item 7 · MD&A

2 of 2 shown · In filing order, too few to rank

01RemovedItem 7 › 2022 Financing Events

Summary · quote-checked

Removed disclosure of a settlement involving repurchase or exchange of $16.0 million of notes for cash and 552,000 common shares.

The removed bullet disclosed a specific financing event and related consideration, so its absence changes the stated financing and potential equity issuance disclosures.

Filing text · FY2024 10-K · filed Feb 10, 2025

[removed] • 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.

Filing text · FY2025 10-K · filed Feb 9, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"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."

On Semiconductor, Form 10-K for FY2024, Item 7, accession 0001628280-25-004557, filed 10 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/on-20241231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02RemovedItem 7 › 2022 Financing Events

Summary · quote-checked

The financing-events disclosure about entering the Tenth Amendment and transitioning the interest-rate base from LIBOR to Term SOFR was removed.

The removed bullet disclosed a specific credit-agreement amendment and interest-rate transition, representing a financing event and obligation rather than mere list wording.

Filing text · FY2024 10-K · filed Feb 10, 2025

~~[removed] • Entry into the Tenth Amendment to the Prior Credit Agreement to transition the interest rate base from LIBOR to Term SOFR.~~

Filing text · FY2025 10-K · filed Feb 9, 2026

No corresponding language in the FY2025 10-K.

Cite this change

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

On Semiconductor, Form 10-K for FY2024, Item 7, accession 0001628280-25-004557, filed 10 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/on-20241231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

What the company says differently

Paragraphs that changed between the two filings, shown as a word diff.

61 material changes

Item 1A · Risk Factors

3 of 36 shown · Ordered by the model, quote-checked

01ChangedItem 1A › Trends, Risks and Uncertainties Related to Our Indebtedness › The timing of the cash payments to service the 0% Notes, the 0.50% Notes and the 3.875% Notes is not entirely in our control and may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy these obligations in a timely manner.

Summary · quote-checked

Added a warning that refinancing the Outstanding Notes may not be possible on favorable terms, or at all.

The paragraph adds a distinct refinancing risk concerning the company’s ability to refinance its debt and the terms or availability of such refinancing.

Why the model ranked it here

The added warning that refinancing may be unavailable or unfavorable materially changes the reader’s assessment of debt repayment and liquidity risk.

Filing text · FY2024 10-K · filed Feb 10, 2025

Servicing the Outstanding Notes may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under such notes. Our ability to make cash payments in connection with conversions of the 0% Notes or the 0.50% Notes, repurchase any of the Outstanding Notes in the case of an applicable repurchase-triggering event under the respective indentures or repay such notes at maturity will depend on market conditions and our future performance, which is subject to economic, financial, competitive, and other factors beyond our control.

Filing text · FY2025 10-K · filed Feb 9, 2026

Cite this change

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

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02ChangedItem 1A › Trends, Risks and Uncertainties Related to Our Indebtedness › We may not be able to generate sufficient cash flow to meet our debt service obligations, and any inability to repay our debt when required would have a material adverse effect on our business, financial condition and results of operations.

Summary · quote-checked

The risk disclosure adds potential effects of credit-facility defaults, inability to refinance, and possible equity issuance and dilution.

The added text introduces additional financing risks and a potential obligation or consequence—issuing common stock or convertible instruments with dilution—that substantively expands the indebtedness disclosure.

Why the model ranked it here

The disclosure adds the possibility that refinancing constraints could require equity or convertible issuance, creating a direct dilution consequence.

Filing text · FY2024 10-K · filed Feb 10, 2025

Furthermore, we cannot assure you that, if we were required to repurchase any of our debt securities upon a change of control or other specified event, our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments on those debt securities. If we are unable to repay, refinance or restructure our indebtedness under our collateralized debt, the holders of such debt could proceed against the collateral securing that indebtedness, which could materially negatively impact our results of operations and financial condition. A default under our committed credit facilities, including our Credit Agreement, could also limit our ability to make further borrowings under those facilities, which could materially adversely affect our business and results of operations. In addition, to the extent we are not able to borrow or refinance debt obligations, we may have to issue additional shares of our common stock, which would have a dilutive effect to the stockholders immediately prior to such issuance.

Filing text · FY2025 10-K · filed Feb 9, 2026

Furthermore, we cannot assure you that, if we were required to repurchase any of our debt securities upon a change of control or other specified event, our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments on those debt securities. If we are unable to repay, refinance or restructure our indebtedness under our collateralized debt, the holders of such debt could proceed against the collateral securing that indebtedness, which could materially negatively impact our results of operations and financial condition. A default under our committed credit facilities, including our Credit Agreement, could also limit our ability to make further[added] borrowings under those facilities, which could materially adversely affect our business and results of operations. In addition, to the extent we are not able to borrow or refinance debt obligations, we may have to issue additional shares of our common stock or instruments convertible into common stock, which would have a dilutive effect to the stockholders immediately prior to such issuance.

Cite this change

"A default under our committed credit facilities, including our Credit Agreement, could also limit our ability to make further borrowings under those facilities, which could materially adversely affect our business and results of operations. In addition, to the extent we are not able to borrow or refinance debt obligations, we may have to issue additional shares of our common stock or instruments convertible into common stock, which would have a dilutive effect to the stockholders immediately prior to such issuance."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

03ChangedItem 1A › Trends, Risks and Uncertainties Related to Our Indebtedness › The inability to meet our obligations under our Credit Agreement could materially and adversely affect us by, among other things, limiting our ability to conduct our operations and reducing our flexibility to respond to changing business and economic conditions.

Summary · quote-checked

The debt risk disclosure shifts from refinancing constraints and potential share dilution to obligations under the financing structure and reduced financing flexibility.

The disclosed consequences changed substantively: potential dilution and inability to refinance were removed, while financing access, corporate purposes, and flexibility under the financing structure were added.

Why the model ranked it here

The debt risk now emphasizes obligations that could restrict financing access and corporate flexibility rather than primarily highlighting refinancing failure and dilution.

Filing text · FY2024 10-K · filed Feb 10, 2025

Furthermore, we cannot assure you that, if we were required to repurchase any of our debt securities upon a change of control or other specified event, our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments on those debt securities. If we are unable to repay, refinance or restructure our indebtedness under our collateralized debt, the holders of such debt could proceed against the collateral securing that indebtedness, which could materially negatively impact our results of operations and financial condition. A default under our committed credit facilities, including our Credit Agreement, could also limit our ability to make further [removed] borrowings under those facilities, which could materially adversely affect our business and results of operations. In addition, to the extent we are not able to borrow or refinance debt obligations, we may have to issue additional shares of our common stock, which would have a dilutive effect to the stockholders immediately prior to such issuance.

Filing text · FY2025 10-K · filed Feb 9, 2026

The obligations under the Credit Agreement are collateralized by a lien on substantially all of the assets of the guarantors under the Credit Agreement, including a pledge of the equity interests in certain of our domestic and first-tier foreign subsidiaries. As a result, if we are unable to satisfy our obligations under the Credit Agreement, the lenders could take possession of and foreclose on the pledged collateral securing the indebtedness, in which case we would be at risk of losing the related collateral, which would have a material adverse effect on our business and operations. In addition, the Credit Agreement requires mandatory prepayment if the outstanding amounts drawn thereunder exceed the total commitments, which may result in prepaying outstanding amounts under the Revolving Credit Facility rather than using funds for other business purposes. Our [added] financing structure, and any inability to meet our obligations thereunder, could have a material adverse effect on our business and financial condition, including, among other things, our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate purposes and could reduce our flexibility to respond to changing business and economic conditions.

Cite this change

"financing structure, and any inability to meet our obligations thereunder, could have a material adverse effect on our business and financial condition, including, among other things, our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate purposes and could reduce our flexibility to respond to changing business and economic conditions."

On Semiconductor, Form 10-K for FY2025, Item 1A, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

Show all 36 in Item 1A (33 more, in filing order)

Item 7 · MD&A

2 of 25 shown · Ordered by the model, quote-checked

01ChangedItem 7 › Executive Overview

Summary · quote-checked

The MD&A added substantial restructuring and impairment charges from the 2025 Manufacturing Realignment Program as a driver of sharply lower operating results.

Beyond period roll-forwards and updated figures, the company added a new material cause of results—restructuring, asset impairment and other charges—and referenced related additional information.

Why the model ranked it here

The company now attributes materially weaker operating results to restructuring, asset impairment, and other charges from its manufacturing realignment program.

Filing text · FY2024 10-K · filed Feb 10, 2025

Our revenue for the year ended December 31, ~~[removed] 2024 was $7,082.3~~ million, representing a decrease of ~~[removed] 14.2% from $8,253.0~~ million for the year ended December 31, ~~[removed] 2023. During 2024,~~ we reported net income attributable to onsemi of ~~[removed] $1,572.8~~ million compared to ~~[removed] $2,183.7~~ million in ~~[removed] 2023.~~ Our operating income totaled ~~[removed] $1,767.7~~ million during ~~[removed] 2024~~ compared to ~~[removed] $2,538.7~~ million during ~~[removed] 2023.~~ Our gross margin decreased by approximately ~~[removed] 170~~ basis points to ~~[removed] 45.4% in 2024 from 47.1% in 2023. The decrease in our operating results was primarily due to~~ decreased demand in our automotive and industrial end-markets resulting in lower sales volumes and the corresponding underutilization of our manufacturing facilities. See discussion under "Results of Operations" for the reasons for the fluctuations year-over-year.

Filing text · FY2025 10-K · filed Feb 9, 2026

Our revenue for the year ended December 31, [added] 2025 was $5,995.4 million, representing a decrease of [added] 15.3% from $7,082.3 million for the year ended December 31, [added] 2024. During 2025, we reported net income attributable to onsemi of [added] $121.0 million compared to [added] $1,572.8 million in [added] 2024. Our operating income totaled [added] $84.2 million during [added] 2025 compared to [added] $1,767.7 million during [added] 2024. Our gross margin decreased by approximately [added] 1,230 basis points to [added] 33.1% in 2025 from 45.4% in 2024. 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. We also continued to experience decreased demand in our automotive and industrial end-markets resulting in lower sales volumes and the corresponding underutilization of our manufacturing facilities. See discussion under "Results of Operations" for the reasons for the fluctuations year-over-year.

Cite this change

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

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

02SplitItem 7 › Gross Profit and Gross Margin

Summary · quote-checked

Added a new gross-margin decline for 2025, reporting a 12.3-percentage-point decrease from 2024 to 2025.

The added MD&A result reports a substantially different gross-margin decline and new comparison period, changing the stated performance outcome rather than merely rolling forward dates.

Why the model ranked it here

The newly disclosed gross-margin deterioration signals a substantially different level of operating pressure than previously reported.

Filing text · FY2024 10-K · filed Feb 10, 2025

Our gross margin decreased by 1.7 percentage points from 47.1% for the year ended December 31, 2023 to 45.4% for the year ended December 31, 2024, primarily due to the impact of the factors explained in the segment gross margin sections below.

Filing text · FY2025 10-K · filed Feb 9, 2026

Our gross margin decreased by [added] 12.3 percentage points from 45.4% for the year ended December 31, 2024 to 33.1% for the year ended December 31, 2025, primarily due to the impact of the factors explained in the segment gross margin sections below. Our gross margin decreased by 1.7 percentage points from 47.1% for the year ended December 31, 2023 to 45.4% for the year ended December 31, 2024, primarily due to the impact of the factors explained in the segment gross margin sections below.

Cite this change

"Our gross margin decreased by 12.3 percentage points from 45.4% for the year ended December 31, 2024 to 33.1% for the year ended December 31, 2025, primarily due to the impact of the factors explained in the segment gross margin sections below."

On Semiconductor, Form 10-K for FY2025, Item 7, accession 0001097864-26-000006, filed 9 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1097864/000109786426000006/on-20251231.htm

Comparison: https://yearover.com/reports/on/0001097864-26-000006?ref=quote

Show all 25 in Item 7 (23 more, in filing order)

Get this when ON files next

At most one email a day, and only when a company we cover files. Over the last twelve months that averaged about 5 days a month, unevenly: 12 in the busiest month and 1 in the quietest. You confirm by email first; nothing is sent until you do.