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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.

ConceptFY2025FY2024Change (our arithmetic)
Revenueus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax5,995,400,000USD · Jan 1, 2025 to Dec 31, 20257,082,300,000USD · Jan 1, 2024 to Dec 31, 2024−1,086,900,000−15.3%
Net income or lossus-gaap:NetIncomeLoss121,000,000USD · Jan 1, 2025 to Dec 31, 20251,572,800,000USD · Jan 1, 2024 to Dec 31, 2024−1,451,800,000−92.3%
Cash and cash equivalentsus-gaap:CashAndCashEquivalentsAtCarryingValue2,147,600,000USD · at Dec 31, 20252,691,300,000USD · at Dec 31, 2024−543,700,000−20.2%
Net cash from operating activitiesus-gaap:NetCashProvidedByUsedInOperatingActivities1,759,800,000USD · Jan 1, 2025 to Dec 31, 20251,906,400,000USD · 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show all 5 in Item 1A (3 more, in filing order)

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

07AddedItem 7 › Gross Profit and Gross Margin

Summary · quote-checked

Added an explanation of PSG’s gross profit and gross margin declines, including sales volume, facility underutilization and unfavorable product mix.

The new paragraph adds substantive results and drivers, including a quantified gross profit decline and margin compression, rather than merely rolling forward periods or figures.

Why the model ranked it here

The newly disclosed PSG gross-profit deterioration, driven by weaker sales volume and operational factors, shows that pressure extended into a major business 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] PSG gross profit decreased by $437.5 million, primarily driven by the decline in sales volume in the automotive and industrial end-markets. PSG gross margin decreased by 5.7 percentage points to 41.3% from 47.0%, primarily as a result of the decline in volume, underutilization of our manufacturing facilities, and the related impact of unfavorable product mix.

Cite this change

"PSG gross profit decreased by $437.5 million, primarily driven by the decline in sales volume in the automotive and industrial 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

08AddedItem 7 › Revenue

Summary · quote-checked

A new revenue table discloses revenue and percentages by geographic market for 2025 and 2024.

The table newly appears and presents geographic revenue concentration, allowing readers to assess exposure and dependency by market; under the rubric, a newly appearing numeric table is material.

Why the model ranked it here

The new geographic revenue disclosure reveals the company’s dependence on several concentrated international markets and permits direct assessment of regional 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] |[added] 2025 | As a % ofRevenue (1) | 2024 | As a % ofRevenue (1)[added] Hong Kong | $ | 1,634.8 | 27.3 | % | $ | 1,779.3 | 25.1 | %[added] United Kingdom | 1,347.0 | 22.5 | % | 1,637.8 | 23.1 | %[added] Singapore | 1,252.4 | 20.9 | % | 1,733.2 | 24.5 | %[added] United States | 1,230.6 | 20.5 | % | 1,307.5 | 18.5 | %[added] Other | 530.6 | 8.8 | % | 624.5 | 8.8 | %[added] Total Revenue | $ | 5,995.4 | $ | 7,082.3
Cite this change

"| 2025 | As a % ofRevenue (1) | 2024 | As a % ofRevenue (1) Hong Kong | $ | 1,634.8 | 27.3 | % | $ | 1,779.3 | 25.1 | % United Kingdom | 1,347.0 | 22.5 | % | 1,637.8 | 23.1 | % Singapore | 1,252.4 | 20.9 | % | 1,733.2 | 24.5 | % United States | 1,230.6 | 20.5 | % | 1,307.5 | 18.5 | % Other | 530.6 | 8.8 | % | 624.5 | 8.8 | % Total Revenue | $ | 5,995.4 | $ | 7,082.3"

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

09AddedItem 7 › Other Income and Expenses

Summary · quote-checked

Added disclosure of income tax provisions, effective tax rates, and the primary driver of the rate change.

The new paragraph introduces tax amounts, rates, and an explanation of the change, adding substantive MD&A information about tax expense and results.

Why the model ranked it here

The newly disclosed tax provision and effective-rate change materially affect how readers interpret the period’s earnings and the role of discrete tax items.

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 recorded an income tax provision of $7.7 million and $262.8 million in 2025 and 2024, respectively, representing effective tax rates of 5.9% and 14.3%. The change in the effective tax rate was primarily driven by lower income before income taxes, which increased the rate impact of discrete items.

Cite this change

"We recorded an income tax provision of $7.7 million and $262.8 million in 2025 and 2024, respectively, representing effective tax rates of 5.9% and 14.3%. The change in the effective tax rate was primarily driven by lower income before income taxes, which increased the rate impact of discrete items."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

10AddedItem 7 › Revenue

Summary · quote-checked

Added disclosure that PSG revenue decreased during 2025, identifying automotive and industrial declines and a partial offset from other end-markets.

The paragraph adds a substantive revenue result and its stated drivers, including a decline direction, end-market effects, and an AI data center offset.

Why the model ranked it here

The newly explained PSG revenue decline identifies broad automotive and industrial weakness with only a partial offset from other markets, including AI data centers.

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 from PSG decreased by $543.1 million, or approximately 16.2%, during 2025 compared to 2024. This was driven by a decrease in revenue of $438.0 million and $120.2 million in the automotive and industrial end-markets, respectively, which was partially offset by increased revenue of $15.1 million in other end-markets which include AI data centers.

Cite this change

"Revenue from PSG decreased by $543.1 million, or approximately 16.2%, during 2025 compared to 2024. This was driven by a decrease in revenue of $438.0 million and $120.2 million in the automotive and industrial end-markets, respectively, which was partially offset by increased revenue of $15.1 million in other end-markets which include AI data centers."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

11AddedItem 7 › Operating Results

Summary · quote-checked

A new operating-results table was added, presenting revenue, expenses, income, taxes and net income for 2025 and 2024.

The newly appearing numeric table is material under the rubric because its existence changes the disclosed financial-results information, regardless of the updated figures.

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] |[added] Year ended December 31,[added] 2025 | 2024 | Change[added] Revenue | $ | 5,995.4 | $ | 7,082.3 | $ | (1,086.9)[added] Cost of revenue | 4,011.5 | 3,866.2 | 145.3[added] Gross profit | 1,983.9 | 3,216.1 | (1,232.2)[added] Operating expenses:[added] Research and development | 583.6 | 612.7 | (29.1)[added] Selling and marketing | 255.9 | 273.5 | (17.6)[added] General and administrative | 348.9 | 376.3 | (27.4)[added] Amortization of intangible assets | 44.4 | 52.0 | (7.6)[added] Restructuring, asset impairments and other, net | 666.9 | 133.9 | 533.0[added] Total operating expenses | 1,899.7 | 1,448.4 | 451.3[added] Operating income | 84.2 | 1,767.7 | (1,683.5)[added] Other income (expense), net:[added] Interest expense | (70.9) | (62.3) | (8.6)[added] Interest income | 95.1 | 111.4 | (16.3)[added] Other income, net | 22.9 | 20.6 | 2.3[added] Other income (expense), net | 47.1 | 69.7 | (22.6)[added] Income before income taxes | 131.3 | 1,837.4 | (1,706.1)[added] Income tax provision | (7.7) | (262.8) | 255.1[added] Net income | 123.6 | 1,574.6 | (1,451.0)[added] Less: Net income attributable to non-controlling interest | (2.6) | (1.8) | (0.8)[added] Net income attributable to ON Semiconductor Corporation | $ | 121.0 | $ | 1,572.8 | $ | (1,451.8)
Cite this change

"Revenue | $ | 5,995.4 | $ | 7,082.3 | $ | (1,086.9)"

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

12AddedItem 7 › Operating Results

Summary · quote-checked

A new table discloses 2025 and 2024 segment revenue, cost of revenue, and gross profit results.

The newly appearing numeric table adds substantive operating-results disclosure; its existence, rather than merely updated figures, changes what the filing reports.

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] |[added] 2025 | As a % of Total | 2024 | As a % of Total | Dollar Change[added] Revenue:[added] PSG | $ | 2,805.1 | 46.8 | % | $ | 3,348.2 | 47.3 | % | $ | (543.1)[added] AMG | 2,261.9 | 37.7 | % | 2,609.1 | 36.8 | % | (347.2)[added] ISG | 928.4 | 15.5 | % | 1,125.0 | 15.9 | % | (196.6)[added] Total | $ | 5,995.4 | 100.0 | % | $ | 7,082.3 | 100.0 | % | $ | (1,086.9)[added] |[added] Cost of revenue:[added] PSG | $ | 2,117.6 | 52.8 | % | $ | 1,963.8 | 50.8 | % | $ | 153.8[added] AMG | 1,105.4 | 27.6 | % | 1,302.8 | 33.7 | % | (197.4)[added] ISG | 788.5 | 19.6 | % | 599.6 | 15.5 | % | 188.9[added] Total | $ | 4,011.5 | 100.0 | % | $ | 3,866.2 | 100.0 | % | $ | 145.3[added] |[added] Gross profit: (1)[added] PSG | $ | 687.5 | 24.5 | % | $ | 1,384.4 | 41.3 | % | $ | (696.9)[added] AMG | 1,156.5 | 51.1 | % | 1,306.3 | 50.1 | % | (149.8)[added] ISG | 139.9 | 15.1 | % | 525.4 | 46.7 | % | (385.5)[added] Total | $ | 1,983.9 | 33.1 | % | $ | 3,216.1 | 45.4 | % | $ | (1,232.2)
Cite this change

"Total | $ | 1,983.9 | 33.1 | % | $ | 3,216.1 | 45.4 | % | $ | (1,232.2)"

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

13AddedItem 7 › Revenue

Summary · quote-checked

Added an explanation that AMG revenue decreased during 2025, including end-market changes and reduced manufacturing services revenue at EFK.

The new paragraph substantively discloses a revenue decline, quantified end-market drivers, and a specific operational cause, rather than merely rolling forward periods or figures.

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 from AMG decreased by $347.2 million, or approximately 13.3%, during 2025 compared to 2024. This was driven by decreases in revenue of $204.1 million and $161.5 million in the automotive and other end-markets, respectively, which was partially offset by an increase of $18.4 million within the industrial end-market. The decrease in the other end-market primarily related to the reduction of manufacturing services revenue at our EFK location.

Cite this change

"Revenue from AMG decreased by $347.2 million, or approximately 13.3%, during 2025 compared to 2024. This was driven by decreases in revenue of $204.1 million and $161.5 million in the automotive and other end-markets, respectively, which was partially offset by an increase of $18.4 million within the industrial end-market. The decrease in the other end-market primarily related to the reduction of manufacturing services revenue at our EFK location."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

14AddedItem 7 › Revenue

Summary · quote-checked

Added an MD&A explanation of ISG revenue’s decrease, including quantified changes across automotive, industrial, and other end-markets.

The new paragraph adds a substantive results narrative and identifies the direction, magnitude, and stated drivers of a revenue change.

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 from ISG decreased by $196.6 million, or approximately 17.5%, during 2025 compared to 2024. This was driven by decreases in revenue of $177.9 million and $24.2 million in the automotive and industrial end-markets respectively, which was partially offset by increased revenue of $5.5 million in other end-markets.

Cite this change

"Revenue from ISG decreased by $196.6 million, or approximately 17.5%, during 2025 compared to 2024. This was driven by decreases in revenue of $177.9 million and $24.2 million in the automotive and industrial end-markets respectively, which was partially offset by increased revenue of $5.5 million in other 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

15AddedItem 7 › Gross Profit and Gross Margin

Summary · quote-checked

Added an explanation of AMG’s gross profit decline and gross margin increase, including sales-volume and manufacturing-services revenue drivers.

The new paragraph adds substantive results and management’s stated drivers, including opposing directions for gross profit and gross margin; it is not merely a period or figure roll-forward.

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] AMG gross profit decreased by $149.8 million, primarily driven by the decline in sales volume in the automotive and industrial end-markets. AMG gross margin increased by 1.0 percentage point to 51.1% from 50.1%, primarily due to the reduction in the lower-margin manufacturing services revenue at our EFK location.

Cite this change

"AMG gross profit decreased by $149.8 million, primarily driven by the decline in sales volume in the automotive and industrial end-markets. AMG gross margin increased by 1.0 percentage point to 51.1% from 50.1%, primarily due to the reduction in the lower-margin manufacturing services revenue at our EFK location."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

16AddedItem 7 › Operating Expenses

Summary · quote-checked

Added a discussion of research and development expense decreases and their primary drivers, including restructuring-related reductions.

The new paragraph discloses a specific expense trend, quantified change, and stated operational drivers; it is not merely a period roll-forward or recurring table update.

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] Research and development expenses were $583.6 million and $612.7 million, or approximately 10% and 9% of revenue for 2025 and 2024, respectively, representing a decrease of $29.1 million, or approximately 5% year-over-year. The decrease was primarily due to a decrease in production supplies, outside services and payroll-related expenses as a result of the restructuring program.

Cite this change

"Research and development expenses were $583.6 million and $612.7 million, or approximately 10% and 9% of revenue for 2025 and 2024, respectively, representing a decrease of $29.1 million, or approximately 5% year-over-year. The decrease was primarily due to a decrease in production supplies, outside services and payroll-related expenses as a result of the restructuring 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

17AddedItem 7 › Operating Expenses

Summary · quote-checked

Added disclosure of selling and marketing expense decline, including a restructuring program as the primary driver.

The new paragraph introduces a reported expense change and attributes it to lower payroll-related expenses from restructuring, adding substantive MD&A information.

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] Selling and marketing expenses were $255.9 million and $273.5 million, or approximately 4% of revenue for both 2025 and 2024, representing a decrease of $17.6 million, or approximately 6% year-over-year. The decrease was primarily related to a decrease in payroll-related expenses as a result of the restructuring program.

Cite this change

"Selling and marketing expenses were $255.9 million and $273.5 million, or approximately 4% of revenue for both 2025 and 2024, representing a decrease of $17.6 million, or approximately 6% year-over-year. The decrease was primarily related to a decrease in payroll-related expenses as a result of the restructuring 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

18AddedItem 7 › Operating Expenses

Summary · quote-checked

Added an explanation of lower general and administrative expenses, attributing the decrease to reduced consulting fees and payroll-related expenses from restructuring.

The new paragraph adds a substantive MD&A result and identifies restructuring as the driver of decreased expenses, rather than merely rolling forward dates or figures.

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] General and administrative expenses were $348.9 million and $376.3 million, or approximately 6% and 5% of revenue for 2025 and 2024, respectively, representing a decrease of $27.4 million, or approximately 7% year-over-year. The decrease was primarily due to a decrease in consulting fees and payroll-related expenses as a result of the restructuring program.

Cite this change

"General and administrative expenses were $348.9 million and $376.3 million, or approximately 6% and 5% of revenue for 2025 and 2024, respectively, representing a decrease of $27.4 million, or approximately 7% year-over-year. The decrease was primarily due to a decrease in consulting fees and payroll-related expenses as a result of the restructuring 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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

19AddedItem 7 › Other Operating Expenses

Summary · quote-checked

Added disclosure of amortization expense, its year-over-year decrease, and the reason previously acquired assets became fully amortized.

The new paragraph substantively introduces an expense trend and its stated driver, rather than merely rolling forward dates, periods, or standard presentation.

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] Amortization of intangible assets was $44.4 million and $52.0 million for 2025 and 2024, respectively, representing a decrease of $7.6 million, or approximately 15%, year-over-year due to previously acquired assets becoming fully amortized during 2025.

Cite this change

"Amortization of intangible assets was $44.4 million and $52.0 million for 2025 and 2024, respectively, representing a decrease of $7.6 million, or approximately 15%, year-over-year due to previously acquired assets becoming fully amortized during 2025."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

20AddedItem 7 › Other Income and Expenses

Summary · quote-checked

Added an explanation of higher interest expense, including long-term debt balances and increased weighted average interest rates.

The new paragraph discloses a financing cost increase and identifies higher borrowing rates as its driver, changing the MD&A’s substance rather than merely updating presentation.

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] Interest expense increased by $8.6 million, or approximately 14%, to $70.9 million during 2025 compared to $62.3 million in 2024. Our average gross amount of long-term debt balance during 2025 and 2024 was $3,379.9 million and $3,379.9 million, respectively. Interest expense increased due to an increase in our average interest rate on our long-term debt. Our weighted average interest rate was 2.1% and 1.8% per annum in 2025 and 2024, respectively.

Cite this change

"Interest expense increased by $8.6 million, or approximately 14%, to $70.9 million during 2025 compared to $62.3 million in 2024. Our average gross amount of long-term debt balance during 2025 and 2024 was $3,379.9 million and $3,379.9 million, respectively. Interest expense increased due to an increase in our average interest rate on our long-term debt. Our weighted average interest rate was 2.1% and 1.8% per annum in 2025 and 2024, respectively."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

21AddedItem 7 › Other Income and Expenses

Summary · quote-checked

Added disclosure that interest income decreased in 2025, primarily because of lower interest rates on cash, cash equivalents and short-term investments.

The new paragraph adds a substantive results narrative identifying a decline in interest income and its stated driver, rather than merely rolling forward dates or figures.

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] Interest income decreased by $16.3 million, or approximately 15%, to $95.1 million during 2025 compared to $111.4 million in 2024, primarily attributable to lower interest rates on cash and cash equivalents and short-term investments.

Cite this change

"Interest income decreased by $16.3 million, or approximately 15%, to $95.1 million during 2025 compared to $111.4 million in 2024, primarily attributable to lower interest rates on cash and cash equivalents and short-term investments."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

22AddedItem 7 › Other Income and Expenses

Summary · quote-checked

Added disclosure of other income, including year-over-year amounts and the stated driver of the increase.

The new paragraph adds a results narrative identifying other income, its amounts, and higher dividend income as the primary driver.

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] Other income, net was $22.9 million and $20.6 million in 2025 and 2024, respectively. The increase was primarily driven by slightly higher dividend income in 2025.

Cite this change

"Other income, net was $22.9 million and $20.6 million in 2025 and 2024, respectively. The increase was primarily driven by slightly higher dividend income in 2025."

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

23AddedItem 7 › Revenue

Summary · quote-checked

A new paragraph introduces a geographic revenue table based on sales billed by country or region.

The paragraph introduces a geographic revenue disclosure that was absent previously; under the rubric, a newly appearing table or table introduction is material.

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 by geographic location, based on sales billed from the respective country or region, was as follows (dollars in millions):

Cite this change

"Revenue by geographic location, based on sales billed from the respective country or region, was as follows (dollars in millions):"

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

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24AddedItem 7 › Critical Accounting Policies and Estimates

Summary · quote-checked

A new Critical Accounting Policies and Estimates heading on impairment of goodwill and long-lived assets was added.

The paragraph introduces an impairment-related accounting-policy topic that was absent from the prior report; its substantive implications beyond the heading are not determinable from the text.

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] Impairment of Goodwill and Long-Lived Assets:

Cite this change

"Impairment of Goodwill and Long-Lived Assets:"

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

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25AddedItem 7 › Critical Accounting Policies and Estimates

Summary · quote-checked

Added a held-for-sale accounting policy describing classification criteria, sale timing, and reassessment of delays.

The new paragraph discloses substantive conditions for classifying assets as held-for-sale and obligations to reassess delayed dispositions, rather than merely describing presentation mechanics.

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 classify assets as held-for-sale in the period when all of the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (iv) the sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the assets beyond one year; (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company evaluates the probability of sale within one year, considering current market conditions for semiconductor equipment and the status of active marketing efforts. If disposal does not occur within 12 months, the Company reassesses whether delays are caused by factors outside its control.

Cite this change

"We classify assets as held-for-sale in the period when all of the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the assets;"

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

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26AddedItem 7 › Critical Accounting Policies and Estimates

Summary · quote-checked

Added accounting-policy disclosure describing held-for-sale asset measurement, valuation judgments, impairment recognition, presentation, and gain or loss timing.

The new paragraph discloses a specific asset classification, valuation process, potential impairment, and recognition timing, introducing substantive accounting and obligation-related information.

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] The assets that are classified as held-for-sale are initially measured at the lower of their carrying value or fair value less any costs to sell. The determination of the fair value less costs to sell may require management to make judgments on significant estimates and assumptions including, but not limited to, indicative sales values, current market conditions and available data for transactions for similar assets. We may use third-party valuation specialists to assist in the determination of such estimates. Any impairment loss resulting from this measurement is recorded in Restructuring, asset impairments and other, net on the Consolidated Statements of Operations and the assets held-for-sale are recorded as a separate line within the Consolidated Balance Sheets. Gains or losses are not recognized on assets held-for-sale until the sale date, when control transfers to the counterparty.

Cite this change

"The assets that are classified as held-for-sale are initially measured at the lower of their carrying value or fair value less any costs to sell."

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

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Show fewer in Item 7

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

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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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

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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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

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

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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

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On Semiconductor 10-K FY2025: what changed · Yearover