ON: Material agreement · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Reorganization On June 25, 2026, ON Semiconductor Corporation (“ onsemi ”) entered into an Agreement and Plan of Reorganization (the “ Merger Agreement ”), by and among onsemi, a Delaware corporation, Sonic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of onsemi (“ Merger Sub ”), and Synaptics Incorporated, a Delaware corporation (“ Synaptics ”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Synaptics (the “ Merger ”), with Synaptics surviving the Merger as a wholly owned subsidiary of onsemi. Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement. onsemi’s Board of Directors has unanimously approved the Merger Agreement and the issuance of common stock, par value $0.01 per share, of onsemi (“ onsemi Common Stock ”) in connection with the Merger. Merger Consideration At the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of Synaptics (“ Synaptics Common Stock ”) outstanding immediately prior to the Effective Time (other than shares held by Synaptics, any Synaptics subsidiary, onsemi, any onsemi subsidiary, or Merger Sub, which will be cancelled) will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of onsemi Common Stock, equal to 1.350 (the “ Exchange Ratio ”) (the “ Merger Consideration ”). No fractional shares of onsemi Common Stock will be issued in the Merger, and Synaptics stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement. No appraisal, dissenters’ or si