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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

 

March 9, 2026

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39317

36-3840979

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

ON Semiconductor Corporation

5701 N. Pima Road

Scottsdale , Arizona

 

85250

(Address of principal executive offices)

 

(Zip Code)

 

( 602 ) 244-6600

(Registrant’s telephone number, including area code)

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

 

 

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

☐

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

☐

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

☐

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

☐

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

ON

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b) On March 9, 2026, ON Semiconductor
Corporation (together with its affiliates, “ onsemi ”) and Simon Keeton, Group President, Power Solutions Group of onsemi, agreed that Mr. Keeton will resign from all employment positions at onsemi
effective June 30, 2026. Although Mr. Keeton will step down from all officer positions immediately, he has agreed to remain with onsemi through June 30, 2026 in order to support an orderly transition to a new head of the Power Solutions Group. 
Mr. Keeton joined onsemi in July 2007 and has held the position of Group President, Power Solutions Group since February 2024.

SIGNATURES

 

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

 
 

ON SEMICONDUCTOR CORPORATION

(Registrant)

 
 
 

Date:   March 11, 2026

By:

/s/ Paul Dutton

 
 

Paul Dutton

 
 

Senior Vice President, Chief Legal Officer and Secretary