Two Form 8-Ks filed the same day, June 25, 2026, on adjacent CIKs put the same transaction on the record from both sides. ON Semiconductor Corporation (onsemi, Nasdaq: ON) and Synaptics Incorporated (Nasdaq: SYNA) each disclosed entry into an Agreement and Plan of Reorganization dated June 25, 2026, by and among onsemi, a Delaware subsidiary named Sonic Acquisition Corp. (“Merger Sub”), and Synaptics. The structure the filings describe is a reverse-triangular merger: Merger Sub merges with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of onsemi.

The consideration is all stock, and it is fixed. Per the onsemi 8-K, each outstanding Synaptics share converts into onsemi common stock at a set ratio:

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 onsemi shares will be issued; Synaptics holders receive cash in lieu of fractions. The filing states the exchange ratio is expected to leave Synaptics equityholders owning approximately 12% of the combined company on a pro forma basis after closing. The Synaptics 8-K records the mirror-image term from the target's side: each Synaptics share “shall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares” of onsemi common stock.

The two businesses sit on different layers of the hardware stack. onsemi is a power, analog and sensing supplier; Synaptics builds human-machine interface, wireless connectivity and edge-AI compute silicon. The joint press release attached as Exhibit 99.1 frames the combination as adding Synaptics' edge-AI compute and connectivity portfolio to onsemi's power and sensing base, and states a total enterprise value of approximately $7 billion and a fixed 1.350 ratio representing an approximately 19% premium to the 10-trading-day volume-weighted average closing prices of the two stocks. Per the filing, the combination would pair onsemi's power and sensing franchise with Synaptics' connected-compute and interface products — a directional read the documents state, not a market judgment.

On equity awards, the 8-Ks set out conversion mechanics rather than a simple cash-out: unvested Synaptics RSUs, PSUs and MSUs held by continuing employees are assumed by onsemi and converted into onsemi-denominated awards at the exchange ratio, while vested-but-unsettled awards, awards that vest at closing, and awards held by non-employee directors are cancelled for the equivalent merger consideration.

The closing conditions are the customary set for a stock-for-stock merger that issues registered shares. The onsemi filing lists, among others, the adoption of the agreement by a majority of outstanding Synaptics shares (the Required Synaptics Stockholder Vote); expiration or early termination of the Hart-Scott-Rodino waiting period plus other antitrust and foreign-investment approvals; effectiveness of onsemi's Form S-4 registration statement; Nasdaq listing approval for the new onsemi shares; and customary tax opinions that the merger qualifies as a reorganization. If completed, Synaptics common stock would be delisted from Nasdaq and deregistered. The parties “anticipate the transaction to close in mid-2027.”

On timing and break-up economics, the agreement carries an End Date of June 25, 2027, extendable in three-month increments under specified circumstances to obtain regulatory approvals. Synaptics agreed to customary no-solicit restrictions, subject to a fiduciary-out for a Superior Proposal with match rights. The fee structure is asymmetric by design: Synaptics would owe onsemi a termination fee of $235,000,000 under specified circumstances (including a change of recommendation or termination to accept a superior proposal), while onsemi would owe Synaptics a regulatory termination fee of $320,000,000 if the deal fails on antitrust or foreign-investment grounds by the End Date. At closing, onsemi will appoint one independent director drawn from the Synaptics board.

What the filings establish is a definitive, board-approved, all-stock combination with a fixed ratio and a defined regulatory path — not a letter of intent and not a cash tender. The remaining gates the documents themselves flag are the Synaptics shareholder vote, the S-4 effectiveness, and antitrust and foreign-investment clearances across multiple jurisdictions, with the larger of the two break fees pointed at regulatory failure.