安森美半导体 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025Or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 ON SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) 36-3840979(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 5701 N. Pima RoadScottsdale, AZ 85250(602)244-6600(Address, zip code and telephone number, including area code, of principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. ☒Accelerated filer☐Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $23,198,209,519 as of July4,2025, based on the closing sales price of such stock on the Nasdaq Global Select Market. Shares held by executive officers, directors and personsowning directly or indirectly more than 10% of the outstanding common stock (as applicable) have been excluded from the preceding numberbecause such persons may be deemed to be affiliates of the registrant. The number of shares of the registrant's common stock outstanding at February4, 2026 was 394,020,530. Documents Incorporated by Reference Portions of the registrant's Definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders, which is expected to be filed pursuant toRegulation 14A within 120 days after the registrant's fiscal year ended December31, 2025, are incorporated by reference into Part III of this Form10-K where indicated. ON SEMICONDUCTOR CORPORATIONFORM 10-K TABLE OF CONTENTS Part I Item 1.BusinessOverviewRevenue-Generating ActivitiesMarketsResourcesSeasonalityGovernment RegulationCorporate ResponsibilitiesHuman Capital ResourcesInformation about Our Executive OfficersAvailable InformationItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosure Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.[Reserved]Item 7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures about Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPart III Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersItem 13.Certain Relationships and Related Transa