onsemi to Acquire Ferric, Inc. for Up to $775 Million in Cash

Summary of Material Definitive Agreement (Item 1.01)

On November 2, 2026, ON Semiconductor Corporation ("onsemi") entered into an Agreement and Plan of Merger through its wholly-owned subsidiary, Semiconductor Components Industries, LLC ("Purchaser"), to acquire Ferric, Inc. via the merger of Forge Merger Sub, Inc. into Ferric.

Transaction Terms & Valuation

• Upfront Consideration: Eligible securityholders of Ferric, Inc. will receive an aggregate of $600.0 million in cash, subject to customary purchase price adjustments for cash, debt, transaction expenses, and working capital.
• Contingent Consideration (Earn-Out): Eligible securityholders may receive up to an additional $175.0 million in cash upon the achievement of specified revenue milestones.
• Total Potential Transaction Value: Up to $775.0 million.

Regulatory Approvals & Expected Closing

• Conditions: Subject to customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976.
• Target Closing Date: Fourth quarter of 2026.

Market & Strategic Significance

Ferric specializes in integrated voltage regulators (IVRs) and power management solutions. Integrating Ferric's technology aligns with onsemi's focus on high-efficiency power semiconductors for data centers, industrial, and automotive applications. At a baseline cash commitment of $600 million, the acquisition represents a strategic capital deployment without immediate equity dilution.