Synaptics Incorporated — Form 8-K Summary
Filing date: October 1, 2026. This filing reports a transaction agreement, not a financial-results period.
Business context and transaction
Synaptics entered into an amended and restated merger agreement with ON Semiconductor Corporation (onsemi) and onsemi’s wholly owned subsidiary, Sonic Acquisition Corp. The amendment restates the June 25, 2026 agreement and provides for Sonic Acquisition Corp. to merge into Synaptics, with Synaptics surviving as an indirect, wholly owned onsemi subsidiary, subject to closing conditions.
Under the revised terms, eligible Synaptics common stockholders are to receive $123 per share in cash, without interest. The filing does not state the total transaction value or quantify how the revised consideration compares with the prior agreement.
Financial metrics and equity awards
This 8-K provides no revenue, profit, cash-flow, margin, debt, or liquidity figures and does not provide operating guidance. The transaction is not subject to a financing condition. Synaptics agreed to use reasonable best efforts to cooperate with potential onsemi financing, including financing for the consideration and repayment of certain Synaptics debt.
Eligible unvested employee RSUs, PSUs, and MSUs generally will be assumed and converted into onsemi awards under formulas in the agreement. Certain vested, closing-vested, and director awards will instead be cancelled for cash, subject to applicable tax withholding. PSU conversion uses target performance for periods not yet closed; MSU treatment uses actual performance as specified in the agreement.
Material changes and approval status
The amended agreement followed Synaptics’ receipt of an unsolicited, non-binding proposal from another strategic party on September 2, 2026. After engagement, Synaptics’ board and special committee initially determined the revised competing proposal was a Superior Proposal. Following further negotiations with onsemi, the board concluded it no longer qualified as a Superior Proposal and unanimously approved the amended agreement.
Closing conditions include approval by Synaptics stockholders holding a majority of shares entitled to vote, required governmental approvals under specified antitrust and foreign-investment laws, absence of specified legal restraints, accuracy of representations and warranties, covenant compliance, and no continuing material adverse effect on Synaptics. The filing states that approval under the Hart-Scott-Rodino Act has already been obtained. It does not provide a clear expected closing date.
Risks and other considerations
The filing identifies risks including failure to obtain remaining approvals or satisfy closing conditions, transaction litigation or delay, disruption to operations and business opportunities, retention of key personnel, competitive responses, transaction costs, and adverse effects on business relationships. Stockholders who properly exercise appraisal rights under Delaware law are not entitled to the $123 consideration and instead have statutory appraisal rights.
Synaptics expects to file a preliminary proxy statement and later send a definitive proxy statement for the stockholder vote. The filing urges investors to read those materials when available.
Important facts for investors to verify
- Whether Synaptics stockholders approve the amended merger agreement and whether all remaining regulatory and other closing conditions are satisfied.
- The final proxy statement’s complete transaction terms, including any termination provisions, fees, and closing timetable.
- How the $123-per-share cash consideration and onsemi award-conversion formulas apply to individual holdings and equity awards.
- Any updates to Synaptics’ debt repayment arrangements, transaction costs, or other financial effects, which are not quantified in this 8-K.