ON: Material agreement · Company disclosure

Item 1.01. Entry into a Material Definitive Agreement. On November 2, 2026, Semiconductor Components Industries, LLC (the “ Purchaser ”), a Delaware limited liability company and wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (“ onsemi ”), entered in an Agreement and Plan of Merger (the “ Merger Agreement ”) by and between Purchaser, Forge Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“ Merger Sub ”), Ferric, Inc., a Delaware corporation (“ Ferric ”) and, solely in its capacity as Stockholder Representative, Shareholder Representative Services LLC, a Colorado limited liability company. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Ferric, with Ferric surviving the merger as a wholly-owned subsidiary of Purchaser (the “ Merger ”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, at the effective time of the Merger (the “ Effective Time ”), eligible securityholders of Ferric will be entitled to receive their applicable share of aggregate consideration of $600.0 million in cash, subject to customary purchase price adjustments for Ferric’s cash, indebtedness, transaction costs and working capital. In addition, eligible securityholders of Ferric as of the Effective Time will be entitled to receive their applicable share of up to an aggregate of $175.0 million in cash payable upon the achievement of certain specified revenue milestones, as set forth in the Merger Agreement. The Merger Agreement contains customary representations, warranties, covenants and agreements. In addition, the Merger Agreement provides that the Merger is subject to the satisfaction or waiver of customary clos