What the changes say
- Merger-related execution, counterparties, employees, deal restrictions, litigation, and stockholder-rights risks now dominate the section.
- AI adoption creates new competitiveness, production, privacy, bias, misuse, and regulatory risks.
- Customer demand remains uncertain because customers lack long-term volume commitments and may discontinue products or projects.
What changed since the prior 10-K
New
- NewRisks Related to Proposed Merger between Synaptics and onsemi
Failure to realize the anticipated benefits of the Merger, delay in realizing those benefits, or significant challenges in integrating our company with onsemi could have an adverse effect on the price of onsemi common stock that our stockholders will own following the completion of the Merger
Integrating Synaptics with onsemi could lose customers or key personnel, disrupt operations, and delay anticipated benefits and cost savings.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, service providers, partners, consultants, and other business counterparties, whether or not the Merger is completed
Merger uncertainty could cause customers, suppliers, service providers, partners, or consultants to delay, terminate, or renegotiate relationships.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of such uncertainty or a desire not to remain with onsemi following the completion of the Merger
Employees may leave or become harder to recruit because of uncertainty about their roles in the onsemi combined company.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
Restrictions under the Merger Agreement may adversely affect our business and operations
Merger Agreement restrictions could limit acquisitions, asset sales, agreements, capital spending, buybacks, equity issuance, or additional debt before closing.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to us and, in specified circumstances, could require us to pay a substantial termination fee to onsemi
No-shop provisions may deter competing acquisition proposals, while specified termination scenarios could require Synaptics to pay onsemi a substantial fee.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
Litigation may arise in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management's attention and otherwise materially harm our business
Merger-related securities or derivative litigation could impose costs, delay or prevent closing, distract management, and damage relationships or performance.
- NewRisks Related to Proposed Merger between Synaptics and onsemi
Shares of onsemi common stock to be received by our stockholders as a result of the Merger will have different rights from shares of our common stock
Synaptics stockholders would receive onsemi shares with potentially different governance and stockholder rights after the Merger.
- NewRisks Related to Our Industry and Business
We are exposed to risks related to the use of artificial intelligence by us and our competitors
Using AI and machine learning in edge computing, voice, vision, and wireless products creates competitive, production, accuracy, bias, misuse, privacy, and regulatory risks.
- NewRisks Related to Our Industry and Business
other major customers, a general decrease in demand, or our failure to expand our customer base, particularly in key markets, would materially impact our future operating results
Customers may discontinue products or projects, reduce demand, or fail to expand purchases, leaving Synaptics with unrecovered R&D and sales investments.
Reworded
- 57% rewrittenRisks Related to Our Industry and Business
Changes to international trade policies, export controls, and foreign operations expose us to legal, regulatory, and operational risks
The risk now covers more complex, evolving trade rules and tariffs announced in calendar 2025 and 2026, including China and reciprocal tariffs.
- 52% rewrittenRisks Related to Our Future Growth, Capital Requirements and Indebtedness
under the default settlement method, to settle the principal amount of the 2031 Notes in cash, and any conversion involving cash settlement could significantly affect our liquidity
The focus shifts to currently convertible 2031 Notes, limited trading, potential substantial cash payments, liquidity pressure, and possible dilution.
Was: settlement method, to settle the principal amount of the 2031 Notes in cash, and any conversion involving cash settlement could significantly affect our liquidity
- 43% rewrittenRisks Related to Our Future Growth, Capital Requirements and Indebtedness
Changes in U.S. and foreign tax laws, implementation of Pillar Two and OBBBA, or adverse audit outcomes could materially affect our effective tax rate, financial position, and cash flows
The updated text retains the 15% Pillar Two minimum-tax discussion but removes the prior-year reference to OBBBA and its related tax effects.
- 34% rewrittenRisks Related to Our Industry and Business
We face intense competition and our success depends on our ability to deliver innovative, high-performance solutions
No substantive change; the risk still centers on intense competition, price erosion, technological change, and winning OEM design opportunities.
- 33% rewrittenRisks Related to Our Industry and Business
In addition, unfavorable developments with respect to global laws and regulations—including those affecting artificial intelligence and data governance—could slow or limit adoption of products in these markets, impede our strategic plans, or require changes to our offerings
No substantive change; the risk still covers China’s semiconductor push, China-U.S. barriers, concentrated OEM and ODM customers, and lost projects.
- 28% rewrittenRisks Related to Our Industry and Business
We depend on third parties for manufacturing and supply, and face risks from inventory imbalances, demand uncertainty, and component shortages that may disrupt our operations and reduce margins
No substantive change; the risk still covers Asian contract manufacturing, limited capacity commitments, demand swings, and production reprioritization.
- 25% rewrittenRisks Related to Other Acquisitions and Strategic Alliances
In addition to the risks described related to the Merger, any other acquisitions or strategic alliances that we undertake could be difficult to execute or integrate, may not achieve expected results, and could disrupt our business or dilute stockholder value
No substantive change; the risk still covers difficulty finding, completing, integrating, and achieving synergies from acquisitions or alliances.
Was: Any acquisitions or strategic alliances that we undertake could be difficult to execute or integrate, may not achieve expected results, and could disrupt our business or dilute stockholder value
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Related to Proposed Merger between Synaptics and onsemi
- 01Failure to realize the anticipated benefits of the Merger, delay in realizing those benefits, or significant challenges in integrating our company with onsemi could have an adverse effect on the price of onsemi common stock that our stockholders will own following the completion of the MergerNew
- 02Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, service providers, partners, consultants, and other business counterparties, whether or not the Merger is completedNew
- 03As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of such uncertainty or a desire not to remain with onsemi following the completion of the MergerNew
- 04Restrictions under the Merger Agreement may adversely affect our business and operationsNew
- 05The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to us and, in specified circumstances, could require us to pay a substantial termination fee to onsemiNew
- 06Litigation may arise in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management's attention and otherwise materially harm our businessNew
- 07Shares of onsemi common stock to be received by our stockholders as a result of the Merger will have different rights from shares of our common stockNew
Risks Related to Our Industry and Business
- 08Changes to international trade policies, export controls, and foreign operations expose us to legal, regulatory, and operational risks57% rewritten
- 09Additionally, our international operations, including in Taiwan, China, South Korea, Hong Kong, and throughout Europe and Asia, expose us to risks such as unexpected regulatory changes, labor law shifts, currency fluctuations, public health emergencies, and environmental compliance burdens
- 10We face intense competition and our success depends on our ability to deliver innovative, high-performance solutions34% rewritten
- 11We are exposed to risks related to the use of artificial intelligence by us and our competitorsNew
- 12Our growth depends on the successful development of emerging markets, including Core IoT, which may be slower, more competitive, or more regulated, which could result in our losing or failing to gain market share and suffering reduced revenue
- 13In addition, unfavorable developments with respect to global laws and regulations—including those affecting artificial intelligence and data governance—could slow or limit adoption of products in these markets, impede our strategic plans, or require changes to our offerings33% rewritten
- 14other major customers, a general decrease in demand, or our failure to expand our customer base, particularly in key markets, would materially impact our future operating resultsNew
- 15We depend on third parties for manufacturing and supply, and face risks from inventory imbalances, demand uncertainty, and component shortages that may disrupt our operations and reduce margins28% rewritten
- 16Defects, security vulnerabilities, or performance failures in our products could result in liability, reputational harm, and lost revenue opportunities
- 17If we fail to manage our growth and scale our operations effectively, our infrastructure and resources could be strained, our ability to effectively manage our business could be diminished and our operating results could suffer
- 18Our ability to protect our intellectual property, avoid infringement of third-party rights, and manage licensing compliance, including with open source software, is critical to our competitiveness and subject to legal risk
- 19Foreign exchange rate volatility could adversely affect our margins, pricing and competitiveness
- 20We face risks associated with security breaches or cyberattacks
Risks Related to Other Acquisitions and Strategic Alliances
- 21In addition to the risks described related to the Merger, any other acquisitions or strategic alliances that we undertake could be difficult to execute or integrate, may not achieve expected results, and could disrupt our business or dilute stockholder value25% rewritten
Risks Related to Our Employees
- 22We depend on key personnel who would be difficult to replace and our business will likely be harmed if we lose their services, cannot hire additional qualified personnel or do not manage transitions effectively
- 23If we are unable to obtain stockholder approval of share-based compensation award programs or additional shares for such programs, we could be at a competitive disadvantage in the marketplace for qualified personnel or may be required to increase the cash element of our compensation program
Risks Related to Our Future Growth, Capital Requirements and Indebtedness
- 24We may need to raise additional capital to support our growth, and failure to do so on acceptable terms could limit our ability to compete
- 25We have significant outstanding indebtedness, including our 4.000% Senior Notes due 2029 (the “Senior Notes”) and our 0.75% Convertible Senior Notes due 2031 (the “2031 Notes”). We may incur additional debt under our credit agreement or the indentures, which could amplify the risks described below
- 26under the default settlement method, to settle the principal amount of the 2031 Notes in cash, and any conversion involving cash settlement could significantly affect our liquidity52% rewritten
- 27We may incur material environmental liabilities as a result of prior operations at an acquired company
- 28Changes in U.S. and foreign tax laws, implementation of Pillar Two and OBBBA, or adverse audit outcomes could materially affect our effective tax rate, financial position, and cash flows43% rewritten
- 29We are subject to governmental laws, regulations and other legal obligations related to privacy and data protection
- 30Environmental, social and governance (“ESG”) matters may adversely affect our relationships with customers and investors
- 31The market price of our common stock has been and may continue to be volatile
Other Synaptics 10-Ks
- FY2025 10-K risk factors22 risks
Synaptics faces heavy international exposure in Asia and strict export controls impacting supply chains and sales to China. The company relies heavily on outsourced manufacturing, key technical personnel, and successful expansion into emerging IoT markets. Financial leverage is a factor due to significant outstanding debt including 2029 Senior Notes and 2031 Convertible Notes.
Filed Aug 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.