You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Synaptics Incorporated, a Delaware corporation (“Synaptics”), to be held virtually via live webcast on [  ], 2026 beginning at [  ], Pacific Time (unless the Special Meeting is adjourned or postponed). Synaptics stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/SYNA2026SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” or “presence” will mean virtually present at the Special Meeting, and to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt an Amended and Restated Agreement and Plan of Merger, dated as of October 1, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Synaptics, ON Semiconductor Corporation, a Delaware corporation (“onsemi”) and Sonic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of onsemi (“Merger Sub”), pursuant to which and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Synaptics (the “Merger”), with Synaptics continuing as the surviving company in the Merger and as a wholly-owned subsidiary of onsemi, which we refer to as the “Merger Proposal”; (b) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Synaptics’ named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement, which we refer to as the “Advisory Compensation Proposal”; and (c) a proposal to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or if a quorum is not present at the Special Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to Synaptics stockholders, which we refer to as the “Adjournment Proposal”.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, by virtue of the Merger, each share of Synaptics common stock, par value $0.001 per share (“Synaptics common stock”) (other than each share of Synaptics common stock held in Synaptics’ treasury or held or owned by onsemi, any subsidiary of onsemi, or Merger Sub immediately prior to the effective time, as well as dissenting shares (collectively, the “excluded shares”)), outstanding immediately prior to the effective time will be cancelled and converted into the right to receive $123.00 per share in cash, without interest (the “Merger Consideration”).

Synaptics’ board of directors (the “Synaptics board”) has unanimously approved the Merger Agreement and recommends that Synaptics stockholders vote in favor of adopting the Merger Agreement.

Synaptics and onsemi cannot complete the Merger without adoption of the Merger Agreement by the affirmative vote of holders of a majority of the issued and outstanding shares of Synaptics common stock as of the Synaptics record date and entitled to vote thereon. The failure by a Synaptics stockholder to submit a vote and any abstention by a Synaptics stockholder from voting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal. Synaptics is holding the Special Meeting to vote on the Merger Proposal in order to complete the Merger. Information about the Special Meeting, the Merger, the Merger Agreement and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement. The Synaptics board has fixed the close of business on [  ], 2026 as the record date for the determination of Synaptics stockholders entitled to notice of, and to vote at, the Special Meeting. We urge you to read this proxy statement and the annexes and documents incorporated by reference carefully.

The Synaptics board has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of Synaptics and its stockholders, (ii) approved and declared advisable the execution and delivery of the Merger Agreement

and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that Synaptics stockholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iv) directed that the Merger Agreement be submitted to a vote of Synaptics stockholders for adoption at a duly held meeting of Synaptics stockholders for such purpose. Accordingly, the Synaptics board unanimously recommends that Synaptics stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important regardless of the number of shares of Synaptics common stock that you own.

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement or determined if this proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement is dated [  ], 2026, and is first being mailed to Synaptics stockholders on or about [  ], 2026.

You are hereby notified that a Special Meeting of Stockholders of Synaptics Incorporated, a Delaware corporation (“Synaptics”), will be held virtually at www.virtualshareholdermeeting.com/SYNA2026SM at [  ], Pacific Time on [  ], 2026 (unless the Special Meeting is adjourned or postponed) for the following purposes:

Synaptics will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof. Please refer to the proxy statement of which this notice forms a part for further information with respect to the business to be transacted at the Special Meeting.

Only stockholders of record as of [  ], 2026 are entitled to notice of, and to vote at, the Special Meeting. The Special Meeting will be a virtual only meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/SYNA2026SM starting at [  ], Pacific Time (with log-in beginning at [  ], Pacific Time) on [  ], 2026. You will be able to attend the Special Meeting and vote your shares electronically during the meeting by going to www.virtualshareholdermeeting.com/SYNA2026SM and entering the 16-digit control number included on the proxy card or voting instruction form that you received. Because the Special Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person. Participating stockholders who log on to the meeting using his, her or its unique 16-digit control number will also be able to examine the stockholder list during the Special Meeting by following the instructions provided on the meeting website. A list of stockholders of record will be available for inspection at our corporate headquarters located at 1109 McKay Drive, San Jose, California 95131 during ordinary business hours during the 10-day period before the Special Meeting.

Stockholders attending the Special Meeting will be in a listen-only mode and will not be able to speak during the webcast. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting. Please give yourself sufficient time to log in and ensure you can hear the streaming audio before the meeting starts.

Completion of the Merger is conditioned on adoption of the Merger Agreement by the Synaptics stockholders, which requires the affirmative vote of holders of a majority of the issued and outstanding shares of Synaptics common stock entitled to vote thereon. Completion of the Merger is not conditioned on approval of the Advisory Compensation Proposal or the Adjournment Proposal.

The Synaptics board has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of Synaptics and its stockholders, (ii) approved and declared advisable the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that Synaptics stockholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iv) directed that the Merger Agreement be submitted to a vote of Synaptics stockholders for adoption at a duly held meeting of Synaptics stockholders for such purpose. Accordingly, the Synaptics board unanimously recommends that Synaptics stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important regardless of the number of shares of Synaptics common stock that you own. The Merger cannot be completed without adoption of the Merger Agreement by the affirmative vote of holders of a majority of the issued and outstanding shares of Synaptics common stock as of the Synaptics record date and entitled to vote thereon. The failure by a Synaptics stockholder to submit a vote and any abstention by a Synaptics stockholder from voting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal.

If you plan to attend the Special Meeting virtually, please follow the instructions as outlined in the proxy statement of which this notice forms a part. Whether or not you expect to attend the Special Meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Synaptics common stock may vote virtually at the Special Meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the proxy statement of which this notice forms a part.

The proxy statement of which this notice forms a part provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Special Meeting. We urge you to carefully read the proxy statement, including any documents incorporated by reference therein, and the annexes in their entirety.

If you have any questions concerning the Merger or the proxy statement, would like additional copies or need help voting your shares of Synaptics common stock, please contact Synaptics’ proxy solicitor:

All currency amounts referenced in this proxy statement are in U.S. dollars. In this proxy statement, except as otherwise indicated or the context otherwise requires, references to:

The following are some questions that you, as a stockholder of Synaptics Incorporated (“Synaptics” or the “Company”), may have regarding the Merger and other matters being considered at the special meeting of Synaptics stockholders (the “Special Meeting”) and brief answers to those questions. To better understand these matters, and for a description of the legal terms governing the Merger, Synaptics urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to this proxy statement and the documents incorporated by reference in this proxy statement. See the section titled “Where You Can Find More Information” beginning on page 122 of this proxy statement.

This proxy statement, including the information included or incorporated by reference, contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Exchange Act. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Merger and the anticipated benefits thereof, projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, and Synaptics’ ability to source and retain talent. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions as of the date of this proxy statement that are subject to risks, uncertainties and assumptions, many of which are beyond the control of onsemi and Synaptics, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:

ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries, which operate under the onsemi brand, is referred to in this proxy statement as onsemi and was incorporated under the laws of the State of Delaware in 1992. onsemi is headquartered in Scottsdale, Arizona. onsemi delivers intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets.

The principal trading market for onsemi common stock (Nasdaq: ON) is the Nasdaq Stock Market LLC.

The principal executive offices of onsemi are located at 5701 N. Pima Road, Scottsdale, Arizona 85250. Its telephone number is (602) 244-6600 and its website is www.onsemi.com. The contents of onsemi’s website, including the content contained in any website addresses or links included elsewhere in this proxy statement, are not incorporated into or deemed to be a part of this proxy statement.

Synaptics Incorporated, which is referred to in this proxy statement as Synaptics, designs and delivers AI-enabled edge solutions that bring AI closer to end users and transform how Synaptics engages with intelligent connected devices, whether at home, at work or on the move. Synaptics is a strategic partner for many global original equipment manufacturers, (“OEM”), offering custom silicon and software platforms for edge AI, wireless connectivity and human interface technologies.

Synaptics common stock is traded on Nasdaq under the symbol “SYNA.” Following the Merger, Synaptics common stock will be delisted from Nasdaq.

Synaptics’ principal executive offices are located at 1109 McKay Drive, San Jose, California 95131, and Synaptics’ telephone number is (408) 904-1100. Its corporate website address is www.synaptics.com. The contents of Synaptics’ website, including the content contained in any website addresses or links included elsewhere in this proxy statement, are not incorporated into or deemed to be a part of this proxy statement.

Additional information about Synaptics and its subsidiaries is included in documents incorporated by reference into this proxy statement. For a list of the documents that are incorporated by reference in this proxy statement, see the section titled “Where You Can Find More Information” beginning on page 122 of this proxy statement.

Sonic Acquisition Corp., which is referred to in this proxy statement as Merger Sub, is a Delaware corporation and a wholly owned subsidiary of onsemi. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub was formed in the State of Delaware on June 18, 2026. At the effective time, Merger Sub will merge with and into Synaptics, with Synaptics surviving the Merger as a wholly owned subsidiary of onsemi. The principal executive offices of Merger Sub are located at 5701 N Pima Rd, Scottsdale, Arizona 85250 and its telephone number is (602) 244-6600.

This proxy statement is being provided to Synaptics stockholders as part of a solicitation of proxies by the Synaptics board for use at the Special Meeting and at any adjournments or postponements of such Special Meeting. This proxy statement provides Synaptics stockholders with important information about the Special Meeting and should be read carefully in its entirety.

The Special Meeting will be a virtual meeting conducted exclusively via live webcast online at www.virtualshareholdermeeting.com/SYNA2026SM on [  ], Pacific Time (with log-in beginning at [  ], Pacific Time) on [  ], 2026. Synaptics stockholders will be able to attend the Special Meeting online and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/SYNA2026SM and entering the 16-digit control number included on the proxy card or voting instruction form the stockholder received. Because the Special Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

The Special Meeting is being held to consider and vote upon the following proposals:

At a meeting held on September 29, 2026, the Synaptics board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were fair to and in the best interests of Synaptics and its stockholders, (ii) approved and declared advisable the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that Synaptics stockholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iv) directed that the Merger Agreement be submitted to a vote of Synaptics stockholders for adoption at a duly held meeting of Synaptics stockholders for such purpose. The Synaptics board unanimously recommends that the Synaptics stockholders vote:

This proxy statement contains important information regarding these proposals and factors that Synaptics stockholders should consider when deciding how to cast their votes. Synaptics stockholders are encouraged to read carefully this proxy

statement in its entirety, including the annexes to this proxy statement and documents incorporated by reference into this proxy statement, for more detailed information regarding the Merger Agreement and the Merger.

On August 28, 2026, Synaptics’ directors and executive officers, as a group, beneficially owned and were entitled to vote 260,981 shares of Synaptics common stock, or approximately 0.66% of the issued and outstanding shares of Synaptics common stock. It is expected that all such individuals will vote in favor of each of the proposals to be presented at the Special Meeting.

Only Synaptics stockholders of record on the Synaptics record date, beneficial owners of Synaptics common stock on the Synaptics record date and holders of valid proxies for the Special Meeting may attend the virtual Special Meeting. A participating stockholder who logs on to the meeting using his, her or its unique 16-digit control number will also be able to examine the stockholder list during the Special Meeting by following the instructions provided on the meeting website.

The Synaptics board has fixed the close of business on [  ], 2026, as the Synaptics record date for the determination of the Synaptics stockholders entitled to receive notice of, and to vote at, the Special Meeting. The Synaptics stockholders of record on the Synaptics record date are the only Synaptics stockholders that are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting.

On the Synaptics record date, there were [  ] shares of Synaptics common stock issued and outstanding, held by [  ] holders of record. Each issued and outstanding share of Synaptics common stock entitles its holder of record to one vote at the Special Meeting.

A complete list of registered Synaptics stockholders entitled to vote at the Special Meeting will be available for inspection at Synaptics’s principal executive offices at 1109 McKay Drive San Jose, California 95131, during ordinary business hours, for a period of no less than ten days before the Special Meeting and will be available during the virtual Special Meeting at www.virtualshareholdermeeting.com/SYNA2026SM. If a Synaptics stockholder wants to inspect the stockholder list, such stockholder should call the Synaptics corporate secretary at (408) 904 -1100 to schedule an appointment or request access.

In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum at the Special Meeting requires the presence, in person (including virtually) or by proxy, of the holders of a majority of the voting power of the outstanding shares of Synaptics common stock entitled to vote at the Special Meeting. An abstention occurs when a stockholder is present for purposes of a quorum by virtually attending the Special Meeting and either does not vote or submits a ballot marked “abstain”. An abstention also occurs when a stockholder does not attend the meeting virtually and instead submits a proxy with an “abstain” instruction. Abstentions will be counted for purposes of determining whether there is a quorum at the Special Meeting.

Banks, brokers, nominees, and other record holders who hold shares of Synaptics common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to matters considered to be “non-routine.” The Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal are “non-routine” matters. Accordingly, if banks, brokers, nominees, trustees, or other record holders do not receive specific voting instructions from the beneficial owner of shares held in street name, they may not vote such shares with respect to these proposals. Because each of the proposals to be presented at the Special Meeting are “non-routine”, there will be no broker non-votes at the Special Meeting.

Synaptics stockholders are being asked to consider and vote on the Adjournment Proposal, a proposal that will give the Synaptics board authority to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting or if a quorum is not present at the Special Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to Synaptics stockholders. If the Adjournment Proposal is approved, the Special Meeting could be adjourned to any date or to multiple dates, as needed. Synaptics could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Synaptics stockholders who have previously voted against the Merger Proposal, and/or ensure a quorum is present at the Special Meeting.

No notice of the adjourned meeting is required to be given if the time and place, if any, (including the means of remote communication) of such adjourned meeting are (i) announced at the Special Meeting, or (ii) provided in any other manner permitted under the DGCL, provided however, if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting (which new record date may not be required), the notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the adjourned meeting. At any reconvened Special Meeting at which a quorum is present, (i) any business may be transacted that may have been transacted at the Special Meeting had a quorum been present and (ii) all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

The votes required for each proposal are as follows:

Synaptics stockholders of record and beneficial owners of Synaptics common stock on the Synaptics record date may vote their shares of Synaptics common stock by submitting a proxy, voting virtually online at the Special Meeting by following the instructions provided on the proxy card or voting instruction form received, or by phone by calling 1-800-690-6903 toll-free and following the recorded instructions until 11:59 PM Eastern Time or 8:59 PM Pacific Time on [  ], 2026. Synaptics recommends that Synaptics stockholders entitled to vote submit a proxy prior to the Special Meeting even if they plan to attend the virtual Special Meeting.

Synaptics stockholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the Special Meeting according to the choice specified, if any. Executed but uninstructed proxies (i.e., proxies that are properly signed, dated and returned but are not marked to tell the proxies how to vote) will be voted in accordance with the recommendations of the Synaptics board.

Synaptics stockholders of record may vote in one of the following ways:

Synaptics stockholders who hold their shares of Synaptics common stock beneficially in “street name” and wish to submit a proxy must provide instructions to the bank, broker or other nominee that holds their shares of record as to how to vote their shares with respect to the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. Most beneficial owners will have a choice of voting before the Special Meeting by proxy over the internet, by telephone or by using a voting instruction form. Each beneficial owner of Synaptics common stock should refer to the voting instruction form received to see what options are available and how to use them. However, attendance at the virtual Special Meeting will not, in and of itself, constitute a vote or a revocation of a prior proxy.

Brokers, banks and other nominees who hold shares of Synaptics common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to matters considered to be “non-routine.” The Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal are all “non-routine” matters. Therefore, banks, brokers, nominees, trustees or other record holders do not have discretionary authority to vote on any proposals at the Special Meeting. As a result, there will not be any broker non-votes at the Special Meeting.

Without stockholders’ instructions, shares held in “street name” will not be counted for purposes of determining whether there is a quorum at the Special Meeting, and will have the same effect as a vote “AGAINST” the Merger Proposal. Regardless of whether a quorum is present, those uninstructed shares held in “street name” where the stockholder is not present at the Special Meeting will have no effect on the Advisory Compensation Proposal or Adjournment Proposal. Thus, for shares of Synaptics common stock held in “street name,” only shares of Synaptics common stock affirmatively voted “FOR” the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Synaptics stockholders of record may revoke their proxies at any time before their shares of Synaptics common stock are voted at the Special Meeting in any of the following ways:

If a Synaptics stockholder holds shares through a bank, broker or other nominee, such stockholder may change or revoke his, her or its voting instructions before the Special Meeting by providing instructions again through the means specified on his, her or its voting instruction form (with most having the option to do so by internet, telephone or mail), which must be received before [  ] [a.m./p.m.], Pacific Time on [  ], 2026.

Voting results will be tabulated and certified by an individual designated by the Synaptics board to serve as inspector of election.

Synaptics will pay for the proxy solicitation costs related to the Special Meeting. In addition to sending and making available these materials, some of Synaptics’s directors, officers and other employees may solicit proxies by contacting Synaptics stockholders by telephone, by mail, by e-mail or online. Synaptics stockholders may also be solicited by,

among others, news releases issued by Synaptics and/or onsemi, postings on Synaptics’s or onsemi’s websites and social media accounts and advertisements in periodicals. None of Synaptics’s directors, officers or employees will receive any extra compensation for their solicitation services. Synaptics has also retained MacKenzie Partners as its proxy solicitor to assist in the solicitation of proxies. For these proxy solicitation services, MacKenzie Partners will receive a fee not to exceed $35,000, plus reasonable out-of-pocket expenses and fees for any additional services. Synaptics may also reimburse banks, brokers, and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of shares of Synaptics common stock and obtaining their proxies.

At this time, Synaptics knows of no other matters to be submitted at the Special Meeting other than those listed in the notice.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Special Meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of Special Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

For the Special Meeting, a number of brokers with accountholders who are Synaptics stockholders will be “householding” Synaptics’s Special Meeting materials. These brokers will deliver one copy of this proxy statement to stockholders that share an address, unless contrary instructions have been received from the affected stockholders. Once a broker notifies stockholders that the broker will be “householding” communications, “householding” will continue until the affected stockholders are notified otherwise or revoke their consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of Special Meeting materials, please notify your broker or Synaptics, Inc. Direct your written request to 1109 McKay Drive, San Jose, California 95131, Attn: Corporate Secretary, or call (408) 904 -1100.

Synaptics stockholders may contact Synaptics’s proxy solicitor with any questions about the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal or how to vote or to request additional copies of any materials at:

Synaptics stockholders should not return their stock certificates or send documents representing Synaptics common stock with the enclosed proxy card. If the Merger is completed, the exchange agent for the Merger will send to Synaptics stockholders of record a letter of transmittal and related materials and instructions for exchanging shares of Synaptics common stock for the Merger Consideration.

This proxy statement is being provided to holders of Synaptics common stock in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. This proxy statement constitutes a proxy statement of Synaptics under Section 14(a) of the Exchange Act. At the Special Meeting, Synaptics Incorporated will ask Synaptics stockholders to consider and vote on (i) the Merger Proposal, (ii) the Advisory Compensation Proposal and (iii) the Adjournment Proposal.

The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Synaptics, with Synaptics continuing as the Surviving Corporation and a wholly owned subsidiary of onsemi. The Merger will not be completed unless Synaptics stockholders adopt the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger. For additional information about the Merger, see the sections titled “The Merger Agreement – The Merger” and “The Merger Agreement – Merger Consideration” beginning on pages 83 and 84, respectively, of this proxy statement.

If the Merger is completed, each outstanding share of Synaptics common stock (other than the cancelled shares (as defined in the Merger Agreement) and dissenting shares) will be converted into the right to receive the Merger Consideration, without interest, subject to applicable tax withholding.

ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries, which operate under the onsemi brand, is referred to in this proxy statement as onsemi and was incorporated under the laws of the State of Delaware in 1992. onsemi is headquartered in Scottsdale, Arizona. onsemi delivers intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets.

The principal trading market for onsemi’s common stock (Nasdaq: ON) is the Nasdaq Stock Market LLC.

The principal executive offices of onsemi are located at 5701 N. Pima Road, Scottsdale, Arizona 85250. Its telephone number is (602) 244-6600 and its website is www.onsemi.com. Information contained in, or that can be accessed through, onsemi’s website does not constitute part of this proxy statement and, therefore, is not incorporated into this proxy statement by reference.

Synaptics Incorporated, which is referred to in this proxy statement as Synaptics, is a leading designer and developer of AI-enabled edge solutions and human interface technologies. Synaptics serves as a strategic partner for many global original equipment manufacturers, offering custom silicon and software platforms for edge AI, wireless connectivity and human interface technologies.

Synaptics is incorporated in Delaware. Synaptics’ principal executive offices are located at 1109 McKay Drive, San Jose, California 95131, and its telephone number is (408) 904-1100. Synaptics’ website address is www.synaptics.com. Information contained in, or that can be accessed through, Synaptics’ website does not constitute part of this proxy statement and, therefore, is not incorporated into this proxy statement by reference.

Synaptics’ common stock is listed on Nasdaq under the ticker symbol “SYNA.” Following the closing of the Merger, Synaptics common stock will be delisted from Nasdaq.

Additional information about Synaptics is included in documents incorporated by reference into this proxy statement. For a list of documents that are incorporated by reference in this proxy statement, see the section titled “Where You Can Find More Information” beginning on page 122 of this proxy statement.

Sonic Acquisition Corp., which is referred to in this proxy statement as Merger Sub, is a Delaware corporation and a wholly owned subsidiary of onsemi. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub was formed in the State of Delaware on June 18, 2026. At the effective time, Merger Sub will merge with and into Synaptics, with Synaptics surviving the Merger as a wholly owned subsidiary of onsemi. The principal executive offices of Merger Sub are located at 5701 N. Pima Road, Scottsdale, Arizona 85250, and its telephone number is (602) 244-6600.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time, each share of Synaptics common stock issued and outstanding immediately prior to the effective time (other than the cancelled shares and dissenting shares) in each case as described under “The Merger Agreement—Effect on Synaptics common stock” beginning on page 84 of this proxy statement) will be converted into the right to receive the Merger Consideration.

For a more detailed description of the Merger Consideration , and the treatment of Synaptics common stock in the Merger, see “The Merger Agreement—Merger Consideration” beginning on page 84 and “The Merger Agreement—Effect on Synaptics common stock” beginning on page 84 of this proxy statement.

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Synaptics, under the oversight of the Synaptics board and the special committee described below, and representatives of onsemi. The following is a summary of the material events leading up to the execution of the Merger Agreement, including the key meetings, negotiations, discussions and actions among Synaptics, onsemi and their respective boards of directors, senior management teams and advisors that preceded the public announcement of the Merger, as well as Synaptics’ discussions with other potential counterparties in connection with a potential strategic transaction. This summary does not purport to catalogue every conversation or interaction among representatives of Synaptics, onsemi and other parties.

The Synaptics board and Synaptics’ senior management regularly review, assess and evaluate Synaptics’ business, operations and financial performance, overall industry conditions and trends, long-term strategic plans and goals, including future growth opportunities and risks in light of business and economic conditions. As part of such ongoing reviews, assessments and evaluations, the Synaptics board and Synaptics’ senior management regularly discuss key drivers of value creation for Synaptics and its stockholders, and have from time to time considered various potential strategic opportunities, including the evaluation of potential opportunities for business combinations, acquisitions, divestitures, joint ventures and other financial and strategic alternatives for Synaptics. The Synaptics board and Synaptics’ senior management have also regularly reviewed the potential risks, uncertainties and benefits of Synaptics remaining an independent public company and pursuing its standalone plan, including, among other things, the substantial ongoing investment required in research and development, investments in go-to-market sales and distribution channels, strategic technology acquisitions, and equity-based talent retention programs, as well as execution risk and competitive pressures inherent in Synaptics’ strategic plan in an evolving semiconductor market, among other factors.

Over the past few years, in consultation with and at the direction of the Synaptics board, Synaptics’ management has, from time to time, engaged in discussions with representatives of other companies regarding such potential opportunities and updated the Synaptics board regarding such discussions in light of the Synaptics board’s prior assessments that Synaptics’ business and its stockholders would reasonably be expected to benefit from such potential opportunities given the nature of the semiconductor industry, the size of larger semiconductor companies relative to Synaptics and the inherent cyclicality of the semiconductor industry, as well as recent and potential future developments in the semiconductor industry.

In connection with such previous assessments and discussions, and consistent with their fiduciary duties, the Synaptics board and Synaptics’ senior management have explored potential business combinations in recent years to obtain, among other potential benefits to Synaptics’ business and its stockholders, the benefits of greater scale, none of which assessments and discussions resulted in Synaptics entering into a definitive agreement for consummating any business combination.

Beginning in February 2026, as described in greater detail below and following an unsolicited expression of interest in a strategic combination by a strategic bidder referred to in this proxy statement as “Party A,” the Synaptics board undertook a review of potential strategic alternatives, including the possibility that Synaptics remain a standalone public company, which review ultimately culminated in the execution of the Merger Agreement with onsemi.

On February 12, 2026, following initial business meetings with the chief executive officer of Party A at industry-related events in November 2025 and January 2026, Rahul Patel, President and Chief Executive Officer of Synaptics, again met with Party A’s chief executive officer, during which meeting Party A’s chief executive officer first expressed an interest in exploring an acquisition of Synaptics by Party A. Subsequently, Mr. Patel discussed Party A’s expression of interest with Nelson Chan, chair of the Synaptics board, and other members of Synaptics’ senior management. Based on, among other things, the Synaptics board’s prior assessments of the potential value to Synaptics’ business and its stockholders of a potential business combination and Mr. Patel having previously updated the Synaptics board at a regularly scheduled January 27, 2026, board meeting regarding his initial business meetings with Party A’s chief executive officer, Mr. Patel and Mr. Chan determined to pursue further preliminary engagement with Party A based on its initial expression of interest.

Further to this determination and given the material non-public information that might need to be shared by both Synaptics and Party A to further explore such interest, Synaptics and Party A promptly entered into a mutual non-disclosure agreement on February 21, 2026. This mutual non-disclosure agreement did not contain a standstill provision.

On February 25, 2026, the Synaptics board held a special meeting attended by representatives of Synaptics’ senior management, at which Mr. Patel updated the Synaptics board on the status of preliminary discussions with Party A and next steps for potential engagement, including a preliminary management meeting with Party A planned for early March 2026. The Synaptics board authorized Mr. Patel and other representatives of Synaptics to continue such discussions and requested that the Synaptics board receive periodic updates of such discussions. The Synaptics board then addressed the potential selection of a financial advisor in connection with a potential transaction and review of strategic alternatives, and discussed Qatalyst Partners LP’s (“Qatalyst Partners”) strong track record with Synaptics and in the semiconductor industry, and its reputation in comparable processes, and authorized Synaptics management to begin discussions with Qatalyst Partners relating to a possible engagement of Qatalyst Partners as Synaptics’ financial advisor.

On March 2, 2026, Synaptics and Party A conducted a management meeting in which representatives of management from both parties shared high-level information on their respective companies’ businesses, covering topics such as business overview, information on products, technologies, end-markets, organization, and financials. At the conclusion of this management meeting, Party A confirmed that it would assess its initial diligence and consider submitting a non-binding proposal to Synaptics, without confirming whether and when it would do so.

On March 13, 2026, Party A provided Synaptics with a non-binding written letter of interest proposing a potential acquisition of Synaptics by Party A for a mix of cash and stock consideration for $95 per share of Synaptics common stock, with 35% paid in cash and 65% paid in Party A’s publicly listed stock. Synaptics’ senior management provided a copy of the letter of interest to the Synaptics board.

Synaptics’ stock price closed at $73.87 on March 13, 2026. Party A’s March 13 proposal of $95 per share represented premiums of 29%, 19% and 35% to Synaptics’ one-day closing price, 90-day volume-weighted average price (“VWAP”) and last-twelve-month VWAP, respectively, and next-twelve-month revenue and price-to-earnings (“P/E”) multiples of approximately 3.6x and 20.0x, respectively.

Between March 13 and March 16, 2026, Mr. Patel, other members of Synaptics’ senior management and certain members of the Synaptics board, together with representatives of Qatalyst Partners, discussed the March 13 proposal and, informed by a preliminary analysis by Qatalyst Partners and Synaptics’ senior management, determined that the proposal significantly undervalued Synaptics.

On the morning of March 17, 2026, following this determination, Mr. Patel and Party A’s chief executive officer held a call to discuss Synaptics’ feedback on Party A’s March 13 proposal. During that call, Mr. Patel indicated that the proposed terms reflected in Party A’s letter of interest represented a challenging starting point for any continued engagement and that Party A would need to be more competitive in its valuation for Synaptics to consider further engagement with Party A. The parties discussed several matters bearing on valuation, including Party A’s suggestion of a 90-day VWAP methodology as a reference point for Party A’s and Synaptics’ share prices and Synaptics’ view that such methodology did not adequately reflect Synaptics’ near-term performance trajectory and the estimates of Synaptics’ equity research analyst community. Mr. Patel also indicated that, given the company-specific risks associated with Party A’s business and the resulting uncertainty as to the long-term value of Party A’s stock, Synaptics

would expect a greater cash consideration component to provide Synaptics stockholders with greater value certainty, and the parties discussed, among other things, Party A’s uncertainty regarding Synaptics’ growth expectations as well as potential top-line synergies from a combination. Party A indicated that its next steps would be discussed internally and with its board of directors.

On March 23, 2026, at the request of Party A’s chief executive officer, Mr. Patel held a follow-up call with Party A’s chief executive officer, during which Party A’s chief executive officer reiterated Party A’s view that a combination of Party A and Synaptics could create a compelling portfolio for customers, but continued to express uncertainty regarding Synaptics’ growth expectations. The parties also discussed the proposed consideration mix for a potential transaction with Party A, including seeking a higher cash component in any consideration package from Party A, potential stockholder perceptions of an acquisition, and Party A’s concern that a predominantly cash offer from Party A might prompt Synaptics to initiate a competitive bidding process that Party A might not wish to participate in. Party A ultimately expressed an interest in making an improved proposal to acquire Synaptics relative to its March 13 proposal, but suggested the parties schedule a follow-up meeting to better understand Synaptics’ future growth expectations and potential transaction synergies.

On March 26, 2026, Ken Rizvi, the now-former Senior Vice President and Chief Financial Officer of Synaptics, Satish Ganesan, Chief Strategy Officer of Synaptics, and Party A’s chief financial officer and head of corporate development discussed the benefits of a potential combination between the parties, including preliminary synergy analyses. On March 27, 2026, Party A’s chief executive officer confirmed to Mr. Patel that Party A was preparing a follow-up proposal based on the parties’ discussions.

On March 28, 2026, Mr. Patel and Party A’s chief executive officer spoke again by telephone, continuing to discuss Synaptics’ core engineering capabilities and the strategic merits of a combination, and Party A’s chief executive officer indicated an interest in reverting to Mr. Patel early the following week following internal alignment at Party A on a revised proposal.

On April 1, 2026, at the request of Party A’s chief executive officer, Mr. Patel and Party A’s chief executive officer held a further call regarding an updated transaction proposal that Party A intended to deliver to Synaptics, and Mr. Patel confirmed that he would share any updated proposal with the Synaptics board. Later that day, Party A delivered a revised non-binding letter of interest to Synaptics proposing to acquire Synaptics for a mix of cash and stock consideration for $102.50 per share of Synaptics common stock, with 45% paid in cash and 55% paid in Party A’s publicly listed stock. Synaptics’ senior management provided a copy of the updated letter of interest to the Synaptics board for review and consideration.

Synaptics’ stock price closed at $70.04 on March 31, 2026. Party A’s April 1 proposal of $102.50 per share represented premiums of 46%, 28% and 45% to Synaptics’ one-day closing price, 90-day VWAP and last-twelve-month VWAP, respectively, and next-twelve-month revenue and P/E multiples of approximately 3.9x and 21.6x, respectively.

On April 4, 2026, the Synaptics board held a special meeting attended by representatives of Synaptics’ senior management, representatives of Qatalyst Partners, and a representative of Baker & McKenzie LLP, Synaptics’ outside legal counsel (“Baker McKenzie”), which Synaptics had initially engaged promptly following Party A’s initial unsolicited expression of interest in a strategic transaction. At the meeting, the representative of Baker McKenzie reviewed and discussed legal and related process considerations with the Synaptics board, including an overview of Synaptics’ governance documents, its directors’ fiduciary duties and applicable Delaware law in evaluating a potential strategic transaction and Party A’s proposals. In addition, representatives of Qatalyst Partners and Synaptics’ senior management then reviewed and discussed an overview of the semiconductor market environment; various illustrative transaction statistics with respect to Party A’s proposals and varying cash/stock consideration mixes relative to Synaptics’ standalone business proposition; and certain potential strategic alternatives, including an overview of potential counterparties with perceived strategic fit that might be interested in, and capable of executing and consummating, a transaction that would maximize stockholder value.

In selecting potential outreach counterparties for the Synaptics board’s consideration and discussion, Synaptics’ management, in consultation with representatives of Qatalyst Partners, reviewed a broad list of potential acquirors and determined that Party A, together with onsemi and other potential strategic bidders referred to in this proxy statement as “Party B,” “Party C,” “Party D,” “Party E” and “Party F,” would be most likely to execute and consummate a transaction, if at all, that would maximize stockholder value while balancing the risk that contacting additional parties could result in leaks that would be disruptive and distracting to Synaptics, its business and management’s execution of its standalone strategy. Synaptics’ management, in consultation with Qatalyst Partners,

identified such counterparties based on, among other things, their capacity to consummate a transaction with Synaptics; whether such counterparty had expressed interest in the past in a potential transaction with Synaptics; the strategic rationale and potential for synergies and other combination benefits with respect to such counterparty; the extent to which a strategic transaction with such counterparty could reasonably be expected to present regulatory approval risk; and the fact that private equity-backed counterparties would be unlikely to offer greater value to Synaptics stockholders than strategic counterparties based on, among other things, customary financing terms and customary limitations on realizing, and conveying the value of, potential synergies through a business combination.

Following discussion, the Synaptics board determined to proceed with further discussions and negotiations with Party A and to authorize senior management and its representatives to contact the additional strategic counterparties for outreach as discussed with Qatalyst Partners and Synaptics’ senior management regarding potential alternative proposals. Further, the Synaptics board approved the formation of a special committee of the Synaptics board (the “special committee”), consisting of Nelson Chan (as chair), Keith Geeslin, and Venkatesh Nathamuni, to oversee and direct Synaptics’ review, negotiation and evaluation of potential strategic transactions, delegating broad authority to, among other things, review and evaluate proposals received, pursue and negotiate transaction terms, supervise process communications, review and approve financial projections for sharing with advisors and potential counterparties, and make recommendations to the full Synaptics board, while expressly reserving to the full Synaptics board the exclusive authority to approve or reject any potential transaction. The decision to form the special committee was for convenience and not the result of any actual or perceived conflict of interest of any member of the Synaptics board. The Synaptics board also formally approved the engagement of Qatalyst Partners as financial advisor to Synaptics. Synaptics selected Qatalyst Partners to act as financial advisor to Synaptics based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Synaptics and the industry in which it operates. Synaptics and Qatalyst Partners subsequently entered into a formal engagement letter on April 7, 2026, pursuant to which Qatalyst Partners was retained as Synaptics’ financial advisor in connection with the Synaptics board’s evaluation of potential strategic transactions.

On April 6, 2026, Mr. Patel and Party A’s chief executive officer held a call, during which Mr. Patel conveyed that the Synaptics board had not yet made a decision regarding Party A’s updated April 1 letter of interest and characterized the updated proposal as representing only a marginal increase over Party A’s prior proposal. Mr. Patel also informed Party A that Synaptics intended to finalize a Synaptics board-approved financial plan before further responding to Party A.

On April 6, 2026, and April 7, 2026, at the direction of the Synaptics board, representatives of Qatalyst Partners initiated outreach to onsemi and Parties B through F to solicit such counterparties’ interest in a potential acquisition of Synaptics.

On April 7, 2026, Mr. Rizvi held a call with Thad Trent, Chief Financial Officer of onsemi, informing him that Synaptics had received acquisition interest and encouraging onsemi to engage in consideration of a potential transaction.

On April 8, 2026, the special committee held a meeting, with members of Synaptics’ senior management and a representative of Baker McKenzie in attendance, and received an update on (i) the engagement of Qatalyst Partners as Synaptics’ financial advisor; (ii) the status of discussions with Party A; and (iii) the status of the outreach to other potential strategic counterparties, including onsemi. The special committee also discussed a preliminary proposed process timeline, including the management meeting schedule with various strategic counterparties, timing of a formal response to Party A, and target dates for receiving indications of interest, and a preliminary regulatory analysis of a potential transaction. The special committee deliberated and reached a consensus to proceed on the proposed timeline discussed in the meeting to maximize the opportunity for Synaptics to obtain competitive proposals by continuing to pursue an improved offer from Party A while continuing to engage with other potential strategic counterparties.

On April 10, 2026, Mr. Trent held a call with representatives of Qatalyst Partners to discuss Synaptics’ process and timeline for a potential transaction.

As part of the counterparty outreach process, Synaptics entered into mutual non-disclosure agreements with potential strategic bidders, including with Party B on April 10, 2026, with onsemi on April 13, 2026, with Party C on April 14, 2026, and with Party D on April 16, 2026. All non-disclosure agreements were negotiated with such counterparties and included a customary standstill provision, which included customary fall-away provisions, including in the event a definitive agreement for a business combination were to be executed by Synaptics. Neither Party E nor Party F ultimately entered into a non-disclosure agreement with Synaptics.

On April 13, 2026, the chief executive officer of Party F communicated to Mr. Patel that it had decided not to pursue a potential acquisition of Synaptics.

On April 15, 2026, Mr. Patel held a call with Party A’s chief executive officer, during which the parties discussed general business conditions and timing considerations related to quarterly financial results. Mr. Patel noted that Party A’s financial advisor would receive feedback from Qatalyst Partners the following week regarding Synaptics’ position regarding Party A’s proposals. The parties also discussed that Party A had formed a transaction committee at the board level and had developed preliminary diligence questions to support an efficient process if discussions continued to progress.

Also on April 15, 2026, the special committee held a special meeting, together with members of Synaptics’ senior management and representatives from Qatalyst Partners and Baker McKenzie, to review Synaptics’ standalone financial plan and projections, which are referred to in this proxy statement as the “Synaptics Management Projections” and summarized in the section titled “—Certain Unaudited Prospective Financial Information.” The Synaptics Management Projections had been developed by Synaptics management on the basis of, and as a further update to and development of, prior strategic planning by Synaptics management during the fourth quarter of 2025 and first quarter of 2026 to provide the Synaptics board and the special committee with a quantitative basis for assessing Synaptics’ value as an independent company and to inform negotiations with Party A and other potential counterparties.

At that meeting, Synaptics’ senior management presented and discussed the Synaptics Management Projections, including projected revenue growth from fiscal year 2026 through fiscal year 2032, segment growth expectations, margin expansion, and key assumptions and risks. The special committee questioned and discussed the projections’ assumptions, including revenue upside scenarios, customer concentration, product line treatment, post-fiscal year 2027 revenue stream risks, plan achievability, and potential cost reduction and pricing opportunities. Representatives of Qatalyst Partners also provided an update on the latest status on the outreach process and reviewed the key terms of Party A’s revised April 1, 2026, proposal and related valuation and premium metrics. Representatives of Qatalyst Partners discussed considerations relevant to a mixed cash and stock consideration structure, including value certainty versus upside participation, strategic fit, and the potential requirement for a Party A stockholder vote. Representatives of Qatalyst Partners presented preliminary financial analyses including standalone valuation and pro forma combined financials, valuation sensitivities at different price and consideration scenarios, potential collar structures to mitigate stock-price volatility, and precedent semiconductor transaction statistics.

The special committee discussed whether to continue pursuing Synaptics’ standalone plan as reflected in the Synaptics Management Projections versus further engagement with Party A and other strategic counterparties, weighing factors including value certainty, growth prospects, execution risks, valuation ranges, leverage implications, anticipated stockholder reaction, and process timing, in light of the Synaptics board’s objective to provide maximum value to Synaptics stockholders. In discussing whether to continue to pursue the standalone plan, the special committee considered the risks and uncertainties of remaining an independent company, including substantial ongoing investment required in research and development, investments in go-to-market sales and distribution channels, strategic technology acquisitions, equity-based talent retention programs and execution risk, and competitive pressures in Synaptics’ strategic plan.

Following discussion, the special committee approved the Synaptics Management Projections for use in connection with Synaptics’ strategic review process, including for use by Qatalyst Partners in connection with its financial analyses and opinion, and directed Synaptics’ senior management and advisors to distribute the Synaptics Management Projections to the full Synaptics board in advance of the Synaptics board’s scheduled April 17, 2026, special meeting.

Later on April 15, 2026, Synaptics held an in-person management meeting with Party B to discuss an overview of Synaptics, including products and technology capabilities, market opportunities, organization and operations, and financial projections.

On April 16, 2026, Mr. Trent held a call with Mr. Patel to discuss proposed topics and an agenda for the upcoming management meeting, as well as process considerations for a potential transaction.

On April 17, 2026, Synaptics held a virtual management meeting with Party C to discuss a similar overview of Synaptics.

Later on April 17, 2026, the Synaptics board held a special meeting at which Mr. Rizvi reviewed with the Synaptics board the special committee-approved Synaptics Management Projections. Synaptics’ senior management also updated

the Synaptics board on the status of outreach to additional strategic counterparties, including that a management meeting with Party B had been held on April 15, 2026, a management meeting with Party C had been held earlier that day, a management meeting with onsemi was scheduled for later that day, and a management meeting with Party D was in process of being scheduled. Synaptics’ senior management shared that Party F had indicated it would not pursue a potential transaction.

Also on April 17, 2026, representatives of Synaptics held an in-person management meeting with representatives of onsemi, together with representatives of Qatalyst Partners and representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), financial advisor to onsemi, to discuss a similar overview of Synaptics as with Party B and Party C. At the end of the meeting, onsemi requested, as part of its diligence review, a follow-up meeting to further discuss Synaptics’ Edge AI capabilities.

Later on April 17, 2026, the special committee held a special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance, and discussed the proposed approach to responding to Party A and the anticipated timeline for receiving competitive offers from other potential counterparties that had been contacted by representatives of Qatalyst Partners. At the special meeting, after discussion, the special committee directed Synaptics’ senior management and representatives of Qatalyst Partners to communicate to Party A on April 20, 2026, that Synaptics was prepared to consider a potential transaction at a headline price of $120 per share and that Synaptics remained interested in a higher cash portion in the proposed consideration mix. The special committee also directed Synaptics’ senior management and representatives of Qatalyst Partners to continue to engage with onsemi, Party B, Party C, Party D and Party E.

Also on April 17, 2026, representatives of Qatalyst Partners and Party B held a call to schedule a follow-up management meeting to discuss potential synergies and other matters raised by Party B during its diligence review.

On April 20, 2026, at the direction of the special committee, representatives of Qatalyst Partners delivered the counterproposal to representatives of Party A’s financial advisor, with a headline price of $120 per share and a higher cash portion in the proposed consideration mix, and indicated that Synaptics’ senior management was available to meet with Party A to provide an update on Synaptics’ standalone financial plan and to address additional business diligence requests.

On April 21, 2026, representatives of Qatalyst Partners and Party B held a call to discuss the timing of the overall process and the importance of a follow-up management meeting, which was scheduled for April 22, 2026. Also on April 21, 2026, representatives of Qatalyst Partners held separate calls with Party C to discuss the timing of the overall process and with Mr. Trent to discuss onsemi’s follow-up diligence requests and the timing of the overall process.

On April 22, 2026, the special committee held a special meeting, joined by members of Synaptics’ senior management, and discussed the overall status of the proposed offer from Party A and outreach to potential strategic counterparties. Mr. Patel further updated the committee on the status of outreach efforts and upcoming management meetings with potential counterparties. On the same day, Mr. Patel and the chief executive officer of Party A held a meeting to discuss Party A’s plans for next steps with respect to a proposed transaction.

Also on April 22, 2026, Synaptics held a follow-up management meeting with Party A to provide Party A with an updated management plan and additional information regarding Synaptics’ business. On the same day, Synaptics held a follow-up management meeting with Party B to discuss potential synergies and other matters raised by Party B during its diligence review. Also on the same day, Synaptics held a virtual management meeting with Party D to discuss a similar initial overview of Synaptics as with onsemi and Parties A through C.

On April 24, 2026, Synaptics and onsemi held a follow-up management meeting with representatives of Morgan Stanley and Qatalyst Partners in attendance, to address follow-up diligence requests raised by onsemi and to discuss various aspects of Synaptics’ business, including Synaptics’ artificial intelligence solutions. Later that day, representatives of Morgan Stanley and Qatalyst Partners discussed certain process considerations for a transaction, and the representative of Qatalyst Partners conveyed Synaptics’ desire to receive a proposal by the end of the month.

On April 27, 2026, at the direction of the Synaptics board, representatives of Qatalyst Partners followed up with Party E regarding its level of interest in pursuing a transaction. Party E informed representatives of Qatalyst Partners that, due to strategic fit concerns and the valuation reflected in Synaptics’ then-current stock price, it had decided not to pursue a potential acquisition of Synaptics.

On April 28, 2026, the Synaptics board held a regular meeting at Synaptics’ offices in San Jose, California, at which the strategic review process was discussed. At the meeting, Mr. Patel and Mr. Rizvi led a strategy session concerning the ongoing review of strategic alternatives with the Synaptics board and representatives of Qatalyst Partners participating. The Synaptics board discussed recent developments, valuation and market considerations, process updates, and related strategic alternatives. The discussion was for informational and deliberative purposes, and no specific further action was authorized by the Synaptics board.

On April 29, 2026, Party B informed Synaptics that, although it viewed Synaptics’ management presentation positively, Party B had decided not to pursue a potential acquisition of Synaptics.

Separately, on April 29, 2026, representatives of Qatalyst Partners spoke to representatives of onsemi and Morgan Stanley, during which discussion representatives of onsemi expressed interest in a potential transaction and indicated that it was in the process of reviewing diligence materials and performing its financial analysis; however, if onsemi were to submit a formal proposal, it would likely occur following Synaptics’ upcoming quarterly earnings announcement on May 7, 2026.

Later that day, representatives of Qatalyst Partners provided Synaptics with an update regarding the discussions with onsemi.

On April 30, 2026, Party C and Party D each informed representatives of Qatalyst Partners that they had elected not to pursue a potential transaction with Synaptics due to strategic fit concerns, which Qatalyst Partners subsequently communicated to Synaptics later that day.

On May 1, 2026, representatives of Qatalyst Partners delivered to Synaptics Qatalyst Partners’ relationship disclosure letter, which was subsequently provided to the Synaptics board and the special committee and did not disclose any issues of note.

On May 7, 2026, Synaptics reported third quarter fiscal 2026 results after market close. The following day, Synaptics’ stock price closed up 19% over its May 7 closing price.

On May 11, 2026, representatives of onsemi discussed with representatives of Qatalyst Partners the implications on a potential transaction of the recent movement in Synaptics’ stock price, which had risen considerably since commencement of the process. Representatives of onsemi indicated that it would keep Synaptics apprised of its interest, without committing to a specific timeline for submitting a proposal. Synaptics’ stock price closed at $126.55 on May 11, 2026, up 74% since April 1, 2026.

On May 13, 2026, representatives of Qatalyst Partners and representatives of Party A’s financial advisor spoke in a virtual meeting, where representatives of Party A’s financial advisor expressed concern about the significant rise in Synaptics’ stock price and communicated that Party A was continuing to have internal discussions to explore options for a potential transaction; however, representatives of Party A’s financial advisor made no commitment as to whether or when Party A would provide a response to Synaptics’ April 20, 2026, proposal.

On or about May 18, 2026, Mr. Trent contacted Mr. Patel and Hassane El-Khoury, the Chief Executive Officer and President of onsemi, to introduce the parties and to suggest a direct CEO-to-CEO discussion.

On or about May 19, 2026, Mr. Patel and Mr. El-Khoury spoke by telephone. During that call, Mr. El-Khoury informed Mr. Patel that onsemi was working toward a formal acquisition proposal. Mr. Patel and Mr. El-Khoury discussed the strategic rationale for a transaction and proposed deal structure, with Mr. Patel indicating that the Synaptics board’s preference was for all-cash consideration, but that the Synaptics board would evaluate the overall terms of any proposal based on what would maximize value for Synaptics’ stockholders. The parties also discussed potential synergies achievable through a combination and a possible post-closing operating model pursuant to which Synaptics would be maintained as a separate operating division within onsemi’s corporate structure.

Also on May 19, 2026, at the direction of Synaptics’ senior management, representatives of Qatalyst Partners called representatives of Party A’s financial advisor. Representatives of Party A’s financial advisor provided no update on whether or when Party A would provide a response to Synaptics’ April 20, 2026, proposal.

On May 27, 2026, Mr. El-Khoury contacted Mr. Patel to preview, and subsequently delivered to Mr. Patel, a non-binding written letter of interest proposing a potential acquisition of Synaptics by onsemi in an all-stock transaction with a fixed exchange ratio of 1.340 shares of onsemi common stock for each share of Synaptics common stock. Mr. El-Khoury noted that the onsemi board was not willing to consider a transaction that involved a meaningful cash

component. The proposal also included that Synaptics’ representation on the onsemi board should appropriately reflect the Synaptics stockholders’ pro forma ownership in the combined company and that the parties would work to develop appropriate employee retention plans. Mr. El-Khoury also attached a draft exclusivity agreement requesting a 28-day exclusivity period and materials discussing the strategic and financial rationale for a transaction between the parties. Mr. Patel and Mr. El-Khoury spoke again the next day, and Mr. Patel indicated that he would discuss onsemi’s letter of interest with the special committee.

On May 27, 2026, Synaptics’ stock price closed at $141.64, and onsemi’s stock price closed at $124.89. Based on onsemi’s closing price on May 27, 2026, its proposal implied a notional price per Synaptics share of $167.35, which represented premiums of 18%, 82% and 106% to Synaptics’ one-day closing price, 90-day VWAP and last-twelve-month VWAP, respectively, and next-twelve-month revenue and P/E multiples of approximately 5.9x and 32.2x, respectively.

On May 28, 2026, the special committee held a special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners in attendance. Mr. Patel provided an overview of his recent discussions with Mr. El-Khoury regarding a potential strategic transaction, including the delivery of a proposal by onsemi. Representatives of Qatalyst Partners reviewed the principal terms of onsemi’s proposal, including that the proposed exchange ratio was expected to result in Synaptics stockholders owning approximately 12% of onsemi following consummation of the transaction and would not require a stockholder vote of onsemi.

Representatives of Qatalyst Partners also discussed key considerations regarding an all-stock transaction structure including (i) the potential risks associated with stock price volatility of Synaptics stock and onsemi stock between signing and closing, (ii) how recently and over a long period of time, Synaptics and onsemi traded fairly consistently from a forward earnings multiple perspective, and (iii) the liquid nature of onsemi’s stock. Representatives of Qatalyst Partners also provided an update on recent interactions with representatives of Party A’s financial advisor, and noted that in light of the significant increase in Synaptics’ stock price, Party A had not made any commitment as to whether or when it would provide a response to Synaptics’ April 20, 2026 proposal.

The special committee discussed the strategic rationale for a transaction with onsemi, including onsemi’s recent efforts to improve profitability and margin profile, as well as potential synergies from a combination. The special committee also identified the overlap in the investor bases of Synaptics and onsemi and the implications of such overlap for investor reception and transaction execution. The special committee further discussed the form of consideration and considered whether to request a cash component or to ask for a higher exchange ratio.

Following discussion, the special committee determined to request a management presentation from onsemi to better understand onsemi’s transformation strategy and its plan for achieving the anticipated synergies, and discussed communicating to onsemi Synaptics’ willingness to move expeditiously and the potential to convene a meeting of the full Synaptics board to consider Synaptics’ response to the proposal. Mr. Patel requested approval from the special committee to bring in additional Synaptics team members to assist with fully populating a data room by early the following week. The special committee approved such request.

Later on May 28, 2026, Mr. Patel and Mr. El-Khoury spoke by telephone, during which they discussed, among other things, the special committee’s prior meeting, with Mr. Patel indicating that he would present onsemi’s proposal to the Synaptics board, and potential synergy opportunities that a transaction could provide. Mr. Patel also relayed the special committee’s request for a management presentation from onsemi to Synaptics, with the option for Synaptics’ special committee members to be in attendance. Mr. El-Khoury agreed to the request as well as participation by Synaptics’ special committee members. In a subsequent conversation later that day, Mr. El-Khoury expressed his preference for an interactive discussion format and noted that onsemi’s presentation would include financial data based only on publicly available estimates, including market analyst projections for onsemi’s future performance.

Also on May 28, 2026, at the direction of Synaptics’ senior management, representatives of Qatalyst Partners informed representatives of Party A’s financial advisor that Synaptics had received an acquisition proposal from another party. Representatives of Party A’s financial advisor provided no update on whether or when Party A would provide a response to Synaptics’ April 20, 2026, proposal.

On May 29, 2026, Synaptics and onsemi held a management meeting together with two of Synaptics’ special committee members and representatives of Qatalyst Partners and Morgan Stanley. The discussion covered an overview of onsemi’s business and strategic plan, including market analyst projections for onsemi’s future performance. In the presentation, onsemi senior management highlighted onsemi’s recent transformation, its product portfolio, market

opportunity in AI data centers, front-end and back-end manufacturing capabilities, channel reach, and gross margin roadmap. onsemi senior management and representatives of Synaptics and Qatalyst Partners also discussed market analyst estimates for onsemi. Synaptics management determined that such estimates were a reasonable representation of onsemi’s near-term financial performance, and onsemi senior management agreed with that assessment.

On May 31, 2026, the special committee held a special meeting, joined by representatives from Synaptics’ senior management, and representatives of Qatalyst Partners and Baker McKenzie. The special committee discussed, among other matters, seeking an improved exchange ratio, whether to seek a cash component to the consideration, the benefits and risks associated with a fixed exchange ratio, including whether to attempt to negotiate for a collar mechanism to protect against downside risk of changes in onsemi’s stock price between signing and closing, and the potential to defer such a negotiation until closer to the signing of any transaction. The special committee also reviewed collar mechanisms across precedent stock transactions, including the relative infrequency of such mechanisms as well as the limited downside protection typically provided by such mechanisms. The special committee also discussed the strategic rationale of a transaction, including potential synergies and certain financial metrics and considerations with respect to a transaction. Following this discussion, the special committee unanimously determined that seeking cash consideration from onsemi was unlikely to be productive and that seeking a higher absolute exchange ratio was more likely to maximize stockholder value than a collar mechanism.

Based on this determination, the special committee instructed Synaptics’ management and Qatalyst Partners to counter onsemi’s proposal with an exchange ratio of 1.450.

Later on May 31, 2026, the Synaptics board held a special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance. Representatives of Qatalyst Partners presented their preliminary financial analyses of onsemi’s offer, which had been circulated to the Synaptics board in advance of the meeting. The presentation included (i) an overview of onsemi’s May 27, 2026, proposal, including its proposed all-stock exchange ratio of 1.340, key terms relating to governance, proposed employee retention, anticipated regulatory approvals, and onsemi’s requested 28-day exclusivity period; (ii) a trading update for Synaptics, onsemi, and selected semiconductor peer groups since the initial Party A proposal on March 13, 2026, including relative stock price performances and exchange ratio trends; (iii) illustrative Synaptics valuation statistics at various exchange ratios, including implied premiums to current and historical trading prices and exchange ratios; (iv) benchmarking of onsemi’s proposal against selected precedent public semiconductor transactions; (v) preliminary perspectives on Synaptics’ standalone valuation; (vi) an overview of onsemi, including its revenue breakdown, trading performance, analyst price targets, and long-term financial targets; (vii) a preliminary pro forma combined company P&L analysis; and (viii) an illustrative pro forma earnings per share accretion/dilution analysis at various exchange ratios.

The Synaptics board discussed Qatalyst Partners’ preliminary financial analyses. The Synaptics board inquired about, among other things, potential headroom to negotiate a more favorable exchange ratio with onsemi, as well as the challenges inherent in executing an all-stock transaction in light of the significant recent run-up in stock prices across the semiconductor sector. Mr. Patel noted that Synaptics’ stock price had appreciated meaningfully over the preceding month and observed that the valuation implied by onsemi’s proposed exchange ratio appeared favorable to Synaptics stockholders. Mr. Patel further observed that the Synaptics stockholders would have the opportunity to participate in potential further upside through their ownership of onsemi stock in the combined entity. Representatives of Qatalyst Partners then discussed potential strategies for negotiating and seeking to improve upon the exchange ratio proposed by onsemi. The Synaptics board also discussed the risk that, in an all-stock transaction, the notional value of the consideration received by the Synaptics stockholders would be inherently tied to onsemi’s stock price, and the associated challenge of protecting against stock price volatility between signing and closing, including the infrequency and limited downside protection typically provided by collar mechanisms.

Following discussion, the Synaptics board unanimously authorized the special committee, in its sole discretion, to: (i) formulate, propose, and deliver to onsemi a counterproposal with respect to the exchange ratio or other terms of the proposed transaction on such terms and conditions as the special committee may determine to be advisable and in the best interests of Synaptics and its stockholders; and (ii) negotiate, approve, and cause Synaptics to enter into an exclusivity agreement with onsemi on such terms and for such duration as the special committee may determine to be advisable and in the best interests of Synaptics and its stockholders.

Later that day on May 31, 2026, Mr. Patel and Mr. El-Khoury had a series of phone calls, during which Mr. Patel conveyed Synaptics’ counterproposal requesting an exchange ratio of 1.450, intended to represent an approximately

28% premium to Synaptics’ 10-day VWAP, towards maximizing the value provided to Synaptics stockholders. Mr. El-Khoury reiterated the strategic rationale for a transaction and the strength of onsemi’s original offer and indicated that he would present Synaptics’ counterproposal to the onsemi board.

On June 1, 2026, Mr. El-Khoury called Mr. Patel and communicated that the best proposal onsemi could offer was an all-stock transaction with a fixed exchange ratio of 1.350 shares of onsemi common stock for each share of Synaptics common stock, which proposal was subsequently confirmed in writing in a non-binding proposal on June 2, 2026, and also included that Synaptics’ representation on the onsemi board should appropriately reflect the Synaptics stockholders’ pro forma ownership in the combined company, and reiterated the strategic rationale for a transaction. Mr. Patel also conveyed Synaptics’ general willingness to enter into a reasonable exclusivity period to finalize diligence and execute a definitive agreement to consummate the proposed transaction, noting that a virtual data room had been prepared. On June 1, 2026, Synaptics’ stock price closed at $134.93, and onsemi’s stock price closed at $120.92. Based on onsemi’s closing price on June 1, 2026, onsemi’s proposal implied a notional price per Synaptics share of $163.24, which represented premiums of 21%, 74% and 98% to Synaptics’ one-day closing price, 90-day VWAP and last-twelve-month VWAP, respectively, and next-twelve-month revenue and P/E multiples of approximately 5.7x and 31.4x, respectively.

Later on June 1, 2026, the special committee held a special meeting with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance. Mr. Patel updated the special committee on his recent communications with Mr. El-Khoury, including Mr. El-Khoury’s indication that the best proposal onsemi could offer was an all-stock transaction at a fixed exchange ratio of 1.350, and onsemi’s request for exclusivity. onsemi’s proposal reiterated that Synaptics’ representation on the onsemi board should appropriately reflect the Synaptics stockholders’ pro forma ownership in the combined company and that the parties would work to develop appropriate employee retention plans. Mr. Patel noted that he had also discussed with Mr. El-Khoury a potential cash and stock transaction to reduce value volatility to Synaptics stockholders resulting from changes in onsemi’s stock price, but that Mr. El-Khoury emphasized that onsemi was only prepared to offer stock consideration. Mr. Patel explained to the special committee his belief that Synaptics may be better served by moving into the confirmatory diligence stage at an exchange ratio of 1.350, with the opportunity to review the parties’ relative stock prices closer to signing. The special committee discussed the update and Mr. Patel’s views about potential responses on the mix of consideration and the length of the due diligence period. Representatives of Qatalyst Partners provided a preliminary financial analysis of the potential premium provided and possible strategies for achieving the best result for Synaptics and Synaptics stockholders in the sale process.

Following discussion and based on the prior negotiations and discussions between Synaptics and onsemi, the special committee approved (i) granting exclusivity to onsemi on the basis of the then-currently proposed 1.350 stock-for-stock exchange ratio, noting the possibility of further negotiating that ratio closer to the signing date, though potentially with reduced leverage due to entering into exclusivity, and (ii) a two-week exclusivity period, with an additional week of exclusivity at onsemi’s written notice, subject to onsemi continuing to pursue the proposed transaction in good faith.

On June 2, 2026, Mr. Patel conveyed to Mr. El-Khoury that Synaptics was willing to enter into exclusive negotiations with onsemi on the basis of the proposed exchange ratio of 1.350, discussed potential timing for announcing a potential transaction, and discussed next steps on confirmatory due diligence.

On June 2, 2026, Synaptics and onsemi entered into an exclusivity agreement (the “Exclusivity Agreement”), pursuant to which Synaptics agreed, among other things, that until June 18, 2026, at 11:59 p.m., Pacific Time (extendible by onsemi for one additional seven-day period upon written notice to Synaptics, so long as onsemi was continuing to pursue a proposed transaction in good faith), Synaptics would negotiate exclusively with onsemi with respect to a potential acquisition transaction, and that Synaptics would immediately cease any existing discussions or negotiations with any other party with respect to any acquisition proposal, which restrictions Synaptics viewed as reasonable in light of the other parties with which it had been in discussions electing not to submit further proposals and not unduly burdening Synaptics’ ability to negotiate a potential competitive offer, should one arise, in light of the relatively limited exclusivity period.

Also on June 2, 2026, at about the time that Synaptics and onsemi entered into the Exclusivity Agreement, Party A’s chief executive officer sent a text message to Mr. Patel inquiring only whether Mr. Patel was attending a certain

conference, with Mr. Patel responding only that he was in a different city attending a different conference at that time and making no reference to any acquisition proposal or any discussion or negotiation with Party A. At such time, Party A had not reached out or provided any update to Synaptics as to whether Party A was still considering a potential transaction.

Also on June 2, 2026, representatives of Baker McKenzie provided an initial draft Merger Agreement to representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), outside legal counsel to onsemi, and on June 3, 2026, virtual data room access was provided to onsemi and its representatives. Later that day on June 3, 2026, Synaptics received a confirmatory due diligence request list from onsemi. The parties entered into a customary “clean team” agreement on June 4, 2026, to facilitate the sharing of sensitive non-public information that would be appropriately segmented from the larger due diligence process, following which certain representatives of onsemi and its representatives obtained access to a clean team data room to facilitate diligence review.

Between June 2, 2026, through the signing of the Merger Agreement on June 25, 2026, representatives of Synaptics and onsemi, as well as Baker McKenzie and Skadden, negotiated the terms of the Merger Agreement and finalized the various schedules thereto, with the parties negotiating, among other things, the parties’ respective obligations to obtain regulatory approval for the Merger and the appropriate outside date, including the amount of the regulatory termination fee that would be payable by onsemi in the event regulatory approvals are not obtained (referred to in this proxy statement as the onsemi Regulatory Termination Fee), the termination fee payable by Synaptics in certain circumstances related to a change in recommendation or superior proposal (referred to in this proxy statement as the Synaptics Termination Fee) and customary “non-solicit” provisions restricting Synaptics from soliciting or encouraging alternative acquisition proposals, subject to customary fiduciary-out exceptions, in each case that would not unreasonably interfere with or financially burden Synaptics’ ability to enter into discussions regarding another superior transaction before receiving stockholder approval for the onsemi transaction, the scope of the interim operating covenants by which Synaptics would be bound between signing and closing and certain negotiated exceptions thereto, the treatment of employee equity awards and employee retention-related matters, closing certainty, and general retention programs for Synaptics employees to support business continuity through closing. The parties also negotiated the representation of former Synaptics stockholders on the onsemi board post-closing based on Synaptics’ stockholders estimated pro forma post-closing ownership of the combined company.

On June 5, 2026, Mr. Patel and Mr. El-Khoury met in person and discussed the overall transaction and potential signing timing, as well as the potential synergies and structural organization for the combined company.

From June 10, 2026, through June 19, 2026, Synaptics and onsemi also held a series of detailed due diligence sessions with respect to Synaptics, including with representatives of Morgan Stanley, J.P. Morgan Securities LLC (“J.P. Morgan”), financial advisor to onsemi, and Qatalyst Partners, covering technology, business and strategy, synergies, sales, operations, legal, accounting, finance, IT, marketing, human resources and tax matters.

On June 12 and June 13, 2026, following the parties’ management meetings, Mr. Patel and Mr. El-Khoury discussed next steps with respect to the proposed transaction, including arranging a discussion between the parties’ leadership teams around potential synergies, addressing open issues in the Merger Agreement, including with respect to deal certainty, regulatory commitments and the treatment of employee equity awards and employee retention-related matters, and coordinating communications planning.

On June 16, 2026, the special committee held a special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance. At the meeting, representatives of Qatalyst Partners provided an update on the due diligence process. A representative of Baker McKenzie also provided an update on the status of the Merger Agreement, including principal open issues in the Merger Agreement, and the current status of reverse due diligence of onsemi.

Representatives of Qatalyst Partners also provided an update on the recent trading performance of Synaptics and onsemi shares and reviewed the updated implied transaction economics of onsemi’s proposal. On June 15, 2026, Synaptics’ stock price closed at $140.23, and onsemi’s stock price closed at $125.90. Based on onsemi’s closing price on June 15, 2026, onsemi’s proposal implied a notional price per Synaptics share of $169.97, which represented premiums of 21%, 71% and 97% to Synaptics’ one-day closing price, 90-day VWAP and last-twelve-month VWAP, respectively, and next-twelve-month revenue and P/E multiples of approximately 5.9x and 32.5x, respectively.

The special committee also inquired as to whether there had been any further contact from Party A. Mr. Patel reported that the last contact occurred when he received a text message from Party A’s chief executive officer on June 2 as described above.

In addition, on June 16, 2026, Synaptics and onsemi held a reverse due diligence meeting with respect to onsemi with representatives of Morgan Stanley, J.P. Morgan and Qatalyst Partners. The meeting covered numerous matters related to onsemi, including its organization, strategic plan, recent transformation strategy, technology portfolio, business segments, manufacturing capabilities and strategies, and various financial matters, including inventory reserves, restructuring activities, gross margin expansion roadmap, cash flow profile, and market analyst estimates for onsemi’s future projected performance.

On June 17, 2026, pursuant to the terms of the Exclusivity Agreement, onsemi extended the exclusivity period for an additional seven-day period, until June 25, 2026, at 11:59 p.m., Pacific Time, by providing written notice to Synaptics.

On June 19, 2026, Synaptics and onsemi held a meeting with representatives of Morgan Stanley, J.P. Morgan and Qatalyst Partners to discuss potential synergies between the two companies and additional diligence questions from onsemi on Synaptics’ business. Discussions included the scope and magnitude of potential cost reductions across various operating expense categories and cost of goods sold, as well as an assessment of additional areas where the transaction could better address evolving customer requirements and deliver additional value to customers.

On June 21, 2026, the Synaptics board, with all members of the special committee in attendance, held a special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance, to review the status of negotiations with onsemi and Qatalyst Partners’ preliminary financial analyses of the proposed transaction based on updated Synaptics and onsemi share trading activity.

Later on June 21, 2026, following the Synaptics board meeting, Mr. Patel and Mr. El-Khoury spoke by phone regarding, among other things, the status of the proposed transaction, including communications planning in connection with the announcement of the proposed transaction, the assumptions underlying the anticipated synergies, and potential employee retention costs and their impact on anticipated synergies.

On the morning of June 25, 2026, the special committee and the Synaptics board held a joint special meeting, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance. At the meeting, Mr. Patel provided an update on final negotiations with onsemi. Representatives of Qatalyst Partners then presented updated financial analyses of the proposed transaction. On June 24, 2026, Synaptics’ stock price closed at $130.11, and onsemi’s stock price closed at $115.74. Based on onsemi’s closing price on June 24, 2026, onsemi’s proposal implied a notional price per Synaptics share of $156.25, which represented premiums of 20%, 53% and 78% to Synaptics’ one-day closing price, 90-day VWAP and last-twelve-month VWAP, and next-twelve-month revenue and P/E multiples of approximately 5.6x and 30.8x, respectively. At the conclusion of the presentation, Qatalyst Partners rendered to the Synaptics board its oral opinion, which was confirmed by delivery of a written opinion dated June 25, 2026, to the effect that, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, as of the date thereof, the exchange ratio to be received by the holders of shares of Synaptics common stock (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement (prior to the changes reflected in the October 1 amendments), was fair, from a financial point of view, to such holders. Prior to the meeting, representatives of Qatalyst Partners had provided Synaptics with a letter disclosing its relationships, if any, with onsemi and its majority-owned subsidiaries of which Qatalyst Partners were aware, which did not disclose any issues of note, and a copy of which was reviewed by representatives of Baker McKenzie and provided to the Synaptics board and the special committee prior to the meeting. Representatives of Baker McKenzie then reviewed the terms of the Merger Agreement and summarized key final developments, the amount of the onsemi Regulatory Termination Fee payable to Synaptics if onsemi fails to obtain required regulatory approvals, and the scope of the interim operating covenants by which Synaptics would be bound. Following these presentations, the special committee and the Synaptics board discussed the foregoing and other matters with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie.

Following such discussion, the special committee unanimously recommended that the Synaptics board approve the Merger Agreement and the transactions contemplated thereby.

After its own careful consideration and taking into account the recommendation of the special committee, the Synaptics board unanimously (i) authorized and approved the execution, the delivery and, subject to the receipt of the

Required Synaptics stockholder vote, performance of the Merger Agreement and the consummation of the Merger by the Company; (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders; (iii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iv) directed that the Merger Agreement be submitted to a vote of the Company’s stockholders, recommended that the Company’s stockholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger and resolved to include such Company board recommendation in the initial proxy statement.

Following the Synaptics board’s approval, and following the onsemi board’s earlier approval of the Merger and the Merger Agreement, on June 25, 2026, after the close of trading, the parties executed and delivered the Merger Agreement.

On the late afternoon of June 25, 2026, New York City time, after the close of trading on June 25, 2026, Synaptics and onsemi issued a joint press release announcing the execution of the Merger Agreement and the Merger.

Also on June 25, 2026, Qatalyst Partners sent a letter, on behalf of Synaptics, to Party A’s financial advisor, requesting that Party A return all non-public information that was previously furnished or made available to it and its representatives, and terminated all data room access previously granted to it, in accordance with the terms of the Merger Agreement. The representative from Party A’s financial advisor confirmed receipt of the letter.

On the morning of September 2, 2026, Party A’s chief executive officer sent an unsolicited text message to Mr. Patel stating that Party A would submit an unsolicited, non-binding acquisition proposal to Synaptics. Later during the morning of September 2, 2026, Synaptics received an unsolicited, non-binding acquisition proposal from Party A to acquire all of the issued and outstanding capital stock of Synaptics in a cash-and-stock transaction for consideration consisting of $55.00 per share in cash and a fixed number of shares of Party A common stock for each common share of Synaptics (the “Outside Proposal”), representing a total implied notional value of $118.15 per share based on the closing price of Party A common stock as of September 1, 2026. For comparison, based on the closing price for onsemi’s common stock on September 1, 2026, the Merger Agreement (prior to the October 1 amendments) implied a notional price per Synaptics share of $98.08. The Outside Proposal included (i) a letter summarizing the proposal, (ii) a draft of the proposed merger agreement to be entered into by Party A and Synaptics and (iii) both a bridge facility commitment letter and redacted fee letter from a nationally recognized financial institution for a proposed senior bridge loan facility to fund a portion of the proposed cash consideration.

Consummation of the Outside Proposal was conditioned on Party A obtaining approval of its stockholders for issuance of the proposed share consideration under applicable stock exchange rules, as well as obtaining required regulatory approvals, including under the HSR Act, which approval had already been obtained for the Merger with onsemi. The Outside Proposal also indicated that Party A would fund payment of the $235 million company termination fee payable to onsemi by Synaptics in connection with termination of the Merger Agreement by Synaptics to enter into a definitive agreement with Party A, subject to such fee being refunded to Party A in certain circumstances, including among others in the event Synaptics terminated the Party A merger agreement in connection with a “company superior proposal” as defined therein and in the event of termination by Party A for breach by Synaptics resulting in the failure of applicable Party A merger agreement conditions, resulting in an aggregate termination payment of $435 million in such circumstances. The Outside Proposal otherwise contemplated a termination fee of $200 million payable by Synaptics on terms substantially comparable to those for the Synaptics Termination Fee under the Merger Agreement and a regulatory termination fee of $320 million payable to Synaptics under substantially similar circumstances as the onsemi Regulatory Termination Fee under the Merger Agreement. Moreover, the draft initial Party A merger agreement mirrored the terms and conditions under which the Party A board could change its recommendation with respect to its proposed merger with the terms and conditions applicable to Synaptics, which were substantially similar to the terms of the Merger Agreement, except that Party A could not terminate its merger agreement to concurrently enter into a definitive agreement for an alternative superior proposal. The Outside Proposal stated that the proposed transaction would not be subject to a financing contingency. The Outside Proposal and documentation were promptly provided to onsemi in accordance with the terms of the Merger Agreement.

On September 2, 2026, Mr. Patel called Mr. El-Khoury and informed him that Synaptics had received the Outside Proposal. In response to Mr. El-Khoury requesting an initial view from Mr. Patel on the Outside Proposal, Mr. Patel indicated that the Synaptics board would need to consider the Outside Proposal in light of its fiduciary duties and the terms of the Merger Agreement.

On September 3, 2026, representatives of Synaptics spoke with representatives of onsemi regarding the Outside Proposal, with the onsemi representatives offering their views on the benefits of the Merger (prior to the October 1 amendments) including with respect to its relative closing certainty and the significant progress the parties had made towards satisfaction of the applicable closing conditions in the Merger Agreement.

On September 4, 2026, representatives from Qatalyst Partners spoke with representatives from Morgan Stanley, with the representatives confirming that Synaptics and onsemi were each working to assess the Outside Proposal.

On September 5, 2026, the chief executive officer of Party A reached out to Mr. Patel via text message to ask if Synaptics had any clarifying questions regarding the Outside Proposal. Mr. Patel responded by confirming that he would revert to Party A’s chief executive officer as needed and appropriate in light of Synaptics’ obligations under the Original Merger Agreement.

On September 7, 2026, the Synaptics board and members of Synaptics’ senior management, with representatives of Qatalyst Partners and Baker McKenzie in attendance, held a meeting to discuss the Outside Proposal. Representatives of Baker McKenzie reviewed with the Synaptics board the legal framework applicable to the Synaptics board’s consideration of the Outside Proposal. At the meeting, representatives of Qatalyst Partners provided an overview of and certain financial analyses regarding the Outside Proposal, reviewed the relative trading performance of, Synaptics, onsemi, Party A and the broader semiconductor industry since the announcement of the Merger, and discussed the cash/stock consideration mix contemplated by the Outside Proposal relative to the all-stock consideration under the Merger (prior to the October 1 amendments), as well as the anticipated timing to complete a transaction pursuant to the Outside Proposal, which was expected to be longer than the anticipated remaining timing to complete the Merger in light of significant progress made by onsemi and Synaptics towards satisfaction of the applicable covenants and closing conditions. Based on the closing price of Party A common stock as of September 4, 2026, the Outside Proposal implied a notional value of approximately $120.55 per share of Synaptics common stock. Based on the closing price of onsemi common stock as of the same date, the Merger (prior to the October 1 amendments) implied a notional value of approximately $100.41. Representatives of Qatalyst Partners did not render, and were not requested to render, any opinion at the meeting. At that meeting, following the foregoing consultation with Qatalyst Partners and Baker McKenzie, and after considering all factors it deemed relevant and in accordance with the terms of the Merger Agreement, the Synaptics board determined that the Outside Proposal would reasonably be expected to lead to a “Superior Proposal” as defined under the Merger Agreement. The Synaptics board did not determine at such time that the Outside Proposal was a “Superior Proposal” as defined under the Merger Agreement nor did the Synaptics board effect a change in its board recommendation. The Synaptics board then directed Synaptics’ senior management to negotiate a confidentiality agreement with Party A and to engage in discussions with Party A with respect to the Outside Proposal, in accordance with the terms of the Merger Agreement. The Synaptics board also confirmed the continuing mandate of the special committee to oversee and direct Synaptics’ review, negotiation and evaluation of potential strategic transactions, including the Outside Proposal, as previously authorized, including in light of Synaptics’ obligations under the Merger Agreement.

Following the Synaptics board meeting and later on September 7, 2026, Synaptics notified onsemi of the Synaptics board’s determination with respect to the Outside Proposal and Synaptics’ intent to engage in negotiations and discussions with Party A, and to furnish non-public information subject to a confidentiality agreement in accordance with the Merger Agreement.

Also following the Synaptics board meeting, later on September 7, 2026, Mr. Patel held a call with Mr. El-Khoury. They discussed financial terms of the Merger (prior to the October 1 amendments) and the potential for onsemi to propose revisions to the Merger Agreement, though Mr. El-Khoury did not indicate at such time whether onsemi would submit any such revisions. They also discussed the importance to Synaptics of value certainty.

After the call with Mr. El-Khoury, Mr. Patel telephoned Party A’s chief executive officer to convey the Synaptics board’s determination and arrange for prompt engagement and commencing negotiations of the Outside Proposal for consideration by the Synaptics board. Mr. Patel conveyed that Synaptics and its advisors would need to conduct reverse due diligence of Party A in light of the significant share consideration reflected in the Outside Proposal.

Also following the Synaptics board meeting, on September 7, 2026, representatives from Qatalyst Partners held a call with representatives from Morgan Stanley to convey the Synaptics board’s determination. Qatalyst Partners and Morgan Stanley also discussed financial metrics comparing the Merger (prior to the October 1 amendments) and the Outside Proposal, and the possibility of altering the onsemi merger consideration to include cash was raised by Qatalyst Partners, though no specific proposal was made by Qatalyst Partners or made by Morgan Stanley. Additionally,

following their call with Morgan Stanley, on September 7, 2026, representatives from Qatalyst Partners held a call with representatives from Party A’s financial advisor regarding next steps in engagement once a mutual non-disclosure agreement was entered into with Party A in accordance with the Merger Agreement, with Qatalyst Partners stressing the importance of deal certainty and value certainty in the Board’s consideration of the Outside Proposal, though no specific proposal was made by Qatalyst Partners or offered by Party A’s financial advisor.

Also following the Synaptics board meeting, on September 7, 2026, representatives from Baker McKenzie sent a draft confidentiality agreement to Party A’s outside legal counsel.

On September 8, 2026, Synaptics and Party A negotiated and entered into a mutual non-disclosure agreement and customary clean team agreement in accordance with the Merger Agreement, which agreement superseded the prior February 21, 2026 mutual non-disclosure agreement between Synaptics and Party A and did not contain a standstill provision.

Also during the morning of September 8, 2026, Mr. El-Khoury called Mr. Patel to inquire where things stood with respect to Party A and requested an opportunity to present onsemi’s investor day presentation materials to the special committee and key Synaptics representatives and advisors in advance of such investor day, which was scheduled for September 16, 2026.

Later during the day on September 8, 2026, representatives from Baker McKenzie sent a list of key issues with respect to the initial draft of the proposed merger agreement from Party A to its outside legal counsel. Key requests identified in the issues list included, among others, Synaptics’ requirements for (i) an increase in the number of former Synaptics directors on the combined company board from two to three, in proportion with the pro forma ownership of Synaptics stockholders post-closing; (ii) a “parent no vote” termination fee of 1% of equity value in the event that Party A stockholders did not approve issuance of Party A shares in the proposed Party A merger; (iii) deletion of the obligation that Synaptics refund Party A’s payment of the onsemi company termination fee and a proposal to have reciprocal fees of $235 million as the company termination fee and parent termination fee; (iv) structuring the Party A merger as a tax-free reorganization; (v) a requirement that any breach of Synaptics’ covenants to assist in Party A’s debt financing require such breach be material and intentional and primarily cause a financing failure; (vi) substantially reciprocal representations and warranties between Party A and Synaptics, and increased flexibility for Synaptics retention, severance and equity grant operations pre-closing; and (vii) certain covenants being subject to a “reasonable best efforts” standard to strengthen closing certainty. Synaptics, Party A, and their respective legal counsel continued to negotiate the terms of Party A’s proposed merger agreement from this date through September 19, 2026.

On September 9, 2026, Party A and its representatives received access to Synaptics’ virtual data room containing due diligence materials substantially similar to the one provided to onsemi. All newly provided diligence information furnished by Synaptics to Party A and its representatives via the virtual data room, was promptly shared with onsemi and representatives of onsemi in accordance with the terms of the Merger Agreement.

On September 9, 2026, Synaptics and Party A held a reverse due diligence meeting with respect to Party A attended by representatives from the management of both parties and representatives of Party A’s financial advisor, and representatives of Qatalyst Partners. During such meeting, Party A’s management provided an update on its business, and the meeting covered numerous matters related to Party A, including its long-range financial plans, customer base and operations, as well as the Outside Proposal.

Generally between September 9, 2026 through September 24, 2026, Synaptics and its advisors engaged in customary reverse due diligence with respect to Party A covering a range of customary subjects, which included among others Party A’s financing plans. Party A established a virtual data room, which it made available to Synaptics and its advisors beginning on September 10. During this period, Synaptics requested due diligence materials and information, and received diligence responses from, Party A.

On September 11, 2026, representatives from Baker McKenzie sent to representatives of Party A a revised draft of Party A’s merger agreement that proposed, among other things, more extensive pre-closing covenants for Party A, including with respect to its obligations to obtain financing for the transaction.

On September 12, 2026, representatives from onsemi management provided representatives from Synaptics and Qatalyst Partners a preview of onsemi’s then-upcoming investor day presentation which was scheduled for September 16, 2026.

Also on September 12, 2026, Mr. Patel held a call with Party A’s chief executive officer, during which they discussed certain timing considerations for the Outside Proposal, merger consideration composition, deal value, the terms of the proposed merger agreement, and general business updates. Party A’s chief executive officer expressed openness to adding more cash consideration in response to Synaptics’ negotiating requests without offering a specific proposal. Party A’s chief executive officer volunteered to discuss possible future plans for Mr. Patel, which Mr. Patel declined without engaging in any such discussions.

On September 14, 2026, representatives from Synaptics held a due diligence session with members of Party A’s management team and accounting advisor. Their discussion included questions and answers on topics including commercial and product matters, Synaptics’ financial statements, cybersecurity and data privacy, operational and technology matters and tax matters.

During the evening, on September 14, 2026, representatives from Baker McKenzie received a mark-up of the initial draft merger agreement from Party A’s outside legal counsel and then provided notice and a copy of the same to onsemi and its outside legal counsel later that evening.

During the morning on the following day, September 15, 2026, Mr. Patel held a call with Party A’s chief executive officer, during which they discussed the mark-up of the merger agreement draft recently received by Synaptics, including its proposed termination fee structure, with Mr. Patel discussing a potential bifurcation of the Synaptics termination fee as between an onsemi acquisition proposal under the merger agreement incurring a larger termination fee and one from any third party incurring a lower fee (in all cases with a refund of $235 million to Party A for its payment of the Synaptics Termination Fee under the Merger Agreement in specified circumstances), the reciprocity of the parties’ covenants and certain pre-closing covenants, as well as timing and deal dynamic considerations.

During the early afternoon of September 15, 2026, representatives of Baker McKenzie similarly shared with Party A’s outside counsel a mark-up of Party A’s debt commitment letter and promptly sent a copy to onsemi and Skadden shortly thereafter.

Following receipt of Party A’s outside legal counsel’s revised mark-up of the draft merger agreement, on September 15, 2026, representatives from each of Baker McKenzie and Party A’s outside legal counsel met to discuss Synaptics’ concerns regarding such mark-up, including the number of former Synaptics directors seated on the combined company’s board of directors, interim operating covenants binding each of the parties, the proposed bifurcated termination fee structure and certain pre-closing covenants.

Also on September 15, 2026, Mr. Patel held a call and discussed with Party A’s chief executive officer Synaptics’ focus on closing certainty, including related issues under Party A’s proposed merger agreement.

On September 16, 2026, representatives of Qatalyst Partners delivered to Synaptics an updated relationship disclosure letter, which was subsequently provided to the Synaptics board and the special committee and did not disclose any issues of note.

On September 16, 2026, Lisa Bodensteiner, Senior Vice President, Chief Legal Officer and Secretary of Synaptics, held a meeting with her counterpart at Party A, regarding certain pre-closing covenants in the Party A draft merger agreement and employee-related interim operating covenants.

Also on September 16, 2026, representatives from Qatalyst Partners held a call with counterparts from Party A’s financial advisor. The participants discussed potential transaction timing, and the Qatalyst Partners team advocated for additional cash consideration to be included in a revised Outside Proposal.

During the afternoon of September 16, 2026, onsemi held its investor day presentation. Also on September 16, 2026, representatives of Baker McKenzie sent revisions to certain schedules to the draft merger agreement.

On September 17, 2026, representatives of Baker McKenzie sent to Party A’s outside legal counsel a revised draft merger agreement, with Baker McKenzie providing a notice and copy to onsemi and Skadden shortly thereafter, and certain changes to Synaptics’ pre-closing covenants.

Also on September 17, 2026, the special committee held a meeting, which was attended by representatives from Baker McKenzie and Qatalyst Partners. Qatalyst Partners presented a further update regarding negotiations with the parties and financial analysis, including an update of recent stock price performance for Synaptics, Party A, onsemi and the broader semiconductor industry as well as the implied statistics of the Merger (prior to the October 1 amendments) and the Outside Proposal. Based on onsemi’s closing price on September 16, 2026, the Merger Agreement implied a

notional price per Synaptics share of approximately $89.91, compared to the Outside Proposal, which implied a notional value of approximately $123.32 per share of Synaptics common stock based on the closing price of Party A common stock as of the same date. Qatalyst Partners also provided a comparison of Party A’s management plan against analyst consensus estimates, with discussion about certain risks to Party A’s future stock price. Also during the meeting, representatives from Baker McKenzie provided an update on discussions with Party A’s outside legal counsel with respect to the proposed merger agreement drafts and negotiations on key legal points.

Also on September 17, 2026, Mr. Patel had a call with Party A’s chief executive officer regarding the transaction process and key topics with respect to the proposed merger agreement.

Also on September 17, 2026, representatives of Synaptics and Qatalyst Partners held a virtual meeting with representatives of Party A and its financial advisor to discuss reverse due diligence questions from Synaptics management regarding Party A’s financial forecast and other business topics, including a comparison of Party A’s management plan versus analyst projections.

Additionally on September 17, 2026, following onsemi’s investor day, representatives from Qatalyst Partners spoke with representatives from Morgan Stanley regarding the status of the Outside Proposal and whether onsemi expected to make a counterproposal, with representatives of Morgan Stanley not confirming whether onsemi intended to do so but indicating onsemi would respond following an initial superior proposal determination by the Synaptics board, should one occur.

On September 18, 2026, Mr. Patel spoke again with Party A’s chief executive officer. Party A’s chief executive officer orally conveyed an updated merger consideration proposal of $57.50 in cash and a revised fixed number of shares of Party A’s common stock per share of Synaptics common stock, representing a total implied notional value of $124.91 per share based on the closing price of Party A common stock as of September 17, 2026, increasing the cash component of merger consideration relative to the initial Outside Proposal while largely keeping the overall notional value unchanged. For comparison, based on onsemi’s closing price on September 17, 2026, the Merger Agreement (prior to the October 1 amendments) implied a notional price per Synaptics share of $92.21.

Later that day, September 18, 2026, representatives from Party A’s outside legal counsel circulated to Baker McKenzie a revised mark-up of the draft merger agreement, which Synaptics provided to onsemi shortly thereafter, which draft reflected the revised Outside Proposal communicated by Party A’s chief executive officer to Mr. Patel. Party A’s outside legal counsel described the mark-up of the draft merger agreement as a “final proposed version,” with Party A prepared to sign and proceed on the basis of the documents, subject to final approval of the boards of both companies and Synaptics’ ability to proceed under the terms of the Merger Agreement. This new mark-up of the draft merger agreement, among other things, amended the termination fee structure to include a $235 million termination fee payable by Synaptics if the merger agreement were terminated in connection with any onsemi acquisition proposals, but otherwise $150 million for acquisition proposals from other parties (but in each case, also refunding the Synaptics termination fee paid by Party A on behalf of Synaptics), resulting in an aggregate effective termination payment of $385 million, and included compromises on the interim operating covenants binding each side. The new draft also included certain pre-closing covenants which raised concerns regarding deal certainty, and continued to provide for appointment of two former Synaptics directors for the combined company. On September 19, 2026, and through the morning of September 20, 2026, Baker McKenzie and Party A’s outside legal counsel continued discussing the draft merger agreement and related transaction documents, with Party A’s outside legal counsel providing by the morning of September 20, 2026 an updated draft merger agreement and related parent and company disclosure schedules, as well as bridge financing commitment and fee letter. Synaptics provided the updated drafts of the merger agreement, disclosure schedules, bridge financing commitment, and fee letter to onsemi shortly thereafter.

On September 19, 2026, Mr. Patel and the chief executive officer of Party A held a call to discuss key remaining open issues based on Party A’s latest draft merger agreement. The Party A chief executive officer relayed the chief executive officer’s belief that the Outside Proposal, as negotiated, was clearly superior to the Merger (prior to the October 1 amendments).

On the morning of September 20, 2026, the Synaptics board and the special committee convened a joint special meeting to consider the updated Outside Proposal, with representatives from Qatalyst Partners and Baker McKenzie present. Representatives from Qatalyst Partners presented on and discussed the market and trading environment as well as an overview of the financial plans and comparative valuations of the Merger (prior to the October 1 amendments) and the Outside Proposal, as negotiated. The Qatalyst Partners representatives noted that the Merger (prior to the October 1 amendments) implied a notional value of approximately $94.47 per share of Synaptics common stock as of

September 18, 2026, compared to the revised Outside Proposal, which implied a notional value of approximately $124.04 per share of Synaptics common stock as of the same date, representing a premium of approximately 31% over the then-current notional value of the Merger (prior to the October 1 amendments). Following the negotiation of the stock-cash mix of merger consideration under the Outside Proposal, the Outside Proposal included a mix of approximately 46% cash and 54% stock, with 2 reserved seats on the combined company board for former Synaptics directors. The Merger (prior to the October 1 amendments) represented approximately 12% pro forma ownership in the combined company, with 1 board seat. The attendees discussed a number of key metrics relating to execution certainty, including that a transaction with Party A would require a Party A stockholder vote, and that HSR approval had already been received for the Merger with onsemi. Representatives of Qatalyst Partners also reviewed various valuation analyses comparing the revised Outside Proposal and the Merger (prior to the October 1 amendments). Representatives of Qatalyst Partners did not render, and were not requested to render, any opinion at the meeting.

In addition, representatives from Baker McKenzie summarized the board’s fiduciary duties, Synaptics’ governance documents, the Merger Agreement (prior to the October 1 amendments), the Outside Proposal and other relevant legal considerations, including the definition of “Superior Proposal”, as well as findings from the parties’ due diligence processes, and the key terms of the Outside Proposal, as negotiated. Updates regarding negotiated resolutions for key legal issues were discussed, including that Party A agreed to pay Synaptics a 1% equity value “parent no vote” fee payable in the event that the required Party A stockholder vote failed; changes to certain pre-closing covenants; a bifurcated termination fee structure whereby Synaptics would pay to Party A (i) a refund of the Synaptics Termination Fee paid under the Merger Agreement in the amount of $235 million plus $150 million for terminating the proposed merger agreement for a bidder other than onsemi, resulting in an aggregate effective termination payment of $385 million, or (ii) in the event of an onsemi re-bid, a total of $470 million, consisting of $235 million for the Synaptics Termination Fee refund and an additional $235 million termination fee; customary reciprocal representations and warranties under the proposed merger agreement as well as certain changes to interim operating restrictions binding Synaptics. The illustrative timelines for each transaction were also laid out by the Baker McKenzie team, which noted that the HSR waiting period for the Merger had already expired (which would still be required for the proposed Party A merger to close).

Based on the terms proposed, including what the Synaptics board and the special committee viewed as significant lack of deal certainty based on certain pre-closing covenants as compared to the proposed Merger with onsemi, the Synaptics board and the special committee concluded that they could not determine that the revised Outside Proposal was reasonably likely to be consummated on the terms proposed if accepted and thus could not determine that the Outside Proposal, as revised, was in fact a “Superior Proposal” as defined under the Merger Agreement. The Synaptics board and the special committee directed Synaptics’ management and advisors to continue negotiations with Party A to address such deal uncertainty in Party A’s proposal.

Following the meeting on September 20, 2026, Mr. Patel and the Party A chief executive officer spoke, during which conversation Mr. Patel conveyed that the initial board reaction was that a superior proposal determination seemed unlikely based on the terms proposed and the resulting deal uncertainty. The representatives from Qatalyst Partners and Baker McKenzie also conveyed this message to their counterparts at Party A’s financial advisor and outside legal counsel, respectively.

Subsequent to these discussions, later on September 20, 2026, Party A’s outside legal counsel sent revised terms to Baker McKenzie intended to address the Synaptics board’s deal certainty concerns.

Later that day, during the evening of September 20, 2026, the Synaptics board and the special committee convened a joint special meeting to consider the updated proposal from Party A, with representatives from Qatalyst Partners and Baker McKenzie present. In light of certain concessions accepted by Party A, the Synaptics board and the special committee considered the updated Outside Proposal as well as the input from Qatalyst Partners and Baker McKenzie discussed at the joint board and special committee meeting earlier that day. The special committee then unanimously recommended that the Synaptics board (i) determine that the Outside Proposal, as revised, constituted a Superior Proposal pursuant to the terms of the Merger Agreement, (ii) determine that the failure of the Synaptics board to authorize termination of the Merger Agreement to concurrently enter into the proposed Party A merger agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable legal requirements, (iii) authorize delivery of a superior proposal notice, pursuant to the terms of the Merger Agreement, and (iv) otherwise direct compliance with the relevant provisions of the Merger Agreement. On the recommendation of the special

committee, the Synaptics board unanimously determined that the Outside Proposal, as negotiated, constituted a Superior Proposal under the terms of the Merger Agreement and authorized issuance of a superior proposal notice under the terms of the Merger Agreement, triggering a notice and negotiation period with onsemi under the terms of the Merger Agreement.

Promptly following the Synaptics’ board’s determination, Mr. Patel informed Party A’s chief executive officer that the Synaptics Board had made the Superior Proposal determination.

Mr. Patel had also sent Mr. El-Khoury a text message shortly after the Synaptics’ board’s determination to set up a phone discussion between them. Later that evening, the two chief executive officers spoke, with Mr. Patel informing Mr. El-Khoury of the Synaptics board’s Superior Proposal determination.

Additionally, shortly after the later board meeting on September 20, 2026, representatives from Qatalyst Partners spoke with their counterparts at both Party A’s financial advisor and Morgan Stanley to provide a similar update.

During the evening of September 20, 2026, Synaptics delivered the Superior Proposal notice, along with the proposed final Party A merger documentation to onsemi, in accordance with the Merger Agreement.

On September 23, 2026, Ms. Bodensteiner had a call with Paul Dutton, Senior Vice President, Chief Legal Officer and Secretary at onsemi, and discussed the status of onsemi’s internal discussions in response to the Outside Proposal. Mr. Dutton conveyed that onsemi should be able to respond to the Outside Proposal by the afternoon of the next day, September 24.

On September 24, 2026, representatives from onsemi called Mr. Patel to convey that onsemi would be submitting a revised proposal in response to the Synaptics’ board’s determination that the Outside Proposal constituted a superior proposal under the Merger Agreement, which proposal was submitted that day. The proposed terms for amending and restating the Merger Agreement (the “Amendment Proposal”) included revised merger consideration consisting of $120 per share of Synaptics common stock in an all-cash transaction. For comparison, based on the closing price of Party A common stock on September 24, 2026, the revised Outside Proposal implied a total value of $124.03 per share of Synaptics common stock, of which approximately 54% was in the form of Party A’s stock.

Also on September 24, 2026, representatives from Morgan Stanley had a call with representatives from Qatalyst Partners to discuss the Amendment Proposal, which the Morgan Stanley team said would be financed with cash on hand and new debt, but would not include a financing condition, with a Morgan Stanley set of financing letters to arrive in the forthcoming proposal documentation. The Morgan Stanley team noted that the Amendment Proposal included all-cash consideration to deliver, among other things, significant value certainty to Synaptics stockholders.

Additionally on September 24, 2026, representatives from Baker McKenzie held a call with representatives from Skadden, following which onsemi delivered to Synaptics the relevant Amendment Proposal documentation, including (i) a notice of proposed amendments to the Merger Agreement, (ii) a draft amended merger agreement to provide for the all-cash transaction, with the terms and conditions for payment of the onsemi Regulatory Termination Fee and the Synaptics Termination Fee, as well as Synaptics’ pre-closing covenants, unchanged from the Merger Agreement, and (iii) a senior secured term loan facility commitment letter from Morgan Stanley Senior Funding, Inc. with respect to a proposed senior secured term loan facility intended to fund a material portion of the proposed consideration. Between September 24 and September 29, 2026, representatives from Baker McKenzie and Skadden negotiated the terms of this documentation.

Later on September 24, 2026, representatives from Baker McKenzie held a brief call with a representative from Party A’s outside legal counsel to convey that Synaptics’ review of Party A’s proposal and discussions with onsemi remained ongoing, and that Synaptics was not prepared to enter into a revised transaction with Party A at such time.

During the morning of September 25, 2026, Mr. Patel held a call with Party A’s chief executive officer. Mr. Patel provided the update that onsemi had improved its offer in response to the Outside Proposal. Mr. Patel conveyed to Party A’s chief executive officer that Party A should consider how to improve its offer with respect to value, value certainty, and deal certainty. Mr. Patel offered his availability for a call to discuss further and also encouraged Party A to let Synaptics know its thinking by the evening of the next day, September 26, 2026, in advance of a planned Synaptics board meeting on September 27, 2026.

Also on September 25, 2026, representatives from Baker McKenzie held a call with representatives from Skadden to discuss the Synaptics board’s review process and certain proposed changes to onsemi’s draft amended merger agreement. Later that day, representatives from Baker McKenzie sent a revised draft merger agreement to Skadden, which proposed revisions to the parties’ financing related covenants, among other things.

On September 26, 2026, representatives from Qatalyst Partners held a call with representatives from Morgan Stanley. The Qatalyst Partners team reiterated the proposed timing for the Synaptics board meeting.

Early on September 27, 2026, representatives from Party A’s financial advisor called representatives from Qatalyst Partners, and Qatalyst Partners encouraged Party A to provide an improved proposal before the Synaptics board meeting later that day.

Also during the morning of September 27, 2026, Party A informed Synaptics that Party A would be providing a revised proposal, consisting of proposed merger consideration of $62.50 in cash and a fixed number of shares of Party A common stock per share of Synaptics stock (such proposal, the “Revised Party A Proposal”), representing a total implied notional value of $130.85 per share based on the closing price of Party A common stock as of September 25, 2026, of which approximately 52% was in the form of Party A’s stock. Later that morning, Party A’s outside counsel sent the proposed merger documentation to Baker McKenzie, also noting that the Revised Party A Proposal included an additional board seat for then-former Synaptics directors, now totaling three directors, and an increased “parent no vote” termination fee.

Also on September 27, 2026, representatives from Baker McKenzie received a mark-up to the draft amended merger agreement from representatives from Skadden, which proposed customary changes to certain provisions in light of the proposed all-cash consideration.

Early during the afternoon of September 27, 2026, Mr. Patel telephoned Mr. El-Khoury to inform him of the Revised Party A Proposal. Mr. El-Khoury conveyed his belief that onsemi’s proposal compared favorably with Party A’s proposal and expressed concerns about Party A’s financing and the value of its proposal, including based on Synaptics’ earlier concerns with the long-term value of Party A’s stock prior to the parties’ June 25 agreement.

Shortly thereafter, Qatalyst’s representatives called their counterparts at Morgan Stanley to update them as to the Revised Party A Proposal.

Also shortly after the CEOs’ discussion, Synaptics promptly provided notice and copies of the Revised Party A Proposal draft documentation to onsemi in accordance with the Merger Agreement, providing two business days’ notice for onsemi to respond to the Revised Party A Proposal pursuant to the terms of the Merger Agreement.

During the evening of September 27, 2026, the Synaptics board and special committee convened a joint meeting to discuss recent developments, including the finalization of the Amendment Proposal and the recently received Revised Party A Proposal. The meeting was attended by representatives from Baker McKenzie and Qatalyst Partners. The representatives from Qatalyst Partners presented an update on the stock price performance of each of Synaptics, onsemi and Party A, as well as the broader semiconductor industry. Qatalyst Partners also compared certain financial analyses between the Amendment Proposal and the Revised Party A Proposal. Representatives from Baker McKenzie reviewed the Synaptics board’s and the special committee’s rights and obligation under the Merger Agreement in light of the Amendment Proposal and the Revised Party A Proposal. Neither the special committee nor the Synaptics board made any further determination with respect to the Amendment Proposal or the Revised Party A Proposal at such time, in light of the possibility that onsemi might submit a further revised proposal in response to the Revised Party A Proposal.

Following the September 27, 2026 joint meeting, representatives from Qatalyst Partners reached out to their counterparts at Morgan Stanley that evening to convey that the Synaptics board was considering both proposals and that the Synaptics board expected to make a final determination with respect to the Amendment Proposal and the Revised Party A Proposal around the expiration of the pending two business day notice period under the Merger Agreement.

During the following morning, September 28, 2026, the Qatalyst Partners representatives held a call with their counterparts at Party A’s financial advisor to provide an update. The Qatalyst Partners team conveyed that the Synaptics board had not made a decision, but intended to re-convene on or around September 29, 2026 to make a final decision, requesting that Party A make any further proposal in advance of that meeting.

On September 29, 2026, Mr. Patel held a call with Mr. El-Khoury in advance of a Synaptics board meeting that evening. Mr. Patel encouraged onsemi to submit a further-enhanced proposal in light of the Revised Party A Proposal before the Synaptics board meeting.

During the afternoon of September 29, 2026, onsemi delivered a revised Amendment Proposal and related documentation, including (i) a notice of proposed amendments to the Merger Agreement, (ii) a draft amended merger agreement that further increased onsemi’s proposed all-cash consideration from $120 per share to $123 per share, and (iii) a senior secured term loan facility commitment letter and redacted fee letter from Morgan Stanley Senior Funding, Inc. with respect to a proposed $2.45 billion senior secured term loan facility intended to fund a material portion of the proposed consideration.

At a joint special committee and Synaptics board meeting on the evening of September 29, 2026, the special committee and the Synaptics board convened to discuss the revised Amendment Proposal, with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie in attendance.

The representatives from Qatalyst Partners discussed the market and trading environment, including the recent stock price performance of Synaptics, onsemi, Party A and the broader semiconductor industry, as well as an overview of the financial plans and comparative valuations of the Amendment Proposal, as revised, and the Revised Party A Proposal. Representatives from Qatalyst Partners noted that the Merger Consideration was $123.00 per share in cash, compared to the Revised Party A Proposal, which implied a notional value of approximately $131.36 per share of Synaptics common stock as of the close of trading on September 29, 2026. The Revised Party A Proposal included a mix of approximately 48% cash and 52% stock, with 3 reserved seats on the combined company board. Representatives from Qatalyst Partners also noted that a transaction with Party A would also require a Party A stockholder vote. The representatives from Qatalyst Partners also noted that HSR approval had already been received for the Merger with onsemi. Representatives of Qatalyst Partners also reviewed various valuation analyses comparing the Revised Party A Proposal and the revised Amendment Proposal.

Representatives of Baker McKenzie then reviewed the options for the Synaptics board’s and the special committee’s consideration as next steps for the transaction process, including next steps should it determine the Outside Proposal, as revised by the Revised Party A Proposal, continued to constitute a “Superior Proposal” as defined under the Merger Agreement or should it decide to proceed with the Amendment Proposal as revised. Representatives of Baker McKenzie also discussed with the members of the Synaptics board their fiduciary duties, the terms of Synaptics’ governance documents and other relevant legal considerations, and reviewed the terms of the Amendment Proposal and the Revised Party A Proposal and the relevant timelines to closing either proposed merger.

Following these presentations, the special committee and the Synaptics board discussed the foregoing and other matters with representatives from Synaptics’ senior management and representatives of Qatalyst Partners and Baker McKenzie, including the value uncertainty of the Revised Party A Proposal in light of the significant share consideration included therein relative to the value certainty of onsemi’s all-cash proposal, which onsemi had already increased, and the risk that onsemi might withdraw its proposal if the Synaptics board did not proceed to accept it balanced against the fact that Party A would be free to bid again if Synaptics announced a revised merger agreement with onsemi under the terms of any such revised merger agreement, as well as the significant progress that had already been made towards satisfaction of the closing conditions for the Merger with onsemi, which, when taken together with onsemi’s all-cash offer, provided meaningful value and value certainty over Party A’s proposals. Based on this discussion, the special committee confirmed that it was prepared to recommend that the Synaptics board determine the Outside Proposal, as revised by the Revised Party A Proposal, no longer constituted a “Superior Proposal” as defined under the Merger Agreement in light of the amendments onsemi had theretofore committed to make and the Synaptics board confirmed that it was prepared to accept such recommendation and make such determination.

Further to its prior presentation, Qatalyst Partners then rendered to the Synaptics board its oral opinion, which was confirmed by delivery of a written opinion dated September 29, 2026, a copy of which written opinion is attached to this proxy statement as Annex B, to the effect that, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, as of the date thereof, the Merger Consideration to be received by the holders of shares of Synaptics common stock (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. For a

detailed discussion of Qatalyst Partners’ opinion, please see below in the section titled “—Opinion of Synaptics’ Financial Advisor.” Prior to the meeting, representatives of Qatalyst Partners had informed Baker McKenzie representatives that there were no changes to the relationship disclosure letter previously provided to the Synaptics board and the special committee in mid-September.

The special committee then unanimously recommended that the Synaptics board (i) determine that the Outside Proposal, as revised by the Revised Party A Proposal, no longer constituted a “Superior Proposal” as defined under the Merger Agreement, (ii) determine that the Merger Agreement and the transactions contemplated thereby are fair and in the best interests of Synaptics and its stockholders and (iii) approve and declare advisable, and authorize the execution and delivery of, the Merger Agreement and the transactions contemplated thereby.

After its own careful consideration and taking into account the recommendation of the special committee, the Synaptics board unanimously (i) determined that the Outside Proposal, as revised by the Revised Party A Proposal, no longer constituted a “Superior Proposal” as defined under the Merger Agreement, (ii) authorized and approved the execution, the delivery and, subject to the receipt of the Required Synaptics stockholder vote, performance of the Merger Agreement and the consummation of the Merger by the Company; (iii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders; (iv) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (v) directed that the Merger Agreement be submitted to a vote of the Company’s stockholders, recommended that the Company’s stockholders adopt and approve the Merger Agreement, as amended, and the transactions contemplated thereby, including the Merger (the “Company board recommendation”), and resolved to include the Company board recommendation in the proxy statement.

Following the joint board and special committee meeting through the close of trading on October 1, 2026, Synaptics, onsemi and its advisors and outside counsel finalized the Merger Agreement for execution and coordinated communications materials and approach for the revised transaction.

On October 1, 2026, shortly after the close of trading, the parties executed and delivered the amended and restated Merger Agreement.

Shortly thereafter, Synaptics and onsemi issued a joint press release announcing the execution of the Merger Agreement and the Merger.

onsemi and Synaptics currently expect the Merger to be completed as soon as practicable after the satisfaction or waiver of all applicable closing conditions to the Merger described below.

onsemi and Synaptics cannot predict the actual date on which the Merger will be completed because the Merger is subject to conditions beyond their control, and it is possible that such conditions could result in the Merger being completed earlier or later than expected or not at all. However, either onsemi or Synaptics may terminate the Merger Agreement if the Merger has not been completed by 11:59 p.m., Pacific time, on June 25, 2027, subject to automatic three-month extensions (up to three times) in specified circumstances relating to certain antitrust and foreign direct investment regulatory conditions. For more information, see “The Merger Agreement—Conditions to the Merger” beginning on page 103 and “The Merger Agreement—Termination of the Merger Agreement” beginning on page 103 of this proxy statement.

With the assistance of its financial and legal advisors, the Synaptics board evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger. After careful consideration and based on the special committee’s recommendation, at a special joint meeting of the Synaptics board and the special committee held on September 29, 2026, the Synaptics board unanimously (a) authorized and approved the execution, delivery and, subject to the receipt of the required Synaptics stockholder vote, performance of the Merger Agreement, and the consummation of the transactions contemplated thereby; (b) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Synaptics and its stockholders; (c) approved and declared advisable the Merger Agreement, and the transactions contemplated thereby; and (d) subject to the terms and conditions of the Merger Agreement, directed that the Merger Agreement be submitted to a vote of Synaptics’ stockholders, made the Synaptics board recommendation, and resolved to include the Synaptics board recommendation in this proxy statement.

The Synaptics board unanimously recommends that Synaptics stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

This proxy statement contains important information about these proposals and the factors Synaptics stockholders should consider when deciding how to vote. Synaptics stockholders are encouraged to read the entire document carefully, including the annexes and documents incorporated by reference, for more details about the Merger Agreement and the Merger.

While evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Synaptics board and the special committee consulted with Synaptics’ management and Synaptics’ legal and financial advisors. The Synaptics board and the special committee considered a number of factors that they believed supported the Synaptics board’s decision, and the special committee’s recommendation, to approve the Merger Agreement and recommend its adoption by Synaptics stockholders, including the following material factors (not necessarily presented in order of relative importance):

The Synaptics board and the special committee also considered various risks and other potentially negative factors related to the Merger Agreement and the Merger, including the following:

In addition to the factors described above, the Synaptics board and the special committee considered the fact that some of Synaptics’ directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Synaptics stockholders generally, as discussed under “Interests of Synaptics’ Directors and Executive Officers in the Merger” beginning on page 109 of this proxy statement.

The Synaptics board and the special committee believed that, overall, the potential benefits of the Merger to Synaptics stockholders outweighed the potential risks and uncertainties.

This discussion of the information and factors the Synaptics board and the special committee considered in reaching their conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking, but it does set forth the material factors they considered. Given the wide variety of factors and the complexity of these matters, the Synaptics board and the special committee did not find it practicable to, and did not attempt to, quantify, rank, or assign relative or specific weight or values to any of these factors. Different members of the Synaptics board and the special committee may have given different weight to different factors. The Synaptics board and the special committee viewed their respective positions and recommendations as being based on an overall review of all the information available to them and overall considered these factors to be favorable to, and to support, their respective determinations regarding the Merger.

This explanation of the reasoning of the Synaptics board and the special committee and all other information in this section is forward-looking in nature and should therefore be read in light of the factors discussed in the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Synaptics board determined, following the special committee’s recommendation, that the Merger Agreement and the transactions it contemplates, including the Merger, are fair to and in the best interests of Synaptics and its stockholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and declared them advisable. The Synaptics board unanimously recommends that Synaptics stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Although Synaptics has historically provided public guidance on selected financial metrics for the immediately following fiscal quarter, and from time to time has provided public guidance on selected annual financial metrics, Synaptics does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results given, among other reasons, the inherent difficulty of predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. However, in connection with the Merger, prior to the execution of the Merger Agreement (prior to the October 1 amendments), Synaptics management prepared and provided to the Synaptics board and the special committee in connection with their evaluation of the Merger, and to Synaptics’ financial advisor, Qatalyst Partners, in connection with its financial analyses and opinion, certain unaudited financial projections regarding Synaptics’ future performance for portions of its fiscal year 2026 and the entirety of its fiscal year 2027 through fiscal year 2032 on a standalone basis without giving effect to the Merger, including any costs incurred in connection with the Merger or the other transactions contemplated thereby, any changes to operations or strategy that may be implemented after the consummation of the Merger or any synergies related to the Merger, and without taking into account any impact from the announcement of the Merger Agreement (prior to the October 1 amendments) or the effect of any possible failure of the Merger to occur (the “Synaptics Management Projections”). As described further in the section titled “—Background of the Merger,” the Synaptics Management Projections were developed by Synaptics management on the basis of, and as a further update to, prior strategic planning by Synaptics management during the fourth quarter of 2025 and first quarter of 2026 to provide the Synaptics board and the special committee with a quantitative basis for assessing Synaptics’ value as an independent company and to inform negotiations with Party A and other potential counterparties. The special committee also approved the Synaptics Management Projections for use by Qatalyst Partners in connection with its financial analyses and opinion. Qatalyst Partners expressed no view as to the Synaptics Management Projections or the assumptions on which they were based. Synaptics also provided certain of the Synaptics Management Projections to onsemi in connection with the Merger prior to the execution of the Merger Agreement (prior to the October 1 amendments) as part of onsemi’s due diligence process and to Parties A through D in connection with their respective diligence reviews. After execution of the Merger Agreement (prior to the October 1 amendments) and following receipt of the Outside Proposal from Party A, the special committee subsequently confirmed the continued use of the Synaptics Management Projections to provide the Synaptics board and the special committee with a quantitative basis for assessing Synaptics’ value as an independent company and to inform negotiations with Party A and onsemi and by Qatalyst Partners in connection with its financial analyses and opinion.

onsemi did not prepare or provide to Synaptics or its advisors any management-prepared financial projections or internal, financial forecasts with respect to onsemi in connection with the Merger (prior to the October 1 amendments), other than those projections or forecasts included as part of, and publicly disclosed through, onsemi’s September 16, 2026, investor day presentation, and Synaptics did not independently prepare, and the Synaptics board and the special committee were not provided, any Synaptics management-prepared financial projections or forecasts with respect to onsemi or the combined company in connection with the evaluation of the Merger (prior to the October 1 amendments). In performing its prior financial analyses and rendering its opinion with respect to the Merger, Qatalyst Partners utilized

publicly available research analyst consensus estimates and publicly available market and trading data for onsemi, as described in greater detail in the section titled “—Background of the Merger.^” Similarly, the Synaptics board, the special committee and Synaptics management considered, among other things, such publicly available research analyst consensus estimates and publicly available market and trading data for onsemi in reviewing onsemi’s proposals in conjunction with presentations from onsemi and customary diligence of onsemi by Synaptics, as described further in the section titled “—Background of the Merger.”

Synaptics has included below a summary of the Synaptics Management Projections for the purpose of providing stockholders access to certain non-public information that was furnished to Qatalyst Partners and onsemi in connection with the Merger, and such information may not be appropriate for other purposes, and is not included to influence your decision, if you are a Synaptics stockholder, of whether to vote for the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal or make any investment decision with respect to the Merger, or for any other purpose. The inclusion of this summary should not be regarded as an indication that Synaptics management or anyone who received the Synaptics Management Projections then considered, or now considers, them to be a reliable prediction of future events, and, as a result of the foregoing and considering that the Special Meeting will be held several months after the Synaptics Management Projections were prepared, as well as the uncertainties inherent in any forecasted information, the Synaptics Management Projections should not be relied upon as such. This information is not fact and readers of this proxy statement are cautioned not to place undue reliance on the Synaptics Management Projections. These projections are not, and should not be viewed as, public guidance or targets.

This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. However, in the view of Synaptics management, the Synaptics Management Projections were prepared on a reasonable basis and reflect assumptions and estimates available at the time they were prepared. This unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Synaptics’ historical GAAP financial statements. The prospective financial information included in this document has been prepared by, and is the responsibility of, Synaptics’ management. KPMG LLP (“KPMG”), Synaptics’ independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, KPMG does not express an opinion or any other form of assurance with respect thereto. Furthermore, the unaudited prospective financial information included in this proxy statement does not take into account any circumstances or events occurring after the date it was prepared.

While presented with numeric specificity, the Synaptics Management Projections were based on numerous variables and assumptions, including, among others, the following key assumptions:

The Synaptics Management Projections were based on numerous other variables and assumptions that are inherently subjective and uncertain and are beyond the control of Synaptics’ management, including, among others, assumptions related to:

Important factors that may affect actual results and cause the Synaptics Management Projections to not be achieved include, but are not limited to, risks and uncertainties relating to Synaptics’ business (including its ability to achieve strategic goals, objectives and targets over applicable periods), semiconductor industry performance, the pace of adoption of Physical AI and Edge AI technologies, customer concentration, general business, economic, competitive, regulatory and financial market conditions and other factors described in the sections in this proxy statement titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22, as well as the risks described in the periodic public reports filed by Synaptics with the SEC, which reports can be found as described in the section titled “Where You Can Find More Information” beginning on page 122 of this proxy statement. The Synaptics Management Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Synaptics Management Projections, and there can be no assurance that the projected results summarized below will be realized. Synaptics stockholders are urged to review the most recent SEC filings of Synaptics for a description of Synaptics’ reported and anticipated results of operations and financial condition and capital resources, including in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Synaptics’ Annual Report on Form 10-K for the fiscal year ended June 27, 2026, filed with the SEC on August 10, 2026, and subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The inclusion of a summary of the Synaptics Management Projections in this proxy statement should not be regarded as an indication that any of Synaptics, onsemi or their respective officers, directors, affiliates, advisors or other representatives considered the Synaptics Management Projections to necessarily be predictive of actual future events, and the Synaptics Management Projections should not be relied upon as such nor should the information contained in the Synaptics Management Projections be considered appropriate for other purposes. None of Synaptics, onsemi or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Synaptics Management Projections. None of Synaptics or onsemi undertakes any obligation to update or otherwise revise or reconcile the Synaptics Management Projections to reflect circumstances existing after the date the Synaptics Management Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Synaptics Management Projections are shown to be in error, other than as required by law. Since the projections cover multiple years, such information by its nature becomes less predictive with each successive year.

Certain of the measures included in the Synaptics Management Projections are non-GAAP financial measures, including non-GAAP Operating Income, Net Operating Profit After Taxes and Unlevered Free Cash Flow (each as defined below), as noted below. Synaptics’ management included such measures in the Synaptics Management Projections because it believed that such measures may be useful in evaluating, on a prospective basis, the potential operating performance and cash flow of Synaptics. In certain circumstances, including those applicable to the Synaptics Management Projections, financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the financial measures included in the Synaptics Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, and such reconciliations have not been provided in this proxy statement. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Synaptics board or Qatalyst Partners.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior measure to, financial information presented in compliance with GAAP. Synaptics stockholders should also note that these non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP, and therefore have limits in their usefulness. Because of the non-standardized definitions, Synaptics may calculate certain non-GAAP financial measures, including non-GAAP Operating Income, Net Operating Profit After Taxes and Unlevered Free Cash Flow, using methodologies that differ from those used by other companies. As a result, the non-GAAP financial measures included in the Synaptics Management Projections may not be comparable to similarly titled measures used by other companies.

Synaptics has not made and makes no representation to any Synaptics stockholder in the Merger Agreement or otherwise concerning the Synaptics Management Projections or regarding Synaptics’ ultimate performance compared to the information contained in the Synaptics Management Projections or that the projected results will be achieved. Synaptics urges all stockholders to review Synaptics’ most recent SEC filings for a description of Synaptics’ reported financial results.

A summary of the Synaptics Management Projections is presented in the following table, with all figures rounded to the nearest million.

Synaptics retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by Synaptics stockholders (other than onsemi or any affiliate of onsemi), was fair, from a financial point of view, to such holders. Synaptics selected Qatalyst Partners to act as financial advisor to Synaptics based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Synaptics and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Synaptics board on September 29, 2026, Qatalyst Partners rendered to the Synaptics board its oral opinion, which was confirmed by delivery of a written opinion dated September 29, 2026, to the effect that, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, as of the date thereof, the Merger Consideration to be received by Synaptics stockholders (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement, was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated September 29, 2026, is attached to this proxy statement as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of Synaptics common stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Synaptics board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received by Synaptics stockholders (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement, and it does not address any other aspect of the Merger. Qatalyst Partners’ opinion does not constitute a recommendation as to how Synaptics stockholders should vote with respect to the Merger or any other matter and does not in any manner address the price at which shares of Synaptics common stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated September 29, 2026, certain related documents and certain publicly available financial statements of Synaptics and other business and financial information of Synaptics. Qatalyst Partners also reviewed certain forward-looking information relating to Synaptics prepared by Synaptics’ management, including financial projections and operating data of Synaptics, which projections are summarized as the Synaptics Management Projections in the section titled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 61 of this proxy statement. Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Synaptics with senior management of Synaptics. Qatalyst Partners also reviewed the historical market prices and trading activity for Synaptics common stock and compared the financial performance of Synaptics and the prices and trading activity of Synaptics common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions, participated in certain discussions and negotiations among representatives of Synaptics, onsemi and their respective financial and legal advisors, and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate in its professional judgment and experience.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Synaptics. With respect to the Synaptics Management Projections, Qatalyst Partners was advised by Synaptics’ management, and Qatalyst Partners assumed based on discussions with the Synaptics board and Synaptics’ management, that the Synaptics Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Synaptics’ management of the future financial performance of Synaptics and other matters covered thereby. Qatalyst Partners expressed no view as to the Synaptics Management Projections or the assumptions on which they were based. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed Merger Agreement, and that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Synaptics or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners relied upon, without independent verification, the assessment of Synaptics and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Synaptics or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of Synaptics’ management as to the existing and future technology and products of Synaptics and the risks associated with such technology and products. Qatalyst Partners’ opinion was approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Synaptics to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Synaptics. Qatalyst Partners was not asked to, nor did Qatalyst Partners express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the Merger, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Merger or any of the other transactions contemplated by the Merger Agreement. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of shares of Synaptics common stock (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Synaptics or any of its affiliates, or any class of such persons, relative to such Merger Consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated September 29, 2026. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Synaptics Management Projections, described in the section of this proxy statement titled “The Merger—Certain Unaudited

Prospective Financial Information” beginning on page 61 of this proxy statement, and third-party research analyst consensus estimates as of September 29, 2026 (the “Analyst Estimates”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Synaptics common stock as of June 30, 2026, using mid-period convention, by:

Each of the above-referenced estimated future UFCFs and terminal value were adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (approximately 18% cumulative dilution through the projection period) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, based on estimates of future dilution provided by the management of Synaptics.

Based on the calculations set forth above, this analysis implied a range of values for Synaptics common stock of approximately $77 to $140 per share.

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Synaptics with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Synaptics, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of September 29, 2026, and using the closing prices as of September 29, 2026, for shares of the selected companies, Qatalyst Partners calculated, among other things, (a) the ratio of fully diluted enterprise value to estimated revenue for calendar year 2027 (which are referred to as the “CY2027E Revenue Multiples”) and (b) the ratio of price to estimated non-GAAP earnings per share (excluding stock-based compensation expense, amortization of intangibles and other non-cash items) for calendar year 2027 (which are referred to as the “CY2027E P/E Multiples”), for each of the selected companies, as shown below:

Note: “-” means non-meaningful. Multiples not publicly available, greater than 70.0x or negative are considered non-meaningful.

Based on an analysis of the CY2027E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 2.5x to 4.5x. Qatalyst Partners then applied this range to Synaptics’ estimated revenue for calendar year 2027, based on each of the Synaptics Management Projections and the Analyst Estimates. Qatalyst Partners then added Synaptics’ cash and subtracted the face value of Synaptics’ outstanding debt, in each case as of June 27, 2026 and as disclosed in Synaptics’ Annual Report on Form 10-K for the fiscal year then ended, and divided the resulting implied equity values by the number of fully diluted shares of Synaptics common stock outstanding as of September 25, 2026 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by Synaptics’ management. This analysis implied (a) a range of values for Synaptics common stock of approximately $74 to $141 per share based on the Synaptics Management Projections, and (b) a range of values for Synaptics common stock of approximately $71 to $135 per share based on the Analyst Estimates.

Based on an analysis of the CY2027E P/E Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 12.0x to 25.0x. Qatalyst Partners then applied this range to Synaptics’ estimated non-GAAP earnings per share (excluding stock-based compensation expense, amortization of intangibles and other non-cash items) for calendar year 2027, based on each of the Synaptics

Management Projections and the Analyst Estimates. This analysis implied (a) a range of values for Synaptics common stock of approximately $77 to $161 per share based on the Synaptics Management Projections, and (b) a range of values for Synaptics common stock of approximately $71 to $148 per share based on the Analyst Estimates.

No company included in the selected companies analysis is identical to Synaptics. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Synaptics, such as the impact of competition on Synaptics’ business or the industry in general, industry growth and the absence of any material adverse change in Synaptics’ financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected company data.

Qatalyst Partners compared 38 selected public-company transactions, including transactions involving companies participating in similar lines of business to Synaptics or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM Revenue Multiples”) and (b) the price per share paid for the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ non-GAAP earnings per share (excluding stock-based compensation expense, amortization of intangibles and other non-cash items) of the target company (which are referred to as the “NTM P/E Multiples”).

Note: “-” means non-meaningful. Multiples not publicly available, greater than 70.0x or negative are considered non-meaningful.

Based on an analysis of the NTM Revenue Multiples for the selected transactions and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 2.75x to 4.75x, then applied this range to Synaptics’ estimated next-twelve-months’ revenue based on the Analyst Estimates. Qatalyst Partners then added Synaptics’ cash and subtracted the face value of Synaptics’ outstanding debt, in each case as of June 27, 2026, and as disclosed in Synaptics’ Annual Report on Form 10-K for the fiscal year then ended, and divided the resulting implied equity values by the number of fully diluted shares of Synaptics common stock outstanding as of September 25, 2026 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by Synaptics’ management. This analysis implied a range of values for Synaptics common stock of approximately $74 to $134 per share.

Based on an analysis of the NTM P/E Multiples for the selected transactions and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 15.0x to 30.0x, then applied this range to Synaptics’ estimated next-twelve-months’ non-GAAP earnings per share (excluding stock-based compensation expense, amortization of intangibles and other non-cash items) based on the Analyst Estimates. This analysis implied a range of values for Synaptics common stock of approximately $79 to $157 per share.

No company or transaction utilized in the selected transactions analysis is identical to Synaptics or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Synaptics’ control, such as the impact of competition on Synaptics’ business or the industry generally, industry growth and the absence of any material adverse change in Synaptics’ financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected transactional data. Because of the unique circumstances of each of these selected transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

In connection with the review of the Merger by the Synaptics board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Synaptics. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Synaptics. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received by Synaptics stockholders (other than onsemi or any affiliate of onsemi) pursuant to, and in accordance with, the terms of the Merger Agreement. These analyses do not purport to be appraisals or to reflect the price at which Synaptics common stock might actually trade or may otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentation to the Synaptics board were among many factors considered by the Synaptics board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Synaptics board with respect to the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by Synaptics stockholders (other than onsemi or any affiliate of onsemi) or of whether the Synaptics board would have been willing to agree to different consideration. The Merger Consideration payable in the Merger was determined through arm’s-length negotiations between Synaptics and onsemi, and was approved by the Synaptics board. Qatalyst Partners provided advice to Synaptics during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Synaptics or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Synaptics, onsemi or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates, on the one hand, and Synaptics or onsemi, on the other hand, pursuant to which compensation was received by Qatalyst Partners or its affiliates; however, Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Synaptics or onsemi and/or their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Synaptics with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $69 million, $250,000 of which was payable upon the execution of the engagement letter, $5 million of which was paid upon delivery of its opinion dated June 25, 2026 (regardless of the conclusion reached in the opinion), $2.5 million of which was payable upon delivery of its opinion dated September 29, 2026 (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. Synaptics has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. Synaptics has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including certain liabilities under federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

The consummation of the Merger is not conditioned on onsemi’s or Merger Sub’s ability to obtain financing for the Merger. onsemi has represented in the Merger Agreement that onsemi will have, as of the closing, sufficient funds to make all cash payments contemplated to be made by onsemi under the Merger Agreement in connection with the Merger (including the aggregate Merger Consideration), and to satisfy all other payment obligations of onsemi, Merger Sub or any of their respective subsidiaries that are required to be satisfied in connection with closing or with respect to the Merger and the other transactions contemplated by the Merger Agreement.

In connection with the Merger Agreement, onsemi entered into the Commitment Letter, pursuant to which the Financing Related Parties have agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450,000,000 of senior secured term loan facilities for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger. onsemi provided copies of the executed Commitment Letter and the related redacted fee letters to Synaptics as required by the Merger Agreement. The receipt of financing by onsemi is not a condition to onsemi’s obligation to consummate the Merger. Pursuant to the Merger Agreement, Synaptics is required to use reasonable best efforts to provide onsemi with customary cooperation in connection with the financing.

The information under the heading “Other Matters—Certain Relationships and Related Transactions” in Synaptics’ Definitive Proxy Statement on Schedule 14A for Synaptics’ 2026 annual stockholder meeting, filed on September 15, 2026 is incorporated by reference into this proxy statement.

Unless delegated to the Synaptics compensation committee by the Synaptics board, the Synaptics audit committee charter requires that the audit committee review and approve all related party transactions and review and make recommendations to the full Synaptics board, or approve, any contracts or other transactions with current or former executive officers of Synaptics, including consulting arrangements, employment agreements, change in control agreements, termination arrangements, and loans to employees made or guaranteed by Synaptics. The Synaptics audit committee and the Synaptics board will only approve those related party transactions that, in light of known circumstances, are in, or are not inconsistent with, Synaptics’ best interests.

Other than compensation agreements and other arrangements described in this proxy statement, there were no transactions or series of similar transactions since June 29, 2025 (the beginning of Synaptics’ fiscal year ended June 27, 2026) to which Synaptics was or is a party that involved an amount exceeding $120,000, and in which any of Synaptics’ directors, executive officers, holders of more than 5% of any class of Synaptics’ voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Synaptics has entered into indemnification agreements with each of its directors and executive officers. These agreements require Synaptics to indemnify such individuals to the fullest extent permitted by Delaware law for certain liabilities to which they may become subject as a result of their affiliation with Synaptics.

The directors and executive officers of Synaptics have interests in the Merger that may be different from, or in addition to, the interests of Synaptics stockholders generally that may create potential conflicts of interests. The Synaptics board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in approving the Merger Agreement. The Merger will constitute a “change of control” for purposes of Synaptics’ compensation arrangements, and certain payments are contingent upon or in connection with the Merger.

For purposes of this disclosure, Synaptics’ named executive officers are:

For purposes of this disclosure, Synaptics’ non-employee directors are Nelson C. Chan, Jeffrey D. Buchanan, Keith B. Geeslin, Susan Hardman, Patricia Kummrow, Vivie Lee, Venkatesh Nathamuni and James L. Whims.

For purposes of this disclosure, these interests include the following:

The obligations of onsemi, Merger Sub and Synaptics to complete the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of a number of conditions at or prior to the closing.

The mutual conditions to each party’s obligation to complete the Merger include:

In addition, the obligation of onsemi and Merger Sub to complete the Merger is subject to the satisfaction or waiver by onsemi, at or prior to the closing, of the following additional conditions:

Similarly, the obligation of Synaptics to complete the Merger is subject to the satisfaction or waiver by Synaptics, at or prior to the closing, of the following additional conditions:

Neither onsemi nor Synaptics can give any assurance as to when or whether all of the conditions to the Merger will be satisfied or waived or that the Merger will be completed. For a more detailed description of the conditions to the Merger, see “The Merger Agreement—Conditions to the Merger” beginning on page 103 of this proxy statement.

Completion of the Merger is conditioned upon the expiration or termination of any waiting period (and any extension thereof, including any commitment to, or agreement with, any Governmental Entity to delay the consummation of, or not to consummate before a certain date, the Merger) under any applicable Antitrust Law of the

Specified Antitrust Jurisdictions. onsemi may make, or may become required to make, merger notifications in additional jurisdictions—in certain cases voluntarily or at onsemi’s discretion, and in others only if a regulator asserts jurisdiction over or requests a filing with respect to the Merger; in such case, any such jurisdiction may also be deemed to be a Specified Antitrust Jurisdiction. The process for obtaining the requisite regulatory approvals for the Merger is ongoing.

Although onsemi and Synaptics currently believe they should be able to obtain all required regulatory approvals in a timely manner, the parties cannot be certain when or if they will obtain them or, if obtained, whether the approvals will contain terms, conditions or restrictions not currently contemplated that will be detrimental to Synaptics after the completion of the Merger.

The approval of an application for regulatory approval means only that the regulatory criteria for approval have been satisfied or waived. It does not mean that the approving regulatory authority has determined that the consideration to be received by holders of Synaptics common stock and/or the Merger is fair to Synaptics stockholders. Regulatory approval does not constitute an endorsement or recommendation of the Merger by any regulatory authority.

Under the HSR Act, certain transactions, including the Merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file its respective HSR notifications with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR notifications or the early termination of that waiting period. If the DOJ or FTC issues a Second Request for additional information and documentary material prior to the expiration of this initial 30-day waiting period, the transaction cannot close until the parties substantially comply with the Second Request and observe a second waiting period, which is 30 days by statute, but such waiting period can be terminated earlier and the parties may also enter into an agreement with the relevant Governmental Entity not to close the transaction before a specified time notwithstanding the expiration of the statutory waiting period.

In connection with the Merger Agreement (prior to the October 1 amendments), the parties’ HSR notifications were filed with the FTC and the DOJ on July 17, 2026. On August 12, 2026, the parties received notice that early termination of the waiting period under the HSR Act was granted by the FTC, effective as of August 12, 2026.

At any time before or after the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act, or before or after the Merger is completed, the DOJ or the FTC may take action under applicable antitrust laws in opposition to the Merger, including seeking to enjoin completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory concessions or conditions. In addition, U.S. state attorneys general could investigate the transaction or take action under applicable antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory concessions or conditions. Private parties may also seek to take legal action under applicable antitrust laws under some circumstances.

Although neither onsemi nor Synaptics believes that the Merger will violate applicable antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

In addition to the HSR Act filing described above, onsemi and Synaptics have determined to make merger notifications pursuant to applicable antitrust laws in the other Specified Antitrust Jurisdictions and pursuant to foreign direct investment laws in the Specified Foreign Investment Jurisdictions, as described above under “The Merger May Not Be Completed Without All Required Regulatory Approvals.” The parties may also make notifications in additional jurisdictions in the future. If any additional governmental approvals or actions are required for completion of the Merger, onsemi and Synaptics will use their respective reasonable best efforts, subject to the limitations described in the Merger Agreement, to obtain each such approval necessary to complete the Merger. There can be no assurance, however, that any additional approvals or actions will be obtained.

onsemi and Synaptics have agreed in the Merger Agreement to, in consultation and cooperation with each other and as promptly as practicable and advisable after the date of the Merger Agreement, use reasonable best efforts to

prepare and file (or pre-file as applicable) all notifications required by the Specified Antitrust Jurisdictions. Further, subject to the terms and conditions set forth in the Merger Agreement, onsemi agreed to use reasonable best efforts to take, or cause to be taken, all actions necessary to avoid or eliminate each and every impediment under applicable antitrust laws and foreign direct investment laws to enable the parties to close the transaction as promptly as possible. In furtherance of the foregoing, onsemi’s reasonable best efforts will be deemed to include, among other things, the divesture, licensing or disposition, or certain other behavioral or conduct remedies with respect to the assets, properties, businesses or product lines of onsemi or any of its affiliates or Synaptics or any of its affiliates, unless such actions would have a material adverse effect on the business or financial condition of Synaptics or its subsidiaries, taken as a whole, or on the business or financial condition of onsemi, taken as a whole and including the benefits reasonably expected to be realized by onsemi in consummating the Merger, measured relative to the size and scale of Synaptics and its affiliates. Further, onsemi may not acquire any assets or businesses (or portions thereof) that compete with Synaptics if such acquisition(s) would reasonably be expected to materially delay, materially impede or prevent the closing.

These requirements are described in more detail in the section titled “Regulatory Efforts Required for the Merger” beginning on page 72 of this proxy statement.

Although onsemi and Synaptics believe that the parties will obtain all necessary regulatory approvals or clearances, there can be no assurances that any of the regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of such approvals, the ability to obtain such approvals on satisfactory terms or the absence of any litigation challenging such approvals.

Subject to certain conditions, either onsemi or Synaptics may terminate the Merger Agreement if the Merger is not completed on or before the End Date (June 25, 2027, or as otherwise automatically extended if applicable). See the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 103 of this proxy statement.

If the Merger is consummated, holders of Synaptics common stock who continuously hold such shares of Synaptics common stock through the effective time, who do not vote in favor of the Merger Proposal, who properly demand appraisal of such shares of Synaptics common stock in accordance with Section 262 of the DGCL, and who otherwise comply with the statutory requirements of Section 262 will be entitled to seek appraisal by the Delaware Court of Chancery of the “fair value” of their shares of Synaptics common stock in connection with the Merger under Section 262. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is included in this proxy statement as Annex C, and is incorporated by reference into this proxy statement. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Synaptics stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder,” “holder of Synaptics common stock” or “Synaptics stockholder” are to the record holder of shares of Synaptics common stock unless otherwise expressly noted herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of shares of Synaptics common stock held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted herein (and the word “person” means any individual, corporation, partnership, unincorporated association or other entity).

Under Section 262, if the Merger is completed, holders and beneficial owners of shares of Synaptics common stock who: (i) submit a written demand for appraisal of their shares of Synaptics common stock and do not withdraw their demand, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262; (ii) do not vote such shares (or cause such shares to be voted) in favor of the Merger Proposal; (iii) continuously are the record holders or beneficial owners, as the case may be, of such shares through the effective time; (iv) who are entitled to demand appraisal rights under Section 262 and (v) otherwise exactly follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of the shares of Synaptics common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. However, after an appraisal petition has been filed, Section 262 provides that the Delaware

Court of Chancery will dismiss appraisal proceedings as to all Synaptics stockholders and beneficial owners of shares of Synaptics common stock who have asserted appraisal rights unless (i) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Synaptics common stock eligible for appraisal as measured in accordance with subsection (g) of Section 262; or (ii) the value of the aggregate Merger Consideration in respect of the shares of Synaptics common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (i) and (ii) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each Synaptics stockholder and beneficial owner of Synaptics common stock entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger is to be submitted for approval at a meeting of Synaptics stockholders, such as the Special Meeting, the corporation, not less than twenty (20) days prior to the meeting, must notify each stockholder of record as of the applicable record date who holds shares for which appraisal rights are available that appraisal rights are available. The notice must also include a copy of Section 262 or information directing the Synaptics stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Synaptics’ notice to Synaptics stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is included in this proxy statement as Annex C, and is incorporated by reference into this proxy statement. In connection with the Merger, any holder of shares of Synaptics common stock or any beneficial owner of Synaptics common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or beneficial owner’s right to do so, should review this discussion and the applicable provisions of Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A Synaptics stockholder or beneficial owner of Synaptics common stock who loses their appraisal rights will be entitled to receive the Merger Consideration. Moreover, the process of dissenting and exercising appraisal rights requires compliance with technical prerequisites, and because of the complexity of the procedures for exercising the right to seek appraisal of shares of Synaptics common stock, a Synaptics stockholder or beneficial owner of Synaptics common stock wishing to exercise such rights should seek the advice of legal counsel and financial advisors.

Synaptics stockholders or beneficial owners of shares of Synaptics common stock wishing to exercise the right to seek an appraisal of their shares of Synaptics common stock must do ALL of the following:

In addition, one of the ownership thresholds articulated in Section 262(g) must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, a Synaptics stockholder or beneficial owner of Synaptics common stock who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote the shares.

Any holder of shares of Synaptics common stock or beneficial owner of Synaptics common stock wishing to exercise appraisal rights must deliver to Synaptics, before the vote on the Merger Proposal at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to Synaptics Stockholders, a written demand for the appraisal of the shares of Synaptics common stock held by the Synaptics stockholder or shares of Synaptics common stock beneficially owned by the beneficial owner, as applicable.

In the case of a Synaptics stockholder, such Synaptics stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the Synaptics stockholder’s appraisal rights. Therefore, a Synaptics stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger Proposal or abstain from voting, or otherwise fail to vote, on the Merger Proposal.

In the case of a beneficial owner of Synaptics common stock, brokers, banks and other nominees that hold shares of Synaptics common stock in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares of Synaptics common stock as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Synaptics common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the proposal to approve the Merger Proposal, and does not revoke such instruction prior to the vote on the proposal to approve the Merger Proposal, then such shares of Synaptics common stock will be voted in favor of the approval of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a beneficial owner of Synaptics common stock who wishes to exercise appraisal rights must either not provide any instructions to such person’s broker, bank or other nominee how to vote on the proposal to approve the Merger Proposal or must instruct such broker, bank or other nominee to vote against the approval of the Merger Proposal or abstain from voting on such proposal.

Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the Merger Proposal will not constitute a demand. A Synaptics stockholder’s or beneficial owner of Synaptics common stock’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Special Meeting will constitute a waiver of appraisal rights.

A demand for appraisal made by a Synaptics stockholder or beneficial owner of Synaptics common stock must be executed by or on behalf of the holder of record or beneficial owner, as applicable, and must reasonably inform Synaptics of the identity of such holder or beneficial owner. In addition, in the case of a demand for appraisal made by a beneficial owner of Synaptics common stock, the demand must also reasonably identify the holder of record of the shares of Synaptics common stock for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of Synaptics common stock (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares of Synaptics common stock confirming such information) and a statement that such documentary evidence is a true and accurate copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the verified list required by subsection (f) of Section 262. Whether made by a Synaptics stockholder or beneficial owner of Synaptics common stock, a written demand for appraisal must state that the person intends thereby to demand appraisal of the person’s shares of Synaptics common stock in

connection with the Merger. If the shares of Synaptics common stock are owned of record or beneficially owned in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner or beneficial owner, and if the shares of Synaptics common stock are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint record holders or beneficial owners. An authorized agent, including an authorized agent for two or more joint record holders or beneficial owners, may execute a demand for appraisal on behalf of a holder of record or beneficial owner; however, the agent must identify the record owner or owners or beneficial owner or owners, respectively, and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners or beneficial owner or owners, as applicable.

All demands for appraisal pursuant to Section 262 should be in writing and should be mailed or delivered to:

At any time within sixty days after the effective time, any holder of shares of Synaptics common stock or beneficial owner who has delivered a written demand to Synaptics and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration offered pursuant to the Merger Agreement by delivering to Synaptics a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty days after the effective time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Synaptics stockholder or beneficial owner without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Synaptics stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Synaptics stockholder’s or beneficial owner’s demand for appraisal and to accept the Merger Consideration within sixty days after the effective time.

If the Merger is completed, within ten days after the effective time, the Surviving Corporation will notify each holder of shares of Synaptics common stock or beneficial owner who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Within one hundred twenty (120) days after the effective time, but not thereafter, the Surviving Corporation or any holder of shares of Synaptics common stock or beneficial owner who has complied with Section 262 and is entitled to seek appraisal under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a Synaptics stockholder or beneficial owner, demanding a determination of the fair value of the shares of Synaptics common stock held by all dissenting Synaptics stockholders or beneficial owners entitled to appraisal rights who did not vote their shares of Synaptics common stock in favor of the Merger and properly demanded appraisal of such shares. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Synaptics stockholders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Synaptics common stock. Accordingly, any holders of shares of Synaptics common stock or beneficial owners who desire to have their shares of Synaptics common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Synaptics common stock within the time and in the manner prescribed in Section 262. The failure of a holder of Synaptics common stock or beneficial owner to file such a petition within the period specified in Section 262 could nullify the Synaptics stockholder’s or beneficial owner’s previous written demand for appraisal.

Within one hundred twenty (120) days after the effective time, any person who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Synaptics common stock not

voted in favor of the adoption of the Merger Agreement and with respect to which Synaptics has received demands for appraisal, and the aggregate number of holders of such shares of Synaptics common stock or beneficial owners holding or owning such shares of Synaptics common stock (provided that, in the case of a demand made by a beneficial owner in such person’s name, the record holder of such shares will not be considered a separate stockholder holding such shares of Synaptics common stock for purposes of such aggregate number). The Surviving Corporation must give such statement to the requesting Synaptics stockholder or beneficial owner within ten (10) days after receipt by the Surviving Corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a holder of shares of Synaptics common stock or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Synaptics stockholders or beneficial owners of shares of Synaptics common stock who have demanded payment for their shares of Synaptics common stock and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing on the petition by registered or certified mail to the Surviving Corporation and all of the Synaptics stockholders or beneficial owners of shares of Synaptics common stock shown on such verified list at the addresses stated therein. The forms of such notices shall be approved by the Delaware Court of Chancery, and the costs thereof shall be borne by the Surviving Corporation. After notice to Synaptics stockholders or beneficial owners of shares of Synaptics common stock as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those Synaptics stockholders or beneficial owners of shares of Synaptics common stock who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the Synaptics stockholders or beneficial owners of shares of Synaptics common stock who demanded appraisal of their shares represented by certificates to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any Synaptics stockholder or beneficial owner of Synaptics common stock fails to comply with that direction, the Delaware Court of Chancery may dismiss that Synaptics stockholder or beneficial owner of Synaptics common stock from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all Synaptics stockholders and beneficial owners of shares of Synaptics common stock who assert appraisal rights unless one of the ownership thresholds is met.

After determining the holders and beneficial owners of shares of Synaptics common stock entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to Synaptics stockholders or beneficial owners of shares of Synaptics common stock seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Synaptics common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each Synaptics stockholder and beneficial owner of Synaptics common stock entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares of Synaptics common stock as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The

Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” Synaptics stockholders and beneficial owners of shares of Synaptics common stock considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and Synaptics stockholders and beneficial owners of shares of Synaptics common stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Synaptics nor onsemi anticipates offering more than the Merger Consideration to any Synaptics stockholder or beneficial owner of Synaptics common stock exercising appraisal rights, and each of Synaptics and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Synaptics common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to Synaptics stockholders or beneficial owners of shares of Synaptics common stock seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a Synaptics stockholder or beneficial owner of Synaptics common stock, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a Synaptics stockholder or beneficial owner of Synaptics common stock in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any Synaptics stockholder or beneficial owner of Synaptics common stock who demands appraisal of his, her or its shares of Synaptics common stock under Section 262 fails to perfect, withdraws or otherwise loses, such holder’s right to appraisal, the Synaptics stockholder’s or beneficial owner of Synaptics common stock’s shares of Synaptics common stock will be deemed to have been converted at the effective time into the right to receive the Merger Consideration, without interest, upon delivery by such holder of a properly completed and duly executed letter of transmittal to Synaptics or the exchange agent and transfer of the shares of Synaptics common stock. A Synaptics stockholder or beneficial owner of Synaptics common stock will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the effective time, if neither of the ownership thresholds described above is met or if the Synaptics stockholder or beneficial owner of Synaptics common stock properly delivers to the Surviving Corporation a written withdrawal of the holder’s or beneficial owner’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the effective time, no Synaptics stockholder or beneficial owner of Synaptics common stock who has demanded appraisal rights will be entitled to vote such shares of Synaptics common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Synaptics common stock, if any, payable to Synaptics stockholders as of a time prior to the effective time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above is met, or if the Synaptics stockholder or beneficial owner of Synaptics common stock delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the effective time or thereafter with the written approval of the Surviving Corporation, then the right of such Synaptics stockholder or beneficial owner of Synaptics common stock to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any Synaptics stockholder or beneficial owner of Synaptics common stock without the approval of the court, and such approval may be

conditioned upon such terms as the court deems just; provided, however, that the foregoing will not affect the right of any Synaptics stockholder or beneficial owner of Synaptics common stock who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Synaptics stockholder’s or beneficial owner of Synaptics common stock’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the effective time.

SYNAPTICS STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT AND BENEFICIAL OWNERS OF SHARES OF SYNAPTICS COMMON STOCK WHO INSTRUCT SUCH PERSONS’ BROKERS, BANKS OR OTHER NOMINEES TO VOTE SUCH PERSONS’ SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a Synaptics stockholder’s statutory appraisal rights. Consequently, any Synaptics stockholder or beneficial owner of Synaptics common stock wishing to exercise appraisal rights is encouraged to consult legal counsel and financial advisors before attempting to exercise those rights.

At the effective time, outstanding Synaptics RSUs, Synaptics PSUs and Synaptics MSUs, will be treated as described below and in more detail under “The Merger Agreement—Treatment of Synaptics Equity Awards” beginning on page 85 of this proxy statement.

Each Synaptics RSU, Synaptics PSU and Synaptics MSU that is outstanding and not vested immediately prior to the effective time and that is held by an individual who, immediately after the effective time, is an employee of onsemi within the meaning of Form S-8, will generally be assumed by onsemi and converted into a corresponding award denominated in shares of onsemi common stock (with Synaptics RSUs and Synaptics MSUs converted into restricted stock unit awards and Synaptics PSUs converted into performance-based stock unit awards), covering a number of shares of onsemi common stock determined by multiplying the number of shares of Synaptics common stock subject to the award by the Conversion Ratio (rounded to the nearest whole share) and otherwise subject to the same terms and conditions (including time-based vesting conditions) as applied to the award immediately prior to the effective time. For Synaptics PSUs, any performance conditions for a performance period that has not yet closed will be deemed satisfied at target level, and the converted award will remain subject to the applicable time-based vesting conditions. For Synaptics MSU Awards, the number of shares subject to the converted award will be determined based on actual performance of the applicable performance conditions as of immediately prior to the effective time.

Each Synaptics RSU, Synaptics PSU and Synaptics MSU that is (i) vested but not yet settled as of immediately prior to the effective time, (ii) by its terms becomes vested in connection with the closing or (iii) held by a non-employee member of the Synaptics board as of immediately prior to the effective time will generally be cancelled and converted into the right to receive an amount of Merger Consideration based on the number of shares of Synaptics common stock subject to the award, after giving effect to any accumulated dividend equivalent rights (with performance-based awards measured as described above), and subject to applicable tax withholding.

onsemi will reserve for issuance a sufficient number of shares of onsemi common stock for delivery in respect of the assumed and converted Synaptics equity awards and will file a registration statement on Form S-8 (or another appropriate form) relating to those shares.

For a more detailed description of the treatment of Synaptics equity awards, including the treatment of awards held by non-U.S. grantees, see “The Merger Agreement—Treatment of Synaptics Equity Awards” beginning on page 85 of this proxy statement.

The receipt of cash by Synaptics stockholders in exchange for shares of Synaptics common stock will be a taxable transaction for U.S. federal income tax purposes. Accordingly, such receipt of cash by each Synaptics stockholder that is a U.S. holder (as defined under the section, “U.S. Federal Income Tax Consequences of the Merger”) generally will result in the recognition of gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. holder receives in the Merger and such U.S. holder’s adjusted tax basis in the shares of Synaptics common stock surrendered pursuant to the Merger by such Synaptics stockholder.

The U.S. federal income tax consequences of the Merger to U.S. holders are discussed in more detail in the section titled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 107 of this proxy statement. The discussion of the U.S. federal income tax consequences contained in this proxy statement is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. Such consequences may vary with, or be dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Under the Merger Agreement, Synaptics is required to use reasonable best efforts to take any actions that may be required under its existing indentures and related capped call transactions prior to the effective time and to provide customary cooperation reasonably requested by onsemi in connection with the requirements of its indentures and capped call transactions in connection with the consummation of the Merger. In particular, at onsemi’s request and at onsemi’s sole cost and expense (including with respect to principal of and interest on the Synaptics Senior Notes), Synaptics is required to use reasonable best efforts to exercise its right to redeem, discharge, defease, or make an offer to repurchase the Synaptics Senior Notes in accordance with their terms, with any such redemption, discharge, defeasance, or repurchase to be effective at the effective time or such later time as onsemi may request. Synaptics is not required to pay or deposit any amounts needed to redeem, discharge, defease, or repurchase the Synaptics Senior Notes prior to the effective time, except to the extent such amounts and related expenses have been previously provided by onsemi. In addition, upon onsemi’s request, Synaptics is required to use reasonable best efforts to engage in discussions with each of the capped call dealer counterparties with respect to, and cooperate with onsemi to obtain the consent of each capped call dealer counterparty for, the termination, settlement, cancellation, adjustment, modification and/or payment (in each case in whole or in part) of, as applicable, at or as promptly as practicable following the effective time, the capped call transactions.

onsemi currently intends to cause Synaptics to redeem and/or discharge the Synaptics Senior Notes in connection with the Merger; however, this is not a requirement of the Merger Agreement and, accordingly, onsemi may change its intent or choose to take a different approach with respect to the Synaptics Senior Notes. This disclosure does not constitute a notice of redemption with respect to the Synaptics Senior Notes.

The Merger Agreement also requires Synaptics to use its reasonable best efforts to deliver to onsemi (i) an executed payoff letter with respect to Synaptics’ existing $350 million senior secured revolving credit facility with Wells Fargo Bank, National Association and (ii) all related lien release documentation necessary to effect the release of any liens related to such senior secured revolving credit facility. At closing, as required under the existing indenture governing the Synaptics Convertible Notes, Synaptics will enter into a supplemental indenture providing that the Merger Consideration will constitute “Reference Property” into which the Synaptics Convertible Notes will be convertible.

Prior to the closing, onsemi will select onsemi’s transfer agent or, after consultation with Synaptics, another reputable bank or trust company reasonably satisfactory to onsemi and Synaptics, to act as exchange agent in the Merger for the payment and delivery of the aggregate Merger Consideration. At or prior to the effective time, onsemi will cause to be deposited with the exchange agent cash in the amount sufficient to pay the aggregate Merger Consideration pursuant to the Merger Agreement. Within five business days following the effective time, onsemi will cause the exchange agent to mail to the record holders of certificates representing Synaptics common stock (i) a letter of transmittal in customary form containing such provisions as onsemi and Synaptics may reasonably specify (including a provision that delivery of certificates shall be effected, and risk of loss and title to shares of Synaptics common stock shall pass, only upon delivery of such certificates to the exchange agent) and (ii) instructions for use in effecting the surrender of such certificates in exchange for the Merger Consideration. Upon surrender of such certificate to the exchange agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the exchange agent or onsemi, onsemi will cause the exchange agent to pay and deliver as promptly as practicable after the effective time the Merger Consideration for each share of Synaptics common stock

formerly represented by such certificate (less any applicable withholding taxes) and the certificate surrendered will be thereafter cancelled. At the effective time, each certificate formerly representing any share of Synaptics common stock and each uncertificated share of Synaptics common stock will cease to be outstanding and will represent only the right to receive the applicable Merger Consideration pursuant to the Merger Agreement.

If the Merger is completed, shares of Synaptics common stock will no longer be listed on Nasdaq and will be deregistered under the Exchange Act.

The following is a summary of the material terms and conditions of the Merger Agreement. This summary may not contain all the information about the Merger Agreement that is important to you. This summary set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the Amended and Restated Agreement and Plan of Merger, dated October 1, 2026, which is attached as Annex A to, and incorporated by reference into, this proxy statement. You are encouraged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger and the rights and obligations of the parties to the Merger Agreement are governed by the express terms of the Merger Agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants, and agreements described below and included in the Merger Agreement were made only for purposes of the Merger Agreement as of specific dates, were solely for the benefit of the parties to the Merger Agreement (except as otherwise specified therein), and may be subject to important qualifications, limitations, and supplemental information agreed to by onsemi, Merger Sub, and Synaptics in connection with negotiating the terms of the Merger Agreement, including being qualified by reference to confidential disclosures. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC. Except for the right of Synaptics stockholders to receive the Merger Consideration (as applicable), investors and security holders (in their capacities as such) are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants, and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of onsemi, Merger Sub, and Synaptics or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and the representations and warranties in the Merger Agreement do not purport to be accurate as of the date of this proxy statement. In addition, you should not rely on the covenants and agreements in the Merger Agreement as actual limitations on the respective businesses of onsemi, Merger Sub, and Synaptics because the parties to the Merger Agreement may take certain actions that are either expressly permitted in the confidential disclosure schedules to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A to this proxy statement, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding onsemi, Merger Sub, and Synaptics or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone or relied upon as characterizations of the actual state of facts or conditions of Synaptics, onsemi, Merger Sub or any of their respective subsidiaries or affiliates, and you should carefully read the information provided elsewhere in this document and in the filings that each of onsemi and Synaptics has made or will make with the SEC in their entirety. See the section titled “Where You Can Find More Information” beginning on page 122 of this proxy statement.

On October 1, 2026, onsemi, Merger Sub and Synaptics entered into the Merger Agreement. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time, Merger Sub will be merged with and into Synaptics in accordance with the DGCL, whereupon the separate corporate existence of Merger Sub will cease, and Synaptics will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of onsemi. The Merger will have the effects set forth in the Merger Agreement and the applicable provisions of the DGCL.

At the effective time, the certificate of incorporation of Synaptics in effect immediately prior to the effective time will be amended and restated in its entirety to be in the form attached as Exhibit B to the Merger Agreement, except that the name of the Surviving Corporation will be “Synaptics Incorporated”. In addition, subject to the indemnification obligations under the Merger Agreement, the bylaws of Merger Sub in effect immediately prior to the effective time will be the bylaws of the Surviving Corporation, until thereafter amended in accordance with applicable law.

From and after the effective time, until their respective successors are duly elected or appointed and qualified in accordance with applicable law and the Surviving Corporation’s organizational documents, the directors of Merger Sub

immediately prior to the effective time will be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the effective time will be the officers of the Surviving Corporation.

Unless another time, date or place is agreed to in writing by onsemi and Synaptics, the closing of the Merger will take place at the offices of Baker & McKenzie LLP in Palo Alto, California, or remotely by the exchange of documents and signatures (or their electronic counterparts), on a date to be designated jointly by onsemi and Synaptics, which will be no later than the fifth business day after the satisfaction or, to the extent permitted under the Merger Agreement and applicable law, waiver of the last to be satisfied or waived of all of the conditions to the parties’ respective obligations to effect the Merger (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of each such condition at the closing), unless another time or date is agreed to in writing by onsemi and Synaptics. These conditions are described below under “—Conditions to the Merger” beginning on page 103 of this proxy statement.

Subject to the provisions of the Merger Agreement, at the closing, the parties will cause the Merger to be consummated by filing a certificate of merger in requisite and customary form and substance with the Secretary of State of the State of Delaware, and by making all other filings or recordings required by the DGCL in connection with effecting the Merger. The Merger will become effective at the time the certificate of merger is filed with the Secretary of State of the State of Delaware, or at such later time as onsemi and Synaptics may mutually agree in writing and specify in the certificate of merger.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, each share of Synaptics common stock issued and outstanding immediately prior to the effective time (other than the cancelled shares and any dissenting shares, as described below under “—Effect on Synaptics common stock”) will be converted into the right to receive $123.00 per share in cash, without interest.

Notwithstanding anything in the Merger Agreement to the contrary, if, during the period from the date of the Merger Agreement through the effective time, the outstanding shares of Synaptics common stock are changed or converted into a different number or class or series of shares by reason of any stock split, division, combination, exchange or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into Synaptics common stock), reverse stock split, consolidation of shares, reorganization, reclassification, recapitalization or other similar transaction or similar change, or a record date with respect to any such event occurs during such period, then the Merger Consideration (including the Conversion Ratio) and any other similarly dependent items, as the case may be, will be adjusted, without duplication, to the extent appropriate to provide the same economic effect as contemplated by the Merger Agreement prior to such action.

Each of onsemi, the exchange agent, Merger Sub, Synaptics, and the Surviving Corporation, as applicable, will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement any amounts that are required to be deducted and withheld with respect to the making of such payment under the Code or any other applicable law relating to taxes. To the extent that amounts are so deducted or withheld and, if required, paid over to the appropriate governmental entity, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding were made.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, automatically, by virtue of the Merger and without any further action on the part of onsemi, Merger Sub, Synaptics or any Synaptics stockholder, each share of Synaptics common stock issued and outstanding immediately prior to the effective time (other than the cancelled shares and any dissenting shares described below) will be converted into the right to receive $123.00 per share in cash, without interest.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, automatically and without any further action on the part of onsemi, Merger Sub, Synaptics or any Synaptics stockholder, each share of Synaptics common stock issued and outstanding immediately prior to the effective time that is owned or held in Synaptics’ treasury or by any Synaptics subsidiary, and each share of Synaptics common stock owned by onsemi, any onsemi subsidiary or Merger Sub immediately prior to the effective time, will be cancelled and will cease to exist, and no consideration will be paid or payable in respect of those shares.

Dissenting shares will not be converted into the right to receive the Merger Consideration. At the effective time, the dissenting shares will be cancelled and cease to exist, and the holder will cease to have any rights with respect to those shares except the rights granted under the DGCL. If the holder fails to perfect, withdraws or otherwise loses appraisal rights, the shares will be treated as if they had been converted at the effective time into the right to receive the Merger Consideration, without interest, upon compliance with the applicable surrender procedures.

At the effective time, automatically and by virtue of the Merger, each issued and outstanding share of common stock of Merger Sub will be converted into and become one fully paid and non-assessable share of common stock of the Surviving Corporation, and those shares will constitute the only outstanding shares of capital stock of the Surviving Corporation.

From and after the effective time, all holders of shares of Synaptics common stock (including Synaptics stock certificates and Synaptics book-entry shares) will cease to have any rights as Synaptics stockholders, other than the right to receive the Merger Consideration into which their shares were converted (or, in the case of dissenting shares, the rights provided under Section 262 of the DGCL), without interest, upon surrender of their shares. At the effective time, the stock transfer books of Synaptics will be closed with respect to all shares of Synaptics common stock outstanding immediately prior to the effective time, and there will be no further registration of transfers of such shares thereafter.

Notwithstanding anything in the Merger Agreement to the contrary, subject to their compliance with the procedures set forth in Section 262 of the DGCL, dissenting shares will not be converted into the right to receive the Merger Consideration, but will instead be entitled to the rights provided under Section 262 of the DGCL at the effective time, subject to the holder’s failure to perfect, withdrawal or loss of appraisal rights, in which case the shares will be treated as if converted into the right to receive the Merger Consideration. See “The Merger—Appraisal Rights” beginning on page 74 of this proxy statement.

Pursuant to the Merger Agreement, at the effective time, each Synaptics RSU that is outstanding and unvested immediately prior to the effective time and held by an individual who, immediately after the effective time, is an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a restricted stock unit award denominated in shares of onsemi common stock, covering a number of shares of onsemi common stock equal to the product, rounded to the nearest whole number, of (x) the number of shares of Synaptics common stock underlying such Synaptics RSU and (y) the Conversion Ratio, subject to the same terms and conditions as applied immediately prior to the effective time. Each Synaptics RSU that is (A) vested but not yet settled as of immediately prior to the effective time, (B) by its terms becomes vested in connection with the closing or (C) is held by a non-employee member of Synaptics board immediately prior to the effective time will be cancelled, and the former holder will have the right to receive a cash payment equal to the product of (x) the per share Merger Consideration and (y) the applicable number of shares of Synaptics common stock subject to such award and after giving effect to any accumulated dividend equivalent rights (subject to applicable tax withholding).

Each Synaptics PSU that is outstanding and unvested immediately prior to the effective time and held by an individual who, immediately after the effective time, is an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a performance-based stock unit award denominated in shares of onsemi common stock, covering a number of shares of onsemi common stock equal to the product, rounded to the nearest whole number, of the number of shares of Synaptics common stock underlying such Synaptics PSU multiplied by the Conversion Ratio, subject to the same terms and conditions as applied immediately prior to the effective time, except that for purposes of determining the number of shares of Synaptics common stock subject to each such converted Synaptics PSU, the applicable performance conditions for Synaptics PSUs for which the performance period has not yet closed will be deemed satisfied at target level, with the resulting onsemi performance-based stock unit awards subject only to time-based vesting conditions. Each Synaptics PSU that is (A) vested but not yet settled as of immediately prior to the effective time, (B) by its terms becomes vested in connection with the closing or (C) is held by a non-employee member of the Synaptics board as of immediately prior to the effective time will be cancelled, and the former holder will have the right to receive an amount of Merger Consideration equal to the product of (x) the per share Merger Consideration

and (y) the applicable number of shares of Synaptics common stock subject to such award, determined as if the performance conditions were satisfied at target level for Synaptics PSUs for which the performance period has not yet closed and after giving effect to any accumulated dividend equivalent rights (subject to applicable tax withholding).

Each Synaptics MSU that is outstanding and unvested immediately prior to the effective time, and is held by an individual who, immediately after the effective time, is an employee of onsemi within the meaning of Form S-8, will be assumed by onsemi and converted into a restricted stock unit award denominated in shares of onsemi common stock, covering a number of shares of onsemi common stock equal to the product, rounded to the nearest whole number, of the number of shares of Synaptics common stock underlying such Synaptics MSU (with such number determined based on actual performance of the performance conditions applicable to such Synaptics MSU as of immediately before the effective time) multiplied by the Conversion Ratio, with the resulting onsemi restricted stock unit awards subject only to time-based vesting conditions and otherwise subject to the same terms and conditions as applied immediately prior to the effective time. Each Synaptics MSU that is (A) vested but not yet settled as of immediately prior to the effective time, (B) by its terms becomes vested in connection with the closing or (C) is held by a non-employee member of the Synaptics board as of immediately prior to the effective time will be cancelled, and the former holder thereof will have the right to receive an amount of Merger Consideration equal to the product of (x) the per share Merger Consideration and (y) the applicable number of shares of Synaptics common stock subject to such award, determined based on actual performance of the applicable performance conditions and after giving effect to any accumulated dividend equivalent rights (subject to applicable tax withholding).

If the treatment specified in the Merger Agreement for a non-U.S. grantee would be otherwise prohibited, subject to onerous regulatory requirements, or subject to adverse tax treatment under applicable law, onsemi may provide compensation equivalent in value to the non-U.S. grantee in the form of a cash payment, reduced by applicable taxes, or a new equity award, as reasonably determined by onsemi in consultation with Synaptics.

onsemi will take all corporate action necessary to reserve for issuance a sufficient number of shares of onsemi common stock for delivery with respect to the Synaptics equity awards assumed and converted as described above, and onsemi will file with the SEC, on the closing date, a registration statement on Form S-8 (or another appropriate form) relating to those shares, and will use its reasonable best efforts to cause that registration statement to remain in effect for so long as those assumed and converted Synaptics equity awards remain outstanding.

Pursuant to the Merger Agreement, as soon as practicable following the date of the Merger Agreement, Synaptics will take all actions with respect to the ESPP that are necessary to: (i) cause the current ESPP offering period to be the final offering period, such that no new offering period will start under the ESPP after the date of the Merger Agreement, and cause the current ESPP offering period to be terminated no later than the business day immediately preceding the closing (the “Final Exercise Date”), (ii) make any pro-rata adjustments that may be necessary to reflect the shortened offering period but otherwise treat such shortened offering period as a fully effective and completed offering period for all purposes under the ESPP, (iii) cause each participant’s outstanding purchase right under the ESPP (the “ESPP Rights”) to be exercised as of the Final Exercise Date, (iv) provide that no new participants enroll in the ESPP after the date of the Merger Agreement and that no current participant in the ESPP can increase his or her payroll deductions from those in effect on the date of the Merger Agreement, and (v) terminate the ESPP as of the effective time. No further ESPP Rights shall be granted or exercised under the ESPP after the Final Exercise Date.

On the Final Exercise Date, the funds credited as of such date under the ESPP within the associated accumulated payroll withholding account for each participant under the ESPP shall be used to purchase shares of Synaptics common stock in accordance with the terms of the ESPP, and each share purchased immediately prior to the effective time shall be cancelled at the effective time and converted into the right to receive Merger Consideration. Unused payroll contributions will be refunded to the applicable participants.

Under the Merger Agreement, Synaptics is required to use reasonable best efforts to take any actions that may be required under its existing indentures and related capped call transactions prior to the effective time and to provide

customary cooperation reasonably requested by onsemi in connection with the requirements of its indentures and capped call transactions in connection with the consummation of the Merger. In particular, at onsemi’s request and at onsemi’s sole cost and expense (including with respect to principal of and interest on the Synaptics Senior Notes, Synaptics is required to use reasonable best efforts to exercise its right to redeem, discharge, defease, or make an offer to repurchase the Synaptics Senior Notes in accordance with their terms, with any such redemption, discharge, defeasance, or repurchase to be effective at the effective time or such later time as onsemi may request. Synaptics is not required to pay or deposit any amounts needed to redeem, discharge, defease, or repurchase the Synaptics Senior Notes prior to the effective time, except to the extent such amounts and related expenses have been previously provided by onsemi. In addition, upon onsemi’s request, Synaptics is required to use reasonable best efforts to engage in discussions with each of the capped call dealer counterparties with respect to, and cooperate with onsemi to obtain the consent of each capped call dealer counterparty for, the termination, settlement, cancellation, adjustment, modification and/or payment (in each case in whole or in part) of, as applicable, at or as promptly as practicable following the effective time, the capped call transactions.

onsemi currently intends to cause Synaptics to redeem and/or discharge the Synaptics Senior Notes in connection with the Merger; however, this is not a requirement of the Merger Agreement and, accordingly, onsemi may change its intent or choose to take a different approach with respect to the Synaptics Senior Notes. This disclosure does not constitute a notice of redemption with respect to the Synaptics Senior Notes.

The Merger Agreement also requires Synaptics to use its reasonable best efforts to deliver to onsemi (i) an executed payoff letter with respect to Synaptics’ existing $350 million senior secured revolving credit facility with Wells Fargo Bank, National Association and (ii) all related lien release documentation necessary to effect the release of any liens related to such senior secured revolving credit facility. At closing, as required under the existing indentures governing the convertible notes, Synaptics will enter into a supplemental indenture providing that the cash Merger Consideration will constitute “Reference Property” into which the convertible notes will be convertible.

The Merger Agreement contains customary representations and warranties made by Synaptics, onsemi and Merger Sub.

The representations and warranties of Synaptics in the Merger Agreement relate to, among other things:

The representations and warranties of onsemi and Merger Sub in the Merger Agreement relate to, among other things:

The representations and warranties made by Synaptics, onsemi and Merger Sub are subject to important exceptions, qualifications and limitations, including exceptions based on materiality or a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, and are further qualified by documents filed with or furnished to the SEC and by the confidential disclosure schedules delivered by each party. None of the representations and warranties contained in the Merger Agreement, or contained in any certificate, schedule or document delivered pursuant to the Merger Agreement, will survive the effective time. This does not limit any covenant or agreement of the parties contained in the Merger Agreement that by its terms is to be performed, in whole or in part, after the effective time.

Many of the representations and warranties of the parties in the Merger Agreement are qualified by a “material adverse effect” standard with respect to the party making such representations and warranties.

For purposes of the Merger Agreement, “Company Material Adverse Effect” means any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission (each, an “Effect”) that (i) has had a material adverse effect on the business, condition (financial or otherwise), assets and liabilities (taken together), or results of operations of Synaptics and its subsidiaries taken as a whole, or (ii) prevents, materially impairs, materially impedes or materially delays (including delaying past the End Date) the consummation by Synaptics of the Merger and the other transactions contemplated by the Merger Agreement on or before the End Date.

However, solely with respect to clause (i) of the preceding sentence, no Effect resulting from or arising out of any of the following will be deemed to constitute, or be taken into account in determining the existence of, a Company Material Adverse Effect as applicable:

Notwithstanding the foregoing, any Effect described in the first, second, fifth, sixth, or seventh bullets above may be taken into account in determining whether a Company Material Adverse Effect has occurred if, and solely to the extent that, such Effect has a disproportionate adverse impact on the Company and its subsidiaries, taken as a whole, as compared to other companies of comparable size operating in the same industries, geographies and markets (and, in such case, only to the extent of such disproportionate adverse impact).

For purposes of the Merger Agreement, “Parent Material Adverse Effect” means any Effect that prevents, materially delays or materially impairs the consummation by onsemi or Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, including the obligation to pay the Merger Consideration; provided that the absence or failure to obtain any consent, approval, waiver, or clearance under applicable antitrust laws and foreign direct investment laws shall not in and of itself be a Parent Material Adverse Effect.

Under the Merger Agreement, Synaptics has agreed to certain covenants restricting the conduct of its and its subsidiaries’ businesses during the period from June 25, 2026, until the earlier of the Closing and the valid termination of the Merger Agreement. In general, except (1) with the prior written consent of onsemi (which consent may not be unreasonably withheld, conditioned or delayed), (2) as set forth in the confidential disclosure schedule delivered by Synaptics to onsemi, (3) as required by applicable legal requirements, or (4) as expressly permitted or required by the Merger Agreement, Synaptics has agreed that it will, and will cause its subsidiaries to, use commercially reasonable efforts to (a) conduct its business in the ordinary course consistent with past practice in all material respects and (b) preserve intact in all material respects its and its subsidiaries’ current business organization, keep available the services of its current officers, and maintain in all material respects its relations and goodwill with the persons having material business relationships with Synaptics or its subsidiaries.

Without limiting the generality of the foregoing, during the same period and subject to the same exceptions, Synaptics has agreed that it will not, and will not permit its subsidiaries to, directly or indirectly:

In addition, without onsemi’s prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Synaptics nor any of its subsidiaries or affiliates may grant, through any contract, any material accommodation or concession to any third party to obtain its consent to the transactions contemplated by the Merger Agreement.

Nothing in the Merger Agreement gives onsemi, directly or indirectly, the right to control or direct the operations of Synaptics or its subsidiaries, or gives Synaptics, directly or indirectly, the right to control or direct the operations of onsemi or its subsidiaries, prior to the effective time, and prior to the effective time each of Synaptics and onsemi will exercise complete control and supervision over its and its respective subsidiaries’ businesses, assets and operations, consistent with the terms and conditions of the Merger Agreement.

Synaptics has agreed to prepare, in consultation with Parent, and cause to be filed this proxy statement, in preliminary form with the SEC as promptly as reasonably practicable and within 10 days after the date of the Merger Agreement. Synaptics will cause the definitive proxy statement to be mailed to its stockholders as promptly as practicable after the date on which Synaptics learns that the proxy statement will not be reviewed or that the SEC staff has no further comments thereon.

The parties have also agreed to cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on, this proxy statement (including any amendments or supplements) and any substantive correspondence with the SEC (including all responses to SEC comments), prior to filing with the SEC or mailing.

Under the Merger Agreement, Synaptics must take all action necessary under applicable law and its organizational documents after the date on which Synaptics learns that the proxy statement will not be reviewed or that the SEC staff has no further comments thereon to, as promptly as reasonably practicable (and in any event within 30 days thereafter),

duly call, give notice of and hold the Special Meeting for the purpose of obtaining the required Synaptics stockholder vote. Subject to the provisions described below under “—Synaptics Change in Recommendation” beginning on page 93 of this proxy statement, the Synaptics board is required to include in this proxy statement its recommendation that Synaptics stockholders vote in favor of the adoption of the Merger Agreement and, except in the case where the Synaptics board has made a Synaptics Change in Recommendation, to use reasonable best efforts to solicit proxies in favor of the adoption of the Merger Agreement. Synaptics may not postpone or adjourn the Special Meeting without onsemi’s prior written consent, other than (a) to the extent reasonably necessary to ensure that any supplement or amendment to this proxy statement that the Synaptics board has determined in good faith after consultation with outside counsel is required by applicable law is disclosed to Synaptics stockholders and for such supplement or amendment to be promptly disseminated to stockholders within a reasonable amount of time prior to the Special Meeting, (b) if required by applicable law or a request from the SEC or its staff, or (c) if as of the time for which the Special Meeting is scheduled there are insufficient shares of Synaptics common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting. In addition, Synaptics may, and if onsemi so requests at any time prior to the date that is four months from the date on which Synaptics learns that the proxy statement will not be reviewed or that the SEC staff has no further comments thereon, Synaptics must, postpone or adjourn the Special Meeting in order to solicit additional proxies in favor of the adoption of the Merger Agreement if, on the date for which the Special Meeting is scheduled, there would be insufficient votes to obtain the required Synaptics stockholder vote, whether or not a quorum is present, in which case, except in the case where the Synaptics board has made a Synaptics Change in Recommendation, Synaptics must use reasonable best efforts during any such postponement or adjournment to solicit and obtain proxies in favor of the adoption of the Merger Agreement as soon as reasonably practicable. Any such adjournments or postponements are subject to the following limitations: they must be for the minimum duration reasonably necessary to accomplish their purpose (and, in the case of adjournments for the absence of a quorum, for no more than five business days each time), without onsemi’s prior written consent (not to be unreasonably withheld, in the cases of adjournments under clauses (a) and (b) above) all adjournments and postponements taken together may not cause the date of the Special Meeting to be more than 20 business days after the date for which the Special Meeting was originally scheduled (unless otherwise required by applicable law), and in no event may the Special Meeting be adjourned or postponed to a date that is less than five business days prior to the End Date. Even if the Synaptics board makes a Synaptics Change in Recommendation, unless the Merger Agreement has been earlier terminated in accordance with its terms, Synaptics remains obligated to submit the adoption of the Merger Agreement to a vote of its stockholders at the Special Meeting.

Under the Merger Agreement, the Synaptics board has recommended that Synaptics stockholders adopt and approve the Merger Agreement (the “Synaptics board recommendation”), and, subject to the exceptions described below, Synaptics has agreed to include the Synaptics board recommendation in this proxy statement. Except as described below, neither the Synaptics board nor any committee of it may (i) withhold, withdraw, modify, amend or qualify (or publicly propose to do so) the Synaptics board recommendation in a manner adverse to onsemi or Merger Sub, or fail to include the Synaptics board recommendation in this proxy statement; (ii) approve, endorse, adopt, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly recommend against any tender or exchange offer relating to Synaptics equity securities within ten business days after it is commenced; (iv) if requested by onsemi, fail to publicly reaffirm the Synaptics board recommendation within a specified period after a Company Acquisition Proposal is publicly made or modified; (v) cause or permit Synaptics to enter into any merger, acquisition, purchase or similar agreement relating to an Acquisition Transaction (other than a permitted confidentiality agreement); (vi) take any action to make any anti-takeover statute inapplicable to any Company Acquisition Proposal; or (vii) publicly propose, resolve or agree to do any of the foregoing (any action described in the foregoing clauses (i) through (iv), a “Synaptics Change in Recommendation”).

Notwithstanding these restrictions, at any time prior to obtaining the required vote of Synaptics stockholders, the Synaptics board may make a Synaptics Change in Recommendation, and authorize Synaptics to terminate the Merger Agreement to concurrently enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement), in response to a bona fide written Company Acquisition Proposal received after the date of the Merger Agreement that has not been withdrawn and did not result from a material breach of the non-solicitation covenant, if and only if:

If there is any change to the financial terms or any other material terms of the Company Acquisition Proposal, Synaptics must deliver a new notice to onsemi and comply with the notice and good faith negotiation requirements again, except that the original four-business-day notice period is extended to ensure that at least two business days remain therein.

In addition, at any time prior to obtaining the required vote of Synaptics stockholders, and other than in connection with an Company Acquisition Proposal, the Synaptics board may make a Synaptics Change in Recommendation in response to an “Intervening Event” if the Synaptics board determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties, subject to substantially similar advance-notice and good faith negotiation requirements. An “Intervening Event” generally means a material state of facts, event, change, effect, circumstance, occurrence or development arising after the date of the Merger Agreement that was not known or reasonably foreseeable by the Synaptics board as of that date, that does not result from Synaptics’ material breach of its non-solicitation and related covenants, and that does not result from or relate to an Acquisition Proposal, the announcement or pendency of the transactions, or (in and of itself) any change in the trading price or trading volume of Synaptics or onsemi common stock or Synaptics exceeding any projections or forecasts.

Even if the Synaptics board makes a Synaptics Change in Recommendation, unless the Merger Agreement has been earlier terminated in accordance with its terms (including by Synaptics to concurrently enter into a definitive agreement with respect to a Superior Proposal), Synaptics remains obligated to submit the adoption of the Merger Agreement to a vote of its stockholders at the Special Meeting. Nothing in the Merger Agreement prohibits Synaptics, the Synaptics board or their representatives from taking and disclosing to Synaptics stockholders a position contemplated by Rule 14e-2(a), complying with Rule 14d-9, or issuing a “stop, look and listen” communication under Rule 14d-9(f) under the Exchange Act, so long as any such communication that would constitute a Synaptics Change in Recommendation is made only in accordance with the provisions described above.

For purposes of the Merger Agreement, a “Superior Proposal” generally means a bona fide written Company Acquisition Proposal made after the date of the Merger Agreement that, if consummated, would result in a person or group (other than onsemi) becoming the beneficial owner of businesses that account for 50% or more of the consolidated net revenues, net income or assets of Synaptics and its subsidiaries, taken as a whole, or 50% or more of the outstanding total voting power of Synaptics’ equity securities, and that the Synaptics board determines in good faith (after consultation with its outside legal counsel and financial advisor, and taking into account the terms and conditions

of the proposal and any revisions committed to in writing by onsemi) is reasonably likely to be consummated on the terms proposed and would be more favorable to Synaptics stockholders, from a financial point of view, than the Merger (taking into account payment of the Synaptics termination fee).

As more fully described in this proxy statement and in the Merger Agreement, subject to the exceptions described below, Synaptics has agreed that it will not, and will cause its subsidiaries not to, and will direct and use reasonable best efforts to cause its and their respective directors, officers and other representatives not to, directly or indirectly:

Synaptics also agreed that, promptly following the execution of the Merger Agreement (and in no event later than 24 hours after its public announcement), it would, and would cause its subsidiaries and their representatives to, immediately cease and terminate any existing solicitation of, or discussions or negotiations with, any person (other than onsemi and its representatives) relating to any Company Acquisition Proposal, terminate access to any data room relating to any potential Acquisition Proposal, and request the return or destruction of non-public information previously furnished to such persons.

These restrictions are subject to limited exceptions. Synaptics may communicate with a person solely to request clarification of the terms of, or to determine whether, an unsolicited inquiry or proposal (that did not result from a material breach of the non-solicitation covenant) constitutes a Company Acquisition Proposal, without providing non-public information, negotiating or discussing valuation or other material terms. In addition, at any time prior to obtaining the required vote of Synaptics stockholders, Synaptics and its representatives may engage in discussions or negotiations with, and furnish non-public information to, a person that has made a bona fide written Company Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of the non-solicitation covenant if: (i) prior to taking such action, the Synaptics board determines in good faith, after consultation with its outside legal counsel and financial advisor, that the Company Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and that the failure to take such action would reasonably be expected to be inconsistent with the Synaptics board’s fiduciary duties to Synaptics stockholders under applicable law; and (ii) before furnishing any non-public information, Synaptics receives from such person an executed confidentiality agreement containing terms at least as restrictive of such person, and no less favorable to Synaptics, as the existing non-disclosure agreement between Synaptics and onsemi’s affiliate (which need not contain a standstill provision) and that expressly permits Synaptics to comply with its non-solicitation obligations under the Merger Agreement. Prior to or substantially concurrently with providing any non-public information to such person, Synaptics

must make that non-public information available to onsemi to the extent not previously made available. Synaptics must promptly (and in any event within 24 hours) inform onsemi of the Synaptics board’s determination to engage in such discussions or negotiations or furnish such information, and thereafter keep onsemi reasonably informed, in writing and on a current basis (and in any event within 24 hours), of material changes to the status and terms of any such discussions, negotiations or Company Acquisition Proposal.

Synaptics must promptly (and in no event later than 24 hours after receipt) notify onsemi in writing of any Company Acquisition Proposal, or any inquiry or request for information that is reasonably likely to lead to a Company Acquisition Proposal, including the identity of the person making it and unredacted copies of all written materials exchanged describing its terms, and must thereafter keep onsemi reasonably informed, on a current basis (and in any event within one business day), of the status and material terms of, and any material changes to, any such Company Acquisition Proposal.

For purposes of the Merger Agreement, a “Company Acquisition Proposal” generally means any offer, indication of interest or proposal (other than by onsemi or its subsidiaries) relating to an “Acquisition Transaction,” which generally includes, among other things, a merger, consolidation or similar business combination involving Synaptics, the acquisition by any person or group of 20% or more of the outstanding voting power of Synaptics or of 20% or more of the consolidated assets of Synaptics and its subsidiaries, taken as a whole, or a tender or exchange offer that would result in any person or group acquiring 20% or more of the outstanding voting power of Synaptics.

onsemi and Synaptics each filed with the FTC and the DOJ their respective HSR notifications relating to the Merger on July 17, 2026. On August 12, 2026, the parties received notice that early termination of the waiting period under the HSR Act was granted by the FTC, effective as of August 12, 2026. onsemi and Synaptics have agreed in the Merger Agreement to, in consultation and cooperation with each other and as promptly as practicable and advisable after the date of the Merger Agreement, use reasonable best efforts to prepare and file (or pre-file as applicable) all other notifications required by the Specified Antitrust Jurisdictions with respect to the Merger and any other transactions contemplated by the Merger Agreement. onsemi may make, or may become required to make, merger notifications in additional jurisdictions—in certain cases voluntarily or at onsemi’s discretion, and in others only if a regulator asserts jurisdiction over or requests a filing with respect to the Merger; in such case, any such jurisdiction may also be deemed to be a Specified Antitrust Jurisdiction.

Further, subject to the terms and conditions set forth in the Merger Agreement, onsemi agreed to use its reasonable best efforts to take, or cause to be taken, all actions necessary to avoid or eliminate each and every impediment under applicable antitrust laws and foreign direct investment laws so that the transaction may be closed as promptly as possible, including:

Further, onsemi and Synaptics agreed to use their respective reasonable best efforts to contest and resist any action or proceeding challenging the Merger as violative of any antitrust law, and to have vacated, lifted, reversed, or overturned any decree, judgement, injunction, or other order, whether temporary, preliminary, or permanent, that in effect prohibits, prevents, or restricts consummation of the Merger.

Subject to the terms of the Merger Agreement, applicable laws relating to the sharing of information and the terms and conditions of the confidentiality agreement entered into by onsemi and Synaptics, dated as of April 13, 2026, from the date of the Merger Agreement until the effective time, each party to the Merger Agreement has also agreed to (i) consult with each other in good faith prior to taking a position with respect to any filing in the Specified Antitrust Jurisdictions, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, response to requests, briefs, white papers, arguments, opinions, and proposals before making or submitting any of the foregoing to any Governmental Entity, (iii) coordinate with the other in preparing and exchanging such information, (iv) promptly provide the other with copies of all written communications (and a summary of any oral presentations) made or submitted by each party with or to any Governmental Entity, and (v) consult with the other party in advance of any substantive meeting (including video conference or teleconference) with any Governmental Entity or, in connection with any proceeding by a private party, any other person and, to the extent not prohibited by the Governmental Entity or the other person, give the other party reasonable opportunity to attend and participate in such substantive meetings.

onsemi shall control, lead, direct, and implement the strategy for seeking and securing any actions or consents under the applicable antitrust laws and foreign direct investment laws, provided that onsemi may not commit to or agree with any Governmental Entity to stay, toll, or extend any applicable waiting period under any applicable antitrust law without prior written consent of Synaptics (such consent not to be unreasonably withheld, conditioned, or delayed); provided further, however, that onsemi has the right to take the lead in all meetings, communications, discussions, and negotiations with any Governmental Entity in connection with obtaining any such action or consent.

The Merger Agreement provides that, for a period of six years after the effective time, onsemi will cause the Surviving Corporation to indemnify and hold harmless, and provide advancement of expenses to, to the fullest extent permitted by the organizational documents of Synaptics or its subsidiaries in effect as of the date of the Merger Agreement, all current and former directors, officers, members and managers of Synaptics or its subsidiaries, and any person who at any time prior to the effective time served, at Synaptics’ or a subsidiary’s written request, as a director, officer, member or manager of another entity or as a fiduciary of a Synaptics benefit plan (the “indemnified parties”), in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time (including in connection with the approval of the Merger Agreement and the consummation of the Merger and the related transactions), whether asserted before, at or after the effective time, in connection with such service.

The parties have also agreed that, for six years after the effective time, all rights to exculpation, elimination or limitation of liability, indemnification and advancement of expenses in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time that exist as of the date of the Merger Agreement in favor of the indemnified parties under the organizational documents of Synaptics or its subsidiaries, or under any written indemnification agreement with Synaptics or its subsidiaries that is publicly filed with the SEC or set forth in the confidential disclosure schedule, will survive the Merger and continue in full force and effect. For the same six-year period, the Surviving Corporation will cause to be maintained the exculpation, indemnification and advancement provisions in Synaptics’ and its subsidiaries’ organizational documents and existing indemnification agreements, and, without the affected indemnified party’s consent, those provisions may not be amended, modified or repealed in a manner that would adversely affect the rights or protections of any indemnified party (except to the extent required by applicable law).

In addition, for a period of six years following the effective time, onsemi will cause the Surviving Corporation to maintain in effect Synaptics’ directors’ and officers’ liability insurance in effect immediately prior to the closing (or a comparable replacement policy) covering claims arising out of acts or omissions occurring at or prior to the effective time, on terms with respect to coverage and amounts no less favorable to the insureds than Synaptics’ existing policy. However, onsemi is not required to expend for such coverage more than 300% of the aggregate annual cost of Synaptics’ current directors’ and officers’ liability insurance (the “maximum amount”), and if the annual cost would exceed the maximum amount, the Surviving Corporation is required to maintain the most favorable coverage available for a cost not exceeding the maximum amount.