ON Semiconductor prices $1.3B convertible notes at 52.5% premium, uses proceeds for buyback

Filed May 7, 2026 · Period ending May 6, 2026 · ~1 min read

Key Changes

• high

  Priced $1.3 billion of 0% convertible senior notes due 2031 at $161.30 conversion price, a 52.5% premium to the $105.77 closing price on May 6, 2026. Notes convert at 6.1997 shares per $1,000 principal.

  Item 8.01 verify on EDGAR →
• high

  Will use $331.9 million of net proceeds to repurchase approximately 3.1 million shares concurrently with the offering, with remainder for debt repayment and general corporate purposes. Net proceeds total $1,276.4 million after fees.

  Exhibit 99.1 verify on EDGAR →
• medium

  Entered convertible note hedge transactions to reduce dilution from conversions and sold warrants at $211.54 strike price (100% premium to May 6 close). Hedge cost $61.2 million, partially offset by warrant proceeds.

  Exhibit 99.1 verify on EDGAR →