ON Semiconductor issues $1.5B convertible notes, hedges dilution but adds warrant risk above $211

Filed May 12, 2026 · Period ending May 6, 2026 · ~2 min read

Key Changes

• high

  Issued $1.5B of 0% convertible senior notes due 2031, convertible at ~$161.30/share (6.1997 shares per $1,000 principal). Maximum dilution: 14.2M shares. Net proceeds $1.47B allocated to $332M concurrent share buyback (3.1M shares), debt repayment, and general purposes.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
• high

  Sold warrants to counterparties at $211.54 strike (100% premium to May 6 close of $105.77), covering up to 18.6M shares. If stock exceeds $211.54 at warrant maturity, company owes shares based on excess over strike, creating dilution risk despite hedging the notes.

  Item 8.01 — Other Events verify on EDGAR →
• medium

  Purchased convertible note hedges covering shares underlying the notes to reduce dilution and offset cash payments above principal upon conversion. Net cost ~$70.7M after warrant proceeds offset.

  Item 8.01 — Other Events verify on EDGAR →