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Form 8-K · Current Report · Filed 2026-05-06

ON Semiconductor Announces $1.3 Billion Convertible Notes Offering

ON Semiconductor Corporation announced on May 6, 2026, the commencement of a private offering of $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031.

Filer
On Semiconductor Corporation ON · NASDAQ
Filed
Accession
0001140361-26-019207
CIK
0001097864
Signal
Medium impactTechnology

Details

The notes, exempt from Securities Act registration, will be offered to qualified institutional buyers. ON Semiconductor intends to use the net proceeds for convertible note hedge transactions, repurchase of up to $400 million of its common stock, and general corporate purposes, including debt repayment. The initial purchasers have an option to buy an additional $200 million of notes within 13 days of the initial offering. The notes will be senior unsecured obligations guaranteed by certain subsidiaries and are expected to pay interest semiannually. The conversion rate and other terms will be determined through negotiations with initial purchasers.

Items reported

Item events

Reported Item

New Debt Issued Financial Instrument Agreement

Market reaction

Close before filing

$102.67

Next session

-2.0%

Since filing

-20.5%

Latest close

$81.61

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from ON reporting the same item, with the next session's move:

Insider tape

Within 45 days of this filing, ON insiders reported 7 Form 4 transactions — net selling of $60K.

Full ON insider history →

About On Semiconductor Corporation

On Semiconductor Corporation, commonly known as onsemi, is a leading semiconductor supplier focused on complete intelligent sensing and energy-efficient solutions. The company provides innovative and reliable products that improve energy efficiency and enable the latest green technologies. onsemi's portfolio includes power management, analog, sensors, connectivity, custom, and system-on-chip (SoC) solutions. It serves a variety of markets, such as automotive, industrial, communications, and consumer electronics. The primary function of onsemi is to enhance the performance and efficiency of electronic products used in everyday life and in critical applications ranging from smart grids to advanced driver-assistance systems (ADAS). With a strong emphasis on research and development, onsemi is dedicated to driving advancements in technology that facilitate cleaner energy consumption and smarter electronic systems. Within the financial markets, onsemi plays a significant role given its strategic position in key growth sectors like electric vehicles and smart infrastructure. By leveraging cutting-edge technologies, the corporation continually contributes to the advancement of semiconductor technologies, reinforcing its relevance as a pivotal entity in the evolving landscape of global electronics and electrification initiatives.

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