onsemi prices $1.3B 0% convertible senior notes due 2031; concurrent $332M share buyback

ON SEMICONDUCTOR CORP

Priced $1.3B aggregate principal of 0% Convertible Senior Notes due 2031; initial purchasers option for additional $200M.
Initial conversion price ~$161.30/share, a 52.5% premium over May 6 close of $105.77.
Net proceeds ~$1,276.4M ($1,472.9M if option exercised); $61.2M for convertible note hedges, $331.9M to repurchase ~3.1M shares.
Entered separate convertible note hedge and warrant transactions to offset potential dilution; warrant strike at $211.54/share.
Closing expected May 11, 2026; notes mature May 1, 2031, subject to customary conditions.

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