ON SEMICONDUCTOR CORP (ON): debt financing — ON Semiconductor issues $1.5B 0% Convertible Notes due 2031; enters hedge and warrant deals

ON SEMICONDUCTOR CORP

$1.5B principal, zero-coupon, due May 1, 2031; initial conversion price ~$161.30 per share.
Net proceeds ~$1.4729B; ~$70.7M used for note hedges, ~$331.9M to repurchase 3.1M shares.
Concurrent warrant transactions: strike price $211.54 (100% premium over $105.77 close), covering up to 18.6M shares.
Notes are guaranteed by certain U.S. subsidiaries; redeemable after May 2029 if stock exceeds 130% of conversion price.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.99

ON SEMICONDUCTOR CORP incurred convertible notes of $1.5 billion aggregate principal amount with initial purchasers at 0% maturing May 1, 2031.

Instrument: convertible notes
Principal: $1.5 billion aggregate principal amount
Counterparty: initial purchasers
Rate: 0%
Maturity: May 1, 2031
Event: incurrence

Exact text from the filing

On May 11, 2026, ON Semiconductor Corporation (the “ Company ”) completed its previously announced private unregistered offering of $1.5 billion aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the “ Notes ”), which amount includes the full exercise of the initial purchasers’ option to purchase $200 million aggregate principal amount of additional Notes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

ON SEMICONDUCTOR CORP entered into Indenture for 0% Convertible Senior Notes due 2031 with Computershare Trust Company, National Association valued at $1,500,000,000 (effective 2026-05-11).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, National Association
Value: $1,500,000,000
Effective: 2026-05-11

Exact text from the filing

On May 11, 2026, ON Semiconductor Corporation (the “ Company ”) completed its previously announced private unregistered offering of $1.5 billion aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the “ Notes ”), which amount includes the full exercise of the initial purchasers’ option to purchase $200 million aggregate principal amount of additional Notes.

View on SEC.gov

225 debt financings filed in the last 30 days. Browse all debt financings →

ON SEMICONDUCTOR CORP filing history →

Source: SEC EDGAR

accession 0001140361-26-020642

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