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 1.01item 2.03item 3.02item 8.01item 9.01

Source: SEC EDGAR

accession 0001140361-26-020642

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