---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-26-020642"
form_type: "8-K"
ticker: "ON"
cik: "0001097864"
company_name: "ON SEMICONDUCTOR CORP"
filed_at: "2026-05-11T22:37:57+00:00"
generated_at: "2026-05-12T10:19:53.325381+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# ON Semiconductor issues $1.5B 0% Convertible Notes due 2031; enters hedge and warrant deals

## Summary
- $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.

## SEC filing metadata
- accession: 0001140361-26-020642
- form_type: 8-K
- ticker: ON
- cik: 0001097864
- company_name: ON SEMICONDUCTOR CORP
- filed_at: 2026-05-11T22:37:57+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1097864/000114036126020642/0001140361-26-020642-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1097864/000114036126020642/ef20072923_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-26-020642
- JSON: https://secwatch.observer/filing/0001140361-26-020642.json
- Plain text: https://secwatch.observer/filing/0001140361-26-020642.txt

## Key facts
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1097864/000114036126020642/0001140361-26-020642-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1097864/000114036126020642/0001140361-26-020642-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.