AI brief of an SEC Form 8-K · ON Semiconductor (ON)

ON Semiconductor completes $1.5 billion convertible notes offering due 2031

Neutral Impact 4 of 5 financing Written later

ON Semiconductor completed a private offering of $1.5 billion of 0% Convertible Senior Notes due 2031 on May 11, 2026, including $200 million from the full exercise of the initial purchasers' option. The company used about $331.9 million of net proceeds to repurchase about 3.1 million common shares, and the filing says the notes may dilute shareholders only if converted, with hedge transactions expected to reduce that dilution.

Key points

  • Offering of $1.5 billion of 0% Convertible Senior Notes due May 1, 2031; net proceeds about $1,472.9 million
  • Initial conversion price about $161.30 per share; maximum of 14,181,600 shares issuable on conversion
  • About $331.9 million used to repurchase about 3.1 million shares; about $70.7 million cost of convertible note hedges, partly offset by warrant sales

The filing

CompanyON Semiconductor (ON)
Form8-K, current report
Filed with the SECMay 11, 2026, 6:37 PM ET
Accession number0001140361-26-020642

Items reported: 1.01 Material Definitive Agreement2.03 New Direct Financial Obligation3.02 Unregistered Equity Sale8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:10 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on May 11, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.