onsemi (Nasdaq: ON) to raise $1.3B via 2031 convertible notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ON Semiconductor Corporation announced a proposed private offering of $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers may also buy up to an additional $200 million of notes.
onsemi plans to use the net proceeds to fund convertible note hedge transactions, repurchase up to $400 million of its common stock concurrently with pricing, and for general corporate purposes, including repayment of outstanding debt. The notes will be senior unsecured, guaranteed by certain subsidiaries, pay interest semiannually, and mature on May 1, 2031, with cash and/or share settlement upon conversion.
Positive
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Negative
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Insights
onsemi plans a sizable $1.3B convertible note deal with hedges and buybacks.
onsemi is proposing $1.3 billion of senior unsecured convertible notes due 2031, plus an option for an extra $200 million. This raises long-term capital while deferring dilution decisions through a flexible cash-or-stock conversion settlement structure.
The company intends to use proceeds for convertible note hedge and warrant transactions, to repurchase up to $400.0 million of common stock at pricing, and for general corporate purposes including debt repayment. The hedge is designed to reduce dilution or excess cash outlay on conversion, while warrants and buybacks influence future share count dynamics.
Hedge counterparties may buy or sell stock and derivatives around pricing and during conversion observation periods, which the disclosure notes could affect trading prices of the stock and notes. Actual impact will depend on market conditions and future investor conversion behavior.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Proposed convertible notes: $1.3 billion aggregate principal amount
Additional notes option: $200.0 million
Concurrent share repurchase: Up to $400.0 million
+3 more
6 metrics
Proposed convertible notes
$1.3 billion aggregate principal amount
Convertible Senior Notes due 2031 in a private offering
Additional notes option
$200.0 million
Option for initial purchasers to buy extra notes within 13 days
Concurrent share repurchase
Up to $400.0 million
Repurchase of onsemi common stock at offering pricing
Maturity date
May 1, 2031
Stated maturity of Convertible Senior Notes
Offering exemption
Rule 144A
Private offering to qualified institutional buyers under Securities Act
Guarantees
Guaranteed by certain subsidiaries
Structural support for senior unsecured notes
Key Terms
Convertible Senior Notes, Rule 144A, convertible note hedge transactions, warrant transactions, +1 more
5 terms
Convertible Senior Notes financial
"aggregate principal amount of Convertible Senior Notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Rule 144A regulatory
"qualified institutional buyers in accordance with Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
convertible note hedge transactions financial
"to pay the cost of the convertible note hedge transactions described below"
Convertible note hedge transactions are agreements made alongside convertible debt that limit the market impact when those notes convert into shares by using separate contracts that offset or neutralize the new stock issuance (for example, arranging share sales, purchases, or option contracts). Investors care because these hedges can reduce or delay dilution and dampen price swings—think of them like insurance that limits how much a conversion can dilute existing owners or move the stock price.
warrant transactions financial
"from the sale of the warrant transactions described below"
Warrant transactions are the issuance, sale, transfer, exercise or cancellation of warrants — contracts that give a holder the right to buy a company’s shares at a set price for a set period. Investors care because exercising warrants can raise cash for the company but also increase the number of shares outstanding, diluting existing ownership and potentially affecting the stock price; think of warrants like gift certificates that can be turned in later for a product at a fixed cost.
forward-looking statements regulatory
"This press release includes “forward-looking statements,” as that term is defined"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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(Zip Code)
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(602 ) 244-6600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. |
Other Events.
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On May 6, 2026, ON Semiconductor Corporation issued a press release announcing the commencement of an offering of $1.3 billion aggregate principal amount of its Convertible
Senior Notes due 2031 in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed with this report.
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Exhibit No.
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Description
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99.1
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Press release, dated May 6, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ON SEMICONDUCTOR CORPORATION
(Registrant)
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Date: May 6, 2026
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By:
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/s/ Thad Trent
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Thad Trent
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Executive Vice President and Chief Financial Officer
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Exhibit 99.1
News Release
onsemi Announces Proposed Private Offering of $1.3 Billion of Convertible Senior Notes
SCOTTSDALE – May 6, 2026 – ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”)
announced today that it intends to offer, subject to market and other conditions, $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private offering. The notes will be offered only to persons reasonably
believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). onsemi also expects to grant to the initial purchasers of the notes an option to purchase, within a
13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200.0 million aggregate principal amount of the notes.
onsemi intends to use the net proceeds from the offering (i) to pay the cost of the convertible note hedge transactions described below (after such cost is partially
offset by the net proceeds to onsemi from the sale of the warrant transactions described below), (ii) to repurchase up to $400.0 million of shares of onsemi’s common stock, par value $0.01 per share (the “common
stock”), concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate and (iii) the remainder of the net proceeds for general corporate purposes,
including the repayment of outstanding indebtedness. If the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convertible note hedge transactions and warrant
transactions, and intends to use a portion of the net proceeds from the sale of any such additional notes to pay the cost of such additional convertible note hedge transactions (which would be partially offset by the net proceeds to onsemi from the
sale of additional warrant transactions).
The notes will be onsemi’s senior unsecured obligations and will be guaranteed by certain of its subsidiaries. The notes are expected to pay interest semiannually in
arrears and to mature on May 1, 2031, unless earlier repurchased, redeemed or converted. onsemi will satisfy any conversion elections by paying cash up to the aggregate principal amount of the notes to be converted,
and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at onsemi’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate
principal amount of the notes to be converted. The initial conversion rate and other terms of the notes will be determined by negotiations between onsemi and the initial purchasers of the notes. The concurrent repurchases of common stock described
above could affect the market price of the common stock concurrently with, or shortly after, the pricing of the notes and could result in a higher effective conversion price for the notes.
In connection with the pricing of the notes, onsemi expects to enter into privately negotiated convertible note hedge agreements with certain of the initial purchasers of
the notes or their respective affiliates and/or certain other financial institutions (the “hedge counterparties”). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the
number of shares of common stock that initially underlie the notes, and are expected to reduce the potential dilution to the common stock and/or offset potential cash payments in excess of the principal amount upon conversion of the notes.
onsemi also expects to enter into warrant transactions with the hedge counterparties relating to the same number of shares of common stock, subject to customary
anti-dilution adjustments. The warrant transactions could have a dilutive effect on the common stock to the extent that the market price per share of the common stock exceeds the strike price of the warrants on the applicable expiration dates. If
the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convertible note hedge and warrant transactions.
In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties, or their affiliates, expect to
purchase shares of the common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing, or reducing
the size of any decline in, the market price of the common stock or the notes at that time. In addition, the hedge counterparties, or their affiliates, may modify their hedge positions by entering into or unwinding
various derivative transactions with respect to the common stock and/or by purchasing or selling the common stock or other securities of onsemi in secondary market transactions following the pricing of the notes and prior to the maturity of the
notes, and are likely to do so during any observation period related to a conversion of notes. The effect, if any, of these activities on the market price of the common stock or the notes will depend in part on market conditions and cannot be
ascertained at this time, but any of these activities could cause or prevent an increase or decline in the market price of the common stock or the notes, which could affect holders’ ability to convert the notes and, to the extent the activity
occurs during any observation period related to a conversion of notes, it could affect the amount of cash and the number and value of shares of the common stock, if any, that holders will receive upon conversion of the notes.
The notes, guarantees and any shares of the common stock issuable upon conversion of the notes have not been registered under the Securities Act or under any U.S. state
securities laws or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About onsemi
onsemi (Nasdaq: ON) delivers intelligent
power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more
energy-efficient world. The company is part of the S&P 500® index.
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onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this press release are registered trademarks or trademarks of
their respective holders. Although onsemi references its website in this news release, information on the website is not to be incorporated herein.
Forward-Looking Statements
This press release includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act and Section 21E of the
Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this press release could be deemed forward-looking statements, particularly statements about the proposed terms of the notes
and the related guarantees, the size of the notes offering, including the option to the initial purchasers to purchase additional notes, the extent, and potential effects, of convertible note hedge and warrant transactions, the potential dilution
to the common stock, the negative impact to market price of the common stock concurrently with, or shortly after, the pricing of the notes, the concurrent repurchase of common stock described above resulting in a higher effective conversion price
for the notes and the expected use of the proceeds from the sale of the notes. Forward-looking statements are often characterized by words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,”
“should,”
“could,” “would” or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this press release are made based on onsemi’s current expectations, forecasts, estimates and assumptions, and involve
risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Important factors that could cause onsemi’s actual results to differ materially from those
anticipated in the forward-looking statements are described under Part I, Item 1A “Risk Factors” in onsemi’s 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026 (the “2025 Form 10-K”).
Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law.
Investing in onsemi’s securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this
press release, onsemi’s 2025 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to onsemi’s securities. If any of these trends, risks or uncertainties actually occurs or continues,
onsemi’s business, financial condition or operating results could be materially adversely affected, the trading price of onsemi’s securities could decline, and you could lose all or part of your investment. All forward-looking statements
attributable to onsemi or persons acting on onsemi’s behalf are expressly qualified in their entirety by this cautionary statement.
Contacts
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Krystal Heaton
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Parag Agarwal
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Director, Head of Public Relations
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Vice President - Investor Relations & Corporate Development
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onsemi
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onsemi
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(480) 242-6943
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(602) 244-3437
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krystal.heaton@onsemi.com
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investor@onsemi.com
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FAQ
What type of financing is onsemi (ON) pursuing in this 8-K?
onsemi is pursuing a private offering of Convertible Senior Notes due 2031 totaling $1.3 billion. The notes will be offered to qualified institutional buyers under Rule 144A and will be senior unsecured obligations guaranteed by certain subsidiaries.
How large is onsemi’s proposed convertible notes offering and what is the option size?
onsemi plans to offer $1.3 billion of Convertible Senior Notes due 2031. Initial purchasers are expected to receive an option to buy up to an additional $200.0 million principal amount of notes within 13 days of the first issuance date.
How does onsemi intend to use the net proceeds from the convertible notes offering?
onsemi plans to use proceeds for hedge costs, share repurchases, and general purposes. This includes paying for convertible note hedge transactions, repurchasing up to $400.0 million of common stock, and using the remainder for general corporate purposes, including repayment of outstanding indebtedness.
What are the key terms of onsemi’s Convertible Senior Notes due 2031?
The notes are senior unsecured, guaranteed by certain subsidiaries, and mature on May 1, 2031. They are expected to pay interest semiannually in arrears, and upon conversion onsemi may settle in cash, common stock, or a combination at its election.
How will onsemi manage potential dilution from the convertible notes?
onsemi plans convertible note hedge and warrant transactions tied to its common stock. The hedge is expected to reduce potential dilution or excess cash payments on conversion, while related warrant transactions could be dilutive if the stock trades above the warrant strike price at expiration.