Welcome to our dedicated page for On Semiconductr SEC filings (Ticker: ON), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ON Semiconductor Corp. filings document onsemi's operating results, capital structure, governance and material events as a public semiconductor company. Recent 8-K reports furnish quarterly and annual earnings releases and disclose capital-structure matters, including convertible senior note and related security-structure disclosures.
The company's proxy materials cover shareholder voting matters, board governance, executive compensation and equity-award disclosures. Other current reports address officer and board transition matters, financial exhibits, Inline XBRL cover-page data and formal disclosure categories tied to onsemi's power and sensing business.
ON Semiconductor Corporation completed a private offering of $1.5 billion of 0% Convertible Senior Notes due 2031. The notes pay no interest, are guaranteed by key U.S. subsidiaries, and can be converted into common stock at an initial price of about $161.30 per share.
The company received about $1,472.9 million in net proceeds, using roughly $331.9 million to repurchase about 3.1 million shares and about $70.7 million (net of warrant proceeds) to buy convertible note hedges. Remaining funds are earmarked for general corporate purposes, including debt repayment.
Convertible note hedges are designed to reduce dilution and potential cash outlay upon conversion up to the conversion price, while separately sold warrants with a strike price of $211.54 per share, covering up to 18,599,106 shares, could be dilutive if the stock trades above that level.
Simon Keeton reported a proposed sale of 48,860 shares of Common Stock of ON. The filing lists a transaction date of 02/17/2026 and a transaction value of $3,505,698.73. The notice also lists prior issuer-side awards including 25,406 performance shares and 5,618 restricted shares (dated in 2024).
ON Semiconductor Corporation (onsemi) is raising capital through a private offering of convertible debt. The company priced $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, with an initial conversion price of approximately $161.30 per share, a 52.5% premium to the $105.77 stock price on May 6, 2026.
onsemi expects net proceeds of about $1,276.4 million (or $1,472.9 million if the option for additional notes is fully exercised). It plans to spend roughly $331.9 million repurchasing about 3.1 million shares and about $61.2 million on convertible note hedge transactions, using the remaining funds for general corporate purposes including debt repayment.
The notes are senior unsecured, guaranteed by certain subsidiaries, and may be redeemed by onsemi after May 7, 2029 if share-price conditions are met. Concurrent hedge and warrant transactions are designed to limit dilution up to the hedge level, with warrants potentially dilutive above an initial strike price of $211.54 per share.
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.
ON Semiconductor reported a smaller loss for the quarter ended April 3, 2026 as profitability improved despite heavy restructuring. Revenue rose to $1,513.3 million from $1,445.7 million, driven by growth in automotive and industrial demand, especially in the Power Solutions Group.
Gross profit nearly doubled to $583.1 million, lifting gross margin to 38.5% from 20.3%, largely because prior‑year excess and obsolete inventory charges did not recur and manufacturing utilization improved. Segment margins strengthened notably in Intelligent Sensing, which moved from a loss to solid profitability.
The company still posted a net loss attributable to shareholders of $33.4 million, or $0.08 per share, but this was much better than the $486.1 million loss, or $1.15 per share, a year earlier. Results were weighed down by $329.3 million of restructuring, asset impairment and other charges tied to multi‑year manufacturing realignment, including workforce reductions and asset write‑downs in South Korea and the Czech Republic.
Operating cash flow was $239.1 million, down from $602.3 million mainly due to working‑capital swings. ON ended the quarter with $2,003.6 million of cash and equivalents plus $400.0 million of short‑term investments, against $3,004.9 million of gross long‑term debt. The company also repurchased about 5.7 million shares for $348.6 million, leaving roughly $5.7 billion authorized under its current buyback program.
onsemi reported mixed first quarter 2026 results, with solid underlying performance but a GAAP loss driven by restructuring. Revenue was $1.51 billion, up 5% year over year, and GAAP gross margin improved to 38.5% from 20.3% a year earlier.
GAAP results showed a net loss of $33.4 million, or $(0.08) per share, largely due to $329.3 million of restructuring, asset impairments and other charges. On a non-GAAP basis, net income was $253.1 million and diluted earnings per share were $0.64, up from $0.55 in the prior year quarter.
Free cash flow reached $217.2 million, and the company returned capital through $345.7 million of share repurchases. For the second quarter of 2026, onsemi projects revenue between $1.535 billion and $1.635 billion and non-GAAP diluted earnings per share between $0.65 and $0.77.
ON Semiconductor Corp Schedule 13G: Vanguard Capital Management reports beneficial ownership of 29,575,202 shares of Common Stock, representing 7.50% of the class. The filing shows sole dispositive power over 29,575,202 shares and sole voting power for 3,942,003 shares. The filing identifies affiliated Vanguard investment entities and states the holdings include securities held for Vanguard funds and managed accounts.
ON Semiconductor Corp is reported as having 20,112,107 shares beneficially owned by Vanguard Portfolio Management, representing 5.10% of the outstanding common stock as of 03/31/2026. The filing states Vanguard has sole dispositive power over all 20,112,107 shares and sole voting power over 49,547 shares. The Schedule 13G discloses ownership on behalf of Vanguard funds and managed accounts; signature is dated 04/29/2026.
ON Semiconductor’s Exec VP & CFO Thad Trent reported open‑market sales of company common stock. He sold 30,000 shares at $93.00 per share on April 23, 2026 and another 30,000 shares at $100.00 per share on April 24, 2026, for a total of 60,000 shares.
After these transactions, Trent directly owns 271,194 shares of ON Semiconductor common stock. The filing does not list any option exercises or derivative positions, indicating these were straightforward stock sales rather than part of an option exercise sequence.
Thad Trent reported multiple Rule 144 sales of Common Stock under pre-arranged 10b5-1 plans. The filing lists sales of 30,000 shares on 04/23/2026 for $2,790,000, 30,000 shares on 04/16/2026 for $2,400,000, and 60,000 shares on 02/12/2026 for $4,272,975. Securities originate from RSUs and PSUs with a grant date of 02/15/2022.