ON 8-K SEC Filing Analysis

Latest settled — T+20d ⚠ clustered

ON ▲ +33.50% at T+20d

NEUTRAL call ✓ call won +33.50% · α vs SPY +30.36% · entry $100.32 → $133.93

Next anchor: T+60d in 8w

Last close $120.90 (close Jun 8) · +20.51% from $100.32 entry

Entry anchored
May 7, 2026
via day open

T+1d

+2.79%

call +2.79% · α +1.96%

$103.12

settled 5w ago

T+5d

+15.34%

call +15.34% · α +13.83%

$115.71

settled 27d ago

T+20d

+33.50%

call +33.50% · α +30.36%

$133.93

settled 5d ago

T+60d

—

call — · α —

—

in 8w

Price Chart

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Executive Summary

ON Semiconductor priced $1.3 billion of 0% convertible senior notes due 2031, with net proceeds of ~$1.276 billion. The company plans to use $331.9 million to repurchase ~3.1 million shares concurrently, and the remainder for general corporate purposes including debt repayment. The notes convert at a 52.5% premium ($161.30/share) and are coupled with hedge and warrant transactions to limit dilution.

Actionable Insight

Monitor stock price relative to conversion price ($161.30) and warrant strike ($211.54) for potential dilution signals. The concurrent share repurchase provides near-term price support. Watch for any subsequent offering or earnings update.

Key Facts

$1.3 billion aggregate principal of 0% Convertible Senior Notes due 2031
Conversion price of ~$161.30 per share (52.5% premium over $105.77 closing)
Net proceeds ~$1.276 billion (or ~$1.473 billion if greenshoe exercised)
$331.9 million used to repurchase ~3.1 million shares concurrently
Convertible note hedge and warrant transactions executed; warrant strike $211.54
Initial purchasers have option for additional $200 million in notes
Closing expected May 11, 2026

Financial Impact

Issuance of $1.3B zero-coupon convertible notes; net proceeds ~$1.276B; $331.9M used for share repurchase

debtdilutionshare count

Risk Factors

Potential dilution if stock exceeds $161.30 (conversion) and especially $211.54 (warrants)
Increased leverage with $1.3B additional debt
Hedge counterparty activities may affect stock price

Market Snapshot

Exchange

Nasdaq

Sector

Semiconductors & Related Devices

Analyst Consensus

52% bullish (44 analysts)

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

Document	Accession Number
8-K Filing (Primary)	0001140361-26-019416
Document: ef20072662_ex99-1.htm	0001140361-26-019416
Document: 0001140361-26-019416-index-headers.html	0001140361-26-019416
Document: 0001140361-26-019416-index.html	0001140361-26-019416
Document: 0001140361-26-019416.txt	0001140361-26-019416

7 reports for ON

T+1T+5T+20T+60

Track record builds as more directional reports settle.

Filters

Reports for ON — sortable, filterable
	Type				Now
May 7, 2026 4w ago	8-K MIXED ★ 5/10	$100.32 $133.93	▲ +33.50%	▲ +30.36%	$120.90 (+20.51%)
May 7, 2026 4w ago	Press Release MIXED ★ 6/10	$100.32 $133.93	▲ +33.50%	▲ +30.36%	$120.90 (+20.51%)
May 6, 2026 4w ago	8-K MIXED ★ 6/10	$105.40 $133.93	▲ +27.06%	▲ +24.28%	$120.90 (+14.70%)
May 4, 2026 5w ago	8-K BULLISH ★ 7/10	$102.18 $128.64	▲ +25.89%	▲ +20.94%	$120.90 (+18.32%)
Apr 28, 2026 6w ago	Press Release NEUTRAL ★ 4/10	$93.23 $127.00	▲ +36.22%	▲ +30.75%	$120.90 (+29.67%)
Apr 27, 2026 6w ago	Press Release BULLISH ★ 6/10	$97.99 $127.00	▲ +29.60%	▲ +24.64%	$120.90 (+23.37%)
Apr 2, 2026 9w ago	DEFA14A NEUTRAL ★ 3/10	$62.16 $100.81	▲ +62.17%	▲ +52.29%	$120.90 (+94.49%)

US Market Status

Market Closed — Opens in 7h 9m

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