ON Stock — On Semiconductor Corp: Financials

0% Convertible Senior Notes due 2031

Note · ON Semiconductor Corporation

Reference: 0% Convertible Senior Notes due 2031

Active

Outstanding: —
Commitment: —
Availability: —
Maturity: May 1, 2031

Documents and filing history

Issuance · 8-K · 2026-05-12 — 8-K

Issuance · 2026-05-11 Outstanding — · carrying — Exact source document Parent 8-K filing · 2026-05-12
### 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.

Issuer evidence: ### 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.

Supporting evidence: ### The Notes were issued under an Indenture, dated as of May 11, 2026 (the “Indenture”), by and among the Company, the Guarantors (as defined below) and Computershare Trust Company, National Association, as trustee (the “Trustee”). The Indenture provides, among other things, that the Notes will mature on May 1, 2031, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete.

Supporting evidence: ### 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.

Supporting evidence: ### 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.

Line Item	3Y	5Y	10Y	TTM	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020	FY2019	FY2018	FY2017	FY2016	FY2015	FY2014	FY2013	FY2012	FY2011	FY2010	FY2009	FY2008
Revenue	-10.4%	+2.7%	+5.5%	$6.2B	$6B	$7.08B	$8.25B	$8.33B	$6.74B	$5.26B	$5.52B	$5.88B	$5.54B	$3.91B	$3.5B	$3.16B	$2.78B	$2.89B	$3.44B	$2.31B	$1.77B	$2.05B
Cost of Revenue	-1.9%	+2.5%	+5.7%	$3.86B	$4.01B	$3.87B	$4.37B	$4.25B	$4.03B	$3.54B	$3.54B	$3.64B	$3.51B	$2.61B	$2.3B	$2.08B	$1.85B	$1.95B	$2.43B	$1.36B	$1.15B	$1.31B
Gross Profit	-21.3%	+2.9%	+5.2%	$2.34B	$1.98B	$3.22B	$3.88B	$4.08B	$2.71B	$1.72B	$1.97B	$2.24B	$2.04B	$1.3B	$1.19B	$1.08B	$929.1M	$946.3M	$1.01B	$956M	$620.7M	$745.5M
Gross Margin	—	—	—	—	33.09%	45.41%	47.06%	48.97%	40.27%	32.65%	35.77%	38.08%	36.72%	33.29%	34.13%	34.31%	33.39%	32.69%	29.31%	41.32%	35.09%	36.28%
Research & Development	-0.9%	-1.9%	+3.9%	$560.8M	$583.6M	$612.7M	$577.3M	$600.2M	$655M	$642.9M	$640.9M	$650.7M	$594.7M	$446.8M	$396.7M	$366.6M	$334.2M	$367.5M	$362.5M	$248M	$198.8M	$233.9M
Selling & Marketing	-3.9%	-1.7%	+2.3%	$250.6M	$255.9M	$273.5M	$279.1M	$287.9M	$293.6M	$278.7M	$301M	$324.7M	$316.6M	$236.7M	$204.3M	$200M	$171.2M	$180.9M	$195.1M	$145.6M	$120.9M	$134.4M
General & Administrative	+0.6%	+6.2%	+6.7%	$364.6M	$348.9M	$376.3M	$362.4M	$343.2M	$304.8M	$258.7M	$284M	$293.3M	$285M	$230M	$182.3M	$180.9M	$148.5M	$160.6M	$192.4M	$129.9M	$104.5M	$122.4M
Amortization of Intangibles	-18.2%	-18.1%	-10.6%	$43M	$44.4M	$52M	$51.1M	$81.2M	$99M	$120.3M	$115.2M	$111.7M	$123.8M	$104.8M	$135.7M	$68.4M	$33.1M	$44.4M	$42.7M	$34.1M	$29M	$22.9M
Depreciation & Amortization	+7.5%	+1.9%	+6.7%	$789.4M	$686M	$642.9M	$609.5M	$551.8M	$596.7M	$625.1M	$593.1M	$508.7M	$481.9M	$364.1M	$357.6M	$268.8M	$211.8M	$243.6M	$229.4M	$166.9M	$155.6M	$142.1M
Restructuring Charges	-23.4%	+2.5%	-17.1%	—	—	—	—	$11.2M	$67.5M	$51.6M	$24.9M	$3.9M	$9.9M	$33.2M	$11M	$28.1M	$67.3M	$73.4M	—	—	—	—
Total Operating Expenses	+3.4%	+6.8%	+7.4%	$1.67B	$1.9B	$1.45B	$1.34B	$1.72B	$1.43B	$1.37B	$1.54B	$1.39B	$1.35B	$1.05B	$932.1M	$856M	$720.2M	$966.6M	$895.4M	$581.8M	$478.1M	$1.11B
Operating Income	-67.1%	-24.7%	-10.7%	$669.7M	$84.2M	$1.77B	$2.54B	$2.36B	$1.29B	$348.7M	$432.7M	$847.2M	$681.6M	$246.8M	$261.1M	$228.9M	$208.9M	-$20.3M	$113.4M	$374.2M	$142.6M	-$365.9M
Operating Margin	—	—	—	—	1.4%	24.96%	30.76%	28.34%	19.1%	6.64%	7.84%	14.41%	12.3%	6.32%	7.47%	7.24%	7.51%	-0.7%	3.29%	16.18%	8.06%	-17.81%
EBITDA	-35.8%	-4.6%	+2.2%	$1.46B	$770.2M	$2.41B	$3.15B	$2.91B	$1.88B	$973.8M	$1.03B	$1.36B	$1.16B	$610.9M	$618.7M	$497.7M	$420.7M	$223.3M	$342.8M	$541.1M	$298.2M	-$223.8M
Interest Expense	-9.3%	-15.9%	+3.6%	$61.4M	$70.9M	$62.3M	$74.8M	$94.9M	$130.4M	$168.4M	$148.3M	$128.2M	$141.2M	$145.3M	$49.7M	$34.1M	$38.6M	$56.1M	$68.9M	$61.4M	$64.6M	$79.9M
Interest Income	+83.1%	+81.0%	+56.2%	$78.4M	$95.1M	$111.4M	$93.1M	$15.5M	$1.4M	$4.9M	$10.2M	$6.1M	$3M	$4.5M	$1.1M	$1.5M	$1.3M	$1.5M	$1.1M	$500K	$800K	$6.9M
Other Non-Operating Income	+177.7%	—	—	$46.7M	$47.1M	$69.7M	-$2.9M	$2.2M	-$129.8M	-$172.1M	-$156.1M	-$92.2M	-$134.1M	-$66.2M	-$41.3M	-$37M	-$38.9M	-$56.6M	-$75.6M	-$68.5M	-$71.6M	-$72.1M
Pretax Income	-61.8%	-5.8%	-5.0%	—	$131.3M	$1.84B	$2.54B	$2.36B	$1.16B	$176.6M	$276.6M	$755M	$547.5M	$180.6M	$219.8M	$191.9M	$170M	-$76.9M	$37.8M	$305.7M	$71M	-$438M
Income Tax	-74.4%	—	-3.3%	$84.7M	$7.7M	$262.8M	$350.2M	$458.4M	$146.6M	-$59.8M	$62.7M	$125.1M	-$265.5M	-$3.9M	$10.8M	-$200K	$16.4M	$16M	$22.9M	$12.8M	$7.7M	-$9.4M
Net Income	-60.1%	-12.4%	-5.2%	$630.2M	$121M	$1.57B	$2.18B	$1.9B	$1.01B	$234.2M	$211.7M	$627.4M	$810.7M	$182.1M	$206.2M	$189.7M	$150.4M	-$97.2M	$11.6M	$290.5M	$61M	-$428.9M
Net Margin	—	—	—	—	2.02%	22.21%	26.46%	22.85%	14.98%	4.46%	3.84%	10.67%	14.63%	4.66%	5.9%	6%	5.4%	-3.36%	0.34%	12.56%	3.45%	-20.87%
Net Income Attributable to Noncontrolling Interests	+17.6%	+3.4%	-0.7%	$1.5M	$2.6M	$1.8M	$1.9M	$1.6M	$1.6M	$2.2M	$2.2M	$2.5M	$2.3M	$2.4M	$2.8M	$2.4M	$3.2M	$4.3M	$3.3M	$2.4M	$2.3M	$300K
Net Income Available to Common Stockholders	-60.1%	-12.4%	—	—	$121M	$1.57B	$2.18B	$1.9B	$1.01B	$234.2M	—	—	—	—	—	—	—	—	—	—	—	—
Comprehensive Income	-59.5%	-11.1%	-4.6%	$613.5M	$127.9M	$1.56B	$2.16B	$1.92B	$1.03B	$230.9M	$195.3M	$630.1M	$820.3M	$174.2M	$205.4M	$195.6M	$144.1M	-$91.6M	$24M	$296.3M	—	—
EPS (Basic) USD/shares	-59.6%	-12.6%	-5.1%	$1.53	$0.29	$3.68	$5.07	$4.39	$2.37	$0.57	$0.52	$1.48	$1.92	$0.44	$0.49	$0.43	$0.34	-$0.21	$0.03	$0.67	$0.14	-$1.13
EPS (Diluted) USD/shares	-59.1%	-12.3%	-4.9%	$1.51	$0.29	$3.63	$4.89	$4.25	$2.27	$0.56	$0.51	$1.44	$1.89	$0.43	$0.48	$0.43	$0.33	-$0.21	$0.03	$0.65	$0.14	-$1.13
Shares Outstanding (Basic Avg) shares	-1.7%	0.0%	-0.2%	—	411M	427.4M	430.7M	433.2M	425.7M	410.7M	410.9M	423.8M	421.9M	415.2M	421.2M	439.5M	447.9M	452.6M	446.7M	431M	420.8M	379M
Shares Outstanding (Diluted Avg) shares	-2.8%	-0.3%	-0.4%	—	411.8M	432.7M	446.8M	448.2M	443.8M	418.8M	416M	435.9M	428.3M	420M	427.8M	443.5M	450.7M	452.6M	457.2M	444.4M	432.1M	379M

Component	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020	FY2019	FY2018
Power Solutions Group	$2,805,100,000	$3,348,200,000	$3,880,400,000	$3,467,100,000	$3,439,100,000	$2,606,100,000	$2,788,300,000	$3,038,200,000
Analog Mixed Signal Group	$2,261,900,000	$2,609,100,000	$3,057,100,000	$3,582,400,000	—	—	—	—
Intelligent Sensing Group	$928,400,000	$1,125,000,000	$1,315,500,000	$1,276,700,000	$900,800,000	$738,500,000	$757,300,000	$768,900,000
Analog Solutions Group	—	—	—	—	$2,399,900,000	$1,910,400,000	$1,972,300,000	$2,071,200,000

Component	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020	FY2019	FY2018
Hong Kong SAR China	$1,634,800,000	$1,779,300,000	$2,168,600,000	$2,315,800,000	$1,828,600,000	$1,311,600,000	$1,417,300,000	$1,489,100,000
United Kingdom	$1,347,000,000	$1,637,800,000	$1,753,400,000	$1,492,300,000	$1,123,600,000	$805,900,000	$921,600,000	$946,500,000
Singapore	$1,252,400,000	$1,733,200,000	$1,938,800,000	$2,133,900,000	$2,097,800,000	$1,799,500,000	$1,713,100,000	$1,955,000,000
United States	$1,230,600,000	$1,307,500,000	$1,573,700,000	$1,464,700,000	$931,600,000	$728,600,000	$810,300,000	$862,700,000
Other Geographical Areas	$530,600,000	$624,500,000	$818,500,000	$919,500,000	$758,200,000	$609,400,000	$655,600,000	$625,000,000

Component	FY2023	FY2022	FY2021	FY2020	FY2019	FY2018
Product	$7,988,400,000	$8,166,200,000	$6,578,100,000	$5,227,800,000	$5,492,000,000	$5,849,000,000
Manufacturing Services	$248,100,000	$139,900,000	$141,800,000	—	—	—
Product Development Agreements	$16,500,000	$20,100,000	$19,900,000	$27,200,000	$25,900,000	$29,300,000

ON · On Semiconductor Corp · Financials

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0% Convertible Senior Notes due 2031

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