ON — 8-K Filing

Item 1.01 — Entry into a Material Definitive Agreement

A new material agreement was signed — financing facility, partnership, license, or major contract.

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. Indenture 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”).

Item 2.03 — Creation of a Direct Financial Obligation

A new debt obligation was incurred — credit facility, convertible note, term loan, or guarantee.

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth in

Item 3.02 — Unregistered Sales of Equity Securities

Stock or convertible securities sold without SEC registration — usually a private placement.

The disclosures set forth in Items 1.01 and 8.01 of this Current Report are incorporated herein by reference. The offer and sale of the Notes and the guarantees to the initial purchasers were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act.

Item 8.01 — Other Events

A material event not falling under any other 8-K item.

Convertible Note Hedge Transactions In connection with the pricing of the Notes on May 6, 2026, and in connection with the exercise by the initial purchasers of their option to purchase additional Notes on May 8, 2026, the Company entered into privately negotiated convertible note hedge transactions (collectively, the “Convertible Note Hedges”) with respect to the Common Stock with certain of the initial purchasers or their affiliates and certain other financial institutions (collectively, the “Counterparties”).

Item 9.01 — Financial Statements and Exhibits

Press releases, exhibits, and supporting documents attached to this filing.