02/05/2026 | Press release | Archived content
| ON SEMICONDUCTOR CORPORATION | |||||||||||||
| COMMON STOCK DILUTION (1) | |||||||||||||
| As of December 31, 2025 | |||||||||||||
| Average Stock Price | Approximate Incremental Dilutive Shares from 0% Notes (in millions) (2) | Approximate Incremental Dilutive Shares from 0.5% Notes (in millions) (2) | Approximate Incremental Dilutive Shares - Total (in millions) (2) | ||||||||||
| Converts | Warrants | Total GAAP | Non-GAAP | Converts | Warrants | Total GAAP | Non-GAAP | Converts | Warrants | Total GAAP | Non-GAAP | ||
| $ 50.00 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | - 0 | |
| $ 55.00 | 0.6 | - 0 | 0.6 | - 0 | - 0 | - 0 | - 0 | - 0 | 0.6 | - 0 | 0.6 | - 0 | |
| $ 60.00 | 1.8 | - 0 | 1.8 | - 0 | - 0 | - 0 | - 0 | - 0 | 1.8 | - 0 | 1.8 | - 0 | |
| $ 65.00 | 2.8 | - 0 | 2.8 | - 0 | - 0 | - 0 | - 0 | - 0 | 2.8 | - 0 | 2.8 | - 0 | |
| $ 70.00 | 3.7 | - 0 | 3.7 | - 0 | - 0 | - 0 | - 0 | - 0 | 3.7 | - 0 | 3.7 | - 0 | |
| $ 75.00 | 4.5 | 0.1 | 4.6 | 0.1 | - 0 | - 0 | - 0 | - 0 | 4.5 | 0.1 | 4.6 | 0.1 | |
| $ 80.00 | 5.1 | 1.1 | 6.2 | 1.1 | - 0 | - 0 | - 0 | - 0 | 5.1 | 1.1 | 6.2 | 1.1 | |
| $ 85.00 | 5.7 | 1.9 | 7.6 | 1.9 | - 0 | - 0 | - 0 | - 0 | 5.7 | 1.9 | 7.6 | 1.9 | |
| $ 90.00 | 6.3 | 2.6 | 8.9 | 2.6 | - 0 | - 0 | - 0 | - 0 | 6.3 | 2.6 | 8.9 | 2.6 | |
| $ 95.00 | 6.7 | 3.3 | 10.0 | 3.3 | - 0 | - 0 | - 0 | - 0 | 6.7 | 3.3 | 10.0 | 3.3 | |
| $ 100.00 | 7.1 | 3.9 | 11.0 | 3.9 | - 0 | - 0 | - 0 | - 0 | 7.1 | 3.9 | 11.0 | 3.9 | |
| (1) | The incremental dilutive shares from the 0% Convertible Senior Notes due 2027 (the "0% Notes"), and the 0.5% Convertible Senior Notes due 2029 (the "0.5% Notes") collectively (the "Notes") is calculated using the prices in the Average Stock Price column based on outstanding Notes as of the date mentioned at the top, assuming that there are no future redemptions, conversions, exchanges or other transactions. The non-GAAP dilutive impact of the Notes is equal to the portion that is not covered by the hedging transaction in accordance with the terms of the Notes. At an average stock price per share below $74.34, and $156.78 there is no non-GAAP dilutive impact from the 0% warrants, and 0.5% warrants, respectively. 'For the 0% Notes, see the Indenture dated May 14, 2021, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on May 19, 2021) for complete terms and conditions. For the 0.5% Notes, see the Indenture dated February 28, 2023, among the Company, the guarantors party thereto and Computershare Trust Company, National Association, as trustee, (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on February 28, 2023, and amended on Mach 1, 2023) for complete terms and conditions. | ||||||||||||
| (2) |