v3.26.1
Earnings Per Share and Equity
 6 Months Ended
Jul. 03, 2026
Earnings Per Share [Abstract]  
Earnings Per Share and Equity
Note 8: Earnings Per Share and Equity

Earnings Per Share

Net income per share of common stock for calculating basic and diluted earnings per share was calculated as follows (in millions, except per share data):
Quarters EndedSix Months Ended
July 3, 2026July 4, 2025July 3, 2026July 4, 2025
Net income (loss) for diluted earnings per share of common stock$226.8 $170.3 $193.4 $(315.8)
Basic weighted-average shares of common stock outstanding390.3 414.6 392.2 418.0 
Dilutive effect of share-based awards2.4 0.3 2.2 — 
Dilutive effect of convertible notes and warrants11.7 — 7.1 — 
Diluted weighted-average shares of common stock outstanding404.4 414.9 401.5 418.0 
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic$0.58 $0.41 $0.49 $(0.76)
Diluted$0.56 $0.41 $0.48 $(0.76)

Basic income (loss) per share of common stock is computed by dividing net income (loss) for basic earnings by the weighted-average number of shares of common stock outstanding during the period. To calculate the diluted weighted-average shares of common stock outstanding, the treasury stock method has been applied to calculate the number of incremental shares from the assumed issuance of shares relating to RSUs. The excluded number of anti-dilutive share-based awards was immaterial and 2.4 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, and 0.3 million and 2.3 million for the six months ended July 3, 2026 and July 4, 2025, respectively, as the inclusion would have the effect of increasing the net income per common share attributable to the Company or decreasing the net loss per common share attributable to the Company.

The dilutive impacts related to the 0.50% Notes, the 0% Notes, and the 2031 0% Notes (collectively, the "Convertible Notes") have been calculated using the if-converted method for the quarters ended July 3, 2026 and July 4, 2025. The Convertible Notes are repayable in cash up to the par value and in cash or shares of common stock for the excess over par value. Prior to conversion, the convertible note hedges are not considered for purposes of the earnings per share calculations as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the Convertible Notes when the stock price is above the applicable conversion price, as shown below:

0.50% Notes
$103.87 
0% Notes
52.97 
2031 0% Notes
161.30 

The dilutive impact of the warrants issued concurrently with the issuance of the Convertible Notes has been included in the calculation of diluted weighted-average common shares outstanding, if applicable. The warrants become dilutive when the stock price exceeds the applicable exercise price, as shown below:
0.50% Notes
$156.78 
0% Notes
74.34 
2031 0% Notes
211.54 

Equity

Share Repurchase Program

In February 2023, the Board of Directors approved a share repurchase program (the “Share Repurchase Program”) under which the Company could repurchase up to an aggregate of $3.0 billion (exclusive of fees, commissions and other expenses) of the Company's common stock through December 31, 2025. In November 2025, the Board of Directors approved a new Share Repurchase Program (the "New Share Repurchase Program") under which the Company may repurchase up to an aggregate of $6.0 billion (exclusive of fees, commissions and other expenses) of the Company's common stock through December 31, 2028.

Activity under the New Share Repurchase Program and the Share Repurchase Program during the quarters and six months ended July 3, 2026 and July 4, 2025, respectively, was as follows (in millions, except per share data):
Quarters EndedSix Months Ended
July 3, 2026July 4, 2025July 3, 2026July 4, 2025
Number of repurchased shares (1)
3.1 6.9 8.8 13.0 
Aggregate purchase price$331.9 $300.0 $677.5 $600.0 
Fees, commissions and excise tax2.8 3.0 5.8 5.6 
Total$334.7 $303.0 $683.3 $605.6 
Weighted-average purchase price per share (2)
$105.77 $43.26 $76.58 $46.11 

(1) None of these shares had been reissued or retired as of July 3, 2026, but may be reissued later.
(2) Exclusive of fees, commissions or other expenses.

As of July 3, 2026, the authorized amount remaining under the New Share Repurchase Program was approximately $5.3 billion.

Shares for Restricted Stock Units Tax Withholding

The amounts remitted for employee withholding taxes during the quarters ended July 3, 2026 and July 4, 2025 were $20.0 million and $2.2 million, respectively, for which the Company withheld 0.2 million and an immaterial number of shares of common stock, respectively, that were underlying the RSUs that vested. The amounts remitted for employee withholding taxes during the six months ended July 3, 2026 and July 4, 2025 were $47.4 million and $25.1 million, respectively, for which the Company withheld 0.6 million and 0.5 million shares of common stock, respectively, that were underlying the RSUs that vested. This tax withholding activity is separate from the Share Repurchase Program or the New Share Repurchase Program.

Non-Controlling Interest in Leshan-Phoenix Semiconductor Company Limited ("Leshan")
The results of Leshan have been consolidated in the Company's financial statements. The Leshan non-controlling interest balance was $19.8 million as of July 3, 2026 after including its $1.2 million share of earnings for the six months ended July 3, 2026. As of December 31, 2025, the Leshan non-controlling interest balance was $18.6 million.