STMicroelectronics prices a US$1.5 billion dual-tranche offering of New Convertible Bonds
Rhea-AI Summary
STMicroelectronics (STM) priced a US$1.5 billion dual-tranche offering of senior unsecured convertible bonds into new or existing ordinary shares.
The company will issue US$750m 0% 2031 bonds and US$750m 0.625% 2033 bonds, mainly to fund general purposes and redeem US$750m 2027 convertible bonds.
Positive
- US$1.5 billion raised via senior unsecured convertible bonds
- 0% coupon on US$750 million 2031 convertible bonds
- 0.625% annual coupon on US$750 million 2033 convertible bonds
- Proceeds to redeem US$750 million zero-coupon convertible bonds due 2027
- Conversion premiums of 55% and 57.5% over VWAP
Negative
- Potential shareholder dilution from conversion into new or existing shares
- Additional interest expense from 0.625% coupon on 2033 bonds
News Market Reaction – STM
In the Jun 16 session, STM declined 5.57%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 03 | AI sensor launch | Positive | +0.3% | Launch of industrial MEMS vibration sensor with integrated in-sensor AI. |
| Jun 02 | AI revenue ambition | Positive | +15.2% | Raised 2026 data-center revenue ambition driven by AI infrastructure demand. |
| May 27 | Board appointments | Neutral | -4.2% | Supervisory Board named new Chairman and Vice-Chairman for three-year terms. |
| May 27 | AGM resolutions | Positive | -4.2% | AGM approved dividend, share repurchases, and governance resolutions. |
| Apr 28 | Image sensors launch | Positive | -1.5% | Introduced ultralow‑power global‑shutter image sensors for always‑on vision. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent product and AI-related announcements often saw modest to strong gains, while some governance and AGM items coincided with declines, indicating mixed reactions to generally positive corporate developments.
Over the last few months, STMicroelectronics announced several strategic and product milestones. On Apr 28, it launched ultralow‑power image sensors for always‑on vision. On May 27, shareholders approved AGM resolutions including a US$0.36 per‑share cash dividend and new board appointments, though the stock fell about 4.16%. In early June, ST raised its 2026 data‑center revenue ambition to about $1 billion, and highlighted in‑sensor AI with a new vibration sensor, with generally positive price reactions to the AI and data‑center themes.
Key Terms
convertible bonds financial
senior unsecured bonds financial
volume-weighted average price financial
lock-up period financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Not for release, publication or distribution directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Amsterdam, June 16 2026 - STMicroelectronics N.V. (the “Company” or “ST”) announces today the pricing of a US
The New Convertible Bonds will be issued in two tranches, one of US
Offering of New Convertible Bonds
The Company will issue the dual-tranche New Convertible Bonds as follows:
- The 2031 Convertible Bonds will not bear interest, will be issued at
100% of their principal amount and will be redeemed at100% of their principal amount on June 23rd, 2031, unless previously redeemed, converted or purchased and cancelled; and - The 2033 Convertible Bonds will bear interest at an annual rate of
0.625% , payable semi-annually in arrear. The 2033 Convertible Bonds will be issued at100% of their principal amount and will be redeemed at100% of their principal amount on June 23rd, 2033, unless previously redeemed, converted or purchased and cancelled.
The initial conversion price for the New Convertible Bonds has been set:
- In relation to the 2031 Convertible Bonds, at US
$ 119.9813 , representing a premium of55% ; and - In relation to the 2033 Convertible Bonds, at US
$ 121.9165 , representing a premium of57.5% ,
in each case over the volume-weighted average price of a Share between opening of trading today and pricing of the offering on the Euronext Milan Market, organised and managed by Borsa Italiana S.p.A., converted into US dollars at the prevailing exchange rate at the time of pricing.
Settlement of the New Convertible Bonds is expected to take place on or about June 23rd, 2026.
Application will be made for the New Convertible Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange within 90 days of settlement.
In the context of the offering of the New Convertible Bonds, the Company has committed to a lock-up period from (and including) the pricing date to (and including) 90 days after closing in respect of the Shares and related securities.
The issuance of the New Convertible Bonds has been approved by the managing board and the supervisory board of the Company.
BNP PARIBAS and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners and Citigroup, Goldman Sachs Bank Europe SE, Intesa Sanpaolo, Morgan Stanley Europe SE, Natixis, Société Générale and UniCredit acted as Joint Bookrunners in respect of the offering.
About STMicroelectronics
At ST, we are 49,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our
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Issuer’s LEI: 213800Z8NOHIKRI42W10
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For further information, please contact:
INVESTOR RELATIONS:
Jérôme Ramel
EVP Corporate Development & Integrated External Communication
Tel: +41 22 929 59 20
MEDIA RELATIONS:
Alexis Breton
Corporate External Communications
Tel: + 33 6 59 16 79 08
Inside information
This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 (“MAR”).
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IMPORTANT NOTICE IN RELATION TO THE BONDS
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (THE “U.S. SECURITIES ACT”). THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE BONDS AND THE SHARES TO BE DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) ABSENT REGISTRATION OR AN EXEMPTION FROM THE APPLICABLE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE BONDS IN THE UNITED STATES.
THE OFFERING WHEN MADE, ANY OFFERING DOCUMENTATION RELATING TO THE OFFERING AND THIS PRESS RELEASE ARE ONLY ADDRESSED TO, AND DIRECTED IN THE UNITED KINGDOM (“UK”) AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION IN RESPECT OF EACH MEMBER STATE OF THE EEA, AND THE POATRs IN RESPECT OF THE UNITED KINGDOM, RESPECTIVELY (“QUALIFIED INVESTORS”) AND HAVE BEEN PREPARED ON THE BASIS THAT (I) ANY OFFER OF NEW CONVERTIBLE BONDS IN ANY MEMBER STATE OF THE EEA WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF BONDS AND (II) ANY OFFER OF NEW CONVERTIBLE BONDS IN THE UK WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE POATRs FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF BONDS. THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 (AS AMENDED OR SUPERSEDED) AND THE EXPRESSION “POATRs” MEANS THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“EUWA”) (“UK MIFIR”); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE “PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE RELEVANT PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND/OR (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE AS PERMITTED BY MIFID II (THE “TARGET MARKET ASSESSMENT”). ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS’ TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO THE RELEVANT PRODUCT GOVERNANCE REQUIREMENTS IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS’ TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR (A) IN THE EEA, MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B) IN THE UK, MEANS A PERSON WHO IS NOT A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, (I) NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND (II) NO DISCLOSURE DOCUMENT REQUIRED BY THE FCA PRODUCT DISCLOSURE SOURCEBOOK (“DISC”) FOR OFFERING, SELLING OR DISTRIBUTING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING, SELLING OR DISTRIBUTING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED KINGDOM MAY BE UNLAWFUL UNDER DISC AND THE CONSUMER COMPOSITE INVESTMENTS (DESIGNATED ACTIVITIES) REGULATIONS 2024.
IN ADDITION, THIS PRESS RELEASE IS FOR DISTRIBUTION ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED THE “FINANCIAL PROMOTION ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE OUTSIDE THE UNITED KINGDOM, OR (IV) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
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