Onto Innovation Inc SEC Filings

Onto Innovation Inc. reported that its board has adopted a new Nonqualified Deferred Compensation Plan, effective January 1, 2026. The plan is an unfunded, nonqualified deferred compensation arrangement intended to comply with Section 409A of the Internal Revenue Code and is available to selected employees and non-employee directors.

Eligible employee participants may elect to defer up to 75% of their annual base salary and up to 100% of their annual bonus, performance share units, and restricted stock units. Eligible non-employee directors may defer up to 100% of their annual retainer, meeting fees, and restricted stock units. Participant contributions and any discretionary company contributions are fully vested and are adjusted based on hypothetical investment returns tied to investment options chosen by the participant.

Distributions of participant contributions can be paid in a lump sum or in annual installments over two to five years at times elected by the participant, or over two to ten years following separation from service. Distributions of company contributions are made in a lump sum or annual installments over two to ten years following separation from service, as elected by the participant in accordance with the plan terms.

Onto Innovation Inc. has filed a shelf registration statement on Form S-3 to allow the resale by Semilab International Zrt. of up to 641,771 shares of Onto common stock. These shares were issued as stock consideration in Onto’s acquisition of all outstanding membership interests of Semilab USA LLC, alongside $432,310,000 in cash under the Semilab Purchase Agreement.

Onto is not selling any shares in this offering and will not receive proceeds from any resale of the registered shares. The selling stockholder currently beneficially owns 641,771 shares, representing 1.31% of Onto’s common stock, and all of these shares are covered by this resale prospectus.

The prospectus describes multiple permitted sale methods for the selling stockholder, including exchange trades, privately negotiated transactions, underwritten offerings, hedging and short sales, all conducted from time to time under Rule 415. Onto continues to operate as a global provider of metrology, inspection and lithography systems for semiconductor and other specialty device markets, with its common stock listed on the NYSE under the symbol ONTO.

Onto Innovation Inc. has completed its previously announced acquisition of Semilab USA LLC. The company bought all outstanding membership interests for $432,310,000 in cash, subject to customary adjustments, plus 641,771 shares of its common stock. This adds Semilab USA’s capabilities and customer relationships fully under Onto Innovation’s control.

The stock portion of the consideration was issued to the seller in a private, unregistered transaction relying on Section 4(a)(2) of the Securities Act, with the seller representing accredited investor status and an investment intent. Onto Innovation also announced the closing and an update to its fourth quarter 2025 guidance via a press release, while cautioning that expected benefits from the deal are subject to integration, market, and other operational risks.

Onto Innovation (ONTO) reported Q3 results with revenue of $218.2 million, down from $252.2 million a year ago, as sales to DRAM, NAND and certain specialty/advanced packaging customers softened. Gross profit was $110.6 million and operating income was $23.7 million. Net income came in at $28.2 million, or $0.57 diluted EPS.

Year to date, revenue reached $738.4 million versus $723.4 million last year, while net income was $126.2 million, or $2.57 diluted EPS. The company ended the quarter with $603.1 million in cash and equivalents and $380.8 million in marketable securities, reflecting strong liquidity. Operating cash flow was $233.3 million for the nine-month period.

Onto amended its agreement to acquire Semilab USA: consideration is now $432.3 million in cash and 641,771 shares (total value about $495 million based on June 27, 2025 pricing) after excluding Semilab’s FTIR reflectometry systems business; both parties received a DOJ Second Request on September 25, 2025. The company repurchased $75.0 million of stock year to date and recorded $38.6 million in restructuring and other charges for the nine months. Revenue mix in Q3 was 80% systems and software, 11% parts, and 9% services; Taiwan, South Korea and the U.S. were the largest regions.

Onto Innovation Inc. announced results for its fiscal third quarter ended September 27, 2025, via a company news release. The announcement was provided through a furnished investor update attached as Exhibit 99.1.

The company notes the information is furnished, not filed, and it may only be incorporated by reference if specifically stated in a future filing. Onto Innovation’s common stock trades on the New York Stock Exchange under the symbol ONTO.

BlackRock, Inc. filed Amendment No. 5 to Schedule 13G reporting its passive ownership in Onto Innovation Inc. (ONTO). BlackRock beneficially owns 5,039,082 shares of ONTO common stock, representing 10.3% of the class as of the event date 09/30/2025.

BlackRock reports sole voting power over 4,872,451 shares and sole dispositive power over 5,039,082 shares, with no shared voting or dispositive power. The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. BlackRock notes various persons may have rights to dividends or sale proceeds, and no one person’s interest exceeds five percent of the outstanding shares.

Ramil Yaldaei, Chief Operating Officer and director of ONTO INNOVATION INC. (ONTO), reported a change in beneficial ownership on 10/03/2025. The filing shows 594 shares of common stock were disposed of at a price of $143.71; the form explains these shares were withheld by the issuer to satisfy tax withholding obligations from the vesting of restricted or performance stock units. After the reported transaction, the reporting person beneficially owns 11,342 shares, which includes 145 shares acquired on 06/30/2025 under the companys Employee Stock Purchase Plan.

Brian K. Roberts, Chief Financial Officer of Onto Innovation Inc. (ONTO), was granted 21,175 restricted stock units (RSUs) on 09/02/2025. Each RSU represents a contingent right to one share of ONTO common stock and vests in three equal annual installments over three years from the award date, according to the filing. The reported beneficial ownership following the grant is 21,175 shares, held directly. The Form 4 was signed on 09/03/2025.