Onto Innovation (ONTO) sells $1.5B 0% converts, adds capped call and buyback
Rhea-AI Filing Summary
Onto Innovation Inc. is issuing $1.5 billion of 0.00% Convertible Senior Notes due June 1, 2031 in a private Rule 144A offering, plus an additional $200 million issued after the initial purchasers fully exercised their option. The notes are senior unsecured and initially convert at 2.6192 shares per $1,000 principal, implying a conversion price of about $381.80 per share, with a maximum conversion rate of 3.9288 shares per $1,000 principal and up to 5,893,200 shares issuable after adjustments. Onto entered into capped call transactions with an initial cap price of $509.06 per share to mitigate dilution and potential cash outlay above principal upon conversion. Concurrently, the company used about $205 million of net proceeds to repurchase 805,325 shares of common stock at $254.53 per share in privately negotiated transactions and plans to use remaining proceeds for capped call costs and general corporate purposes, including a previously announced purchase of 27% of Rigaku Holdings Corporation.
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Insights
Onto locks in large, zero-coupon convert with hedging and buyback.
Onto Innovation raised $1.5 billion (plus $200 million from an option exercise) via 0.00% Convertible Senior Notes due 2031, eliminating cash interest while adding sizable senior unsecured debt. The notes are initially convertible at a price of about $381.80 per share.
The structure includes a conversion cap of 3.9288 shares per $1,000, implying up to 5,893,200 shares if conversion terms are maximized. Capped call transactions with a $509.06 cap are intended to reduce dilution and cash outlay above principal, but require about $77.1 million of net proceeds.
Onto simultaneously repurchased roughly $205 million of stock at $254.53 per share and may deploy remaining proceeds, including for a 27% stake in Rigaku Holdings Corporation. The overall impact on shareholders will depend on future stock prices, conversion behavior and how effectively the new capital supports growth.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
Rule 144A regulatory
capped call transactions financial
Fundamental Change financial
Make-Whole Fundamental Change financial
qualified institutional buyers regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture and Notes
On May 21, 2026, Onto Innovation Inc. (the “Company”) issued $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an Indenture, dated May 21, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $200,000,000 aggregate principal amount of Notes. On May 19, 2026, the initial purchasers exercised this option in full and the Notes issued on May 21, 2026 include the additional $200,000,000 aggregate principal amount of Notes.
The Company offered and sold the Notes to the initial purchasers 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 pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
The Notes are the Company’s senior, unsecured obligations and rank equally in right of payment with the Company’s existing and future senior, unsecured indebtedness, rank senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes in right of payment, effectively subordinated to any secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
The Notes will mature on June 1, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. However, special interest and additional interest, if any, may accrue on the Notes at a combined rate per annum not exceeding 0.50% upon the occurrence of certain events as described in the Indenture.
On or after March 1, 2031, until the close of business on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the Notes will be convertible at the option of the noteholders at any time.
Before March 1, 2031, noteholders will have the right to convert their Notes only under the following circumstances:
| (1) | during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on September 30, 2026, if the Last Reported Sale Price (as defined in the Indenture) per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), exceeds 130% of the conversion price (as described below) for each of at least 20 Trading Days (as defined in the Indenture) (whether or not consecutive) during a period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter; |
| (2) | during the five consecutive business days immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the conversion rate (as described below) on each Trading Day; |
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| (3) | upon the occurrence of specified corporate events or distributions on the Common Stock as set forth in the Indenture; or |
| (4) | if the Company calls such Notes for redemption. |
The conversion rate for the Notes will initially be 2.6192 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $381.80 per share of Common Stock. The conversion rate is subject to adjustment upon certain events. Upon conversion, the Company will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the applicable conversion rate(s).
The Company may not redeem the Notes at its option at any time before June 6, 2029. The Company will have the option to redeem the Notes, in whole or in part (subject to the partial redemption limitation described below), at any time, and from time to time, on or after June 6, 2029 and before the 31st Scheduled Trading Day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the Last Reported Sale Price per share of the Common Stock exceeds 130% of the conversion price on (1) each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the date the Company sends the related redemption notice; and (2) the Trading Day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice.
If certain corporate events that constitute a Fundamental Change (as defined in the Indenture) occur, then, subject to certain exceptions, noteholders may require the Company to repurchase their Notes in whole or in part for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture). The definition of Fundamental Change includes, among other things, certain business combination transactions involving the Company and certain de-listing events with respect to the Common Stock.
In addition, upon a Make-Whole Fundamental Change, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Notes in connection with such Make-Whole Fundamental Change. No adjustment to the conversion rate will be made if the Stock Price (as defined in the Indenture) in such Make-Whole Fundamental Change is either less than $254.53 per share or greater than $2,750.00 per share. The Company will not increase the conversion rate to an amount that exceeds 3.9288 shares per $1,000 principal amount of Notes, subject to adjustment as set forth in the Indenture.
The Notes will have customary provisions relating to the occurrence of Events of Default (as defined in the Indenture), which include the following:
| (i) | certain payment defaults (which, in the case of a default in the payment of special interest or additional interest on the Notes, will be subject to a 30-day cure period); |
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| (ii) | the Company’s failure to send certain notices under the Indenture within specified periods of time, subject to applicable cure periods; |
| (iii) | a default by the Company in its obligation to convert a Note in accordance with the Indenture if not cured within three business days after its occurrence; |
| (iv) | the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; |
| (v) | a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; |
| (vi) | certain defaults by the Company or any of its Significant Subsidiaries (as defined in the Indenture) with respect to indebtedness for borrowed money of at least $175 million; and |
| (vii) | certain events of bankruptcy, insolvency and reorganization involving the Company or any of its Significant Subsidiaries. |
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a Significant Subsidiary), occurs, then the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes will immediately become due and payable without any further action or notice by any person. If an of Event of Default (other than an Event of Default described in the immediately preceding sentence) occurs and is continuing, then, except as described in the immediately succeeding sentence, the Trustee, by notice to the Company, or the noteholders of at least 25% of the aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes to become due and payable immediately. Notwithstanding the foregoing the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days on which such an Event of Default has occurred and is continuing, consist exclusively of the right of noteholders to receive special interest on the Notes at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.
In certain circumstances if, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file certain reports required to be filed with the SEC under the U.S. Securities Exchange Act of 1934, as amended, or the Notes are not otherwise Freely Tradable by holders of the Notes other than the Company’s affiliates, additional interest will accrue on the Notes during the period in which the Company’s failure to file has occurred and is continuing or such Notes are not otherwise Freely Tradable (as defined in the Indenture) by holders other than the Company’s affiliates.
In addition, if, and for so long as, the restrictive legend on the Notes has not been removed in accordance with the terms of the Indenture and the Notes, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise Freely Tradable by holders other than the Company’s affiliates (without restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Notes) as of the 15th day after the one-year anniversary of the last date of original issuance of the Notes, then additional interest will accrue on the Notes with respect to the period in which the Notes remain so restricted at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.
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The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and Form of Global Note are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. This description is qualified in its entirety by reference to such documents.
Capped Call Transactions
On May 18, 2026 and May 19, 2026, in connection with the pricing of the Notes and the exercise by the initial purchasers of their option in full to purchase additional Notes, respectively, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with one or more financial institutions, including one or more of the initial purchasers and/or their respective affiliates (the “Option Counterparties”).
The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Common Stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be $509.06 per share of Common Stock, which represents a premium of 100% over the last reported sale price of the Common Stock of $254.53 per share on May 18, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are separate transactions (in each case entered into by the Company with the Option Counterparties), are not part of the terms of the Notes and will not change the holders’ rights under the Notes. Holders will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the Form of Capped Call Confirmation is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the full text of the Form of Capped Call Confirmation set forth in such exhibit.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 5,893,200 shares of Common Stock may be issued upon conversion of the Notes, based on the maximum conversion rate of 3.9288 shares of Common Stock per $1,000 principal
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amount of Notes, which is subject to customary anti-dilution adjustment provisions. Additional information pertaining to the Notes and the shares of Common Stock issuable upon conversion of the Notes is contained in Item 1.01 of this report and is incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 8.01 | Other Events. |
On May 18, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Concurrently with the offering of the Notes, the Company used $204,979,372.25 of the net proceeds from the offering to repurchase 805,325 shares of Onto Innovation Inc.’s Common Stock in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates, at a price per share equal to $254.53, the last reported sale price per share of Onto Innovation’s Common Stock on the New York Stock Exchange on May 18, 2026.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of Common Stock, if any, issuable upon conversion of the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 4.1 | Indenture, dated May 21, 2026, between Onto Innovation Inc. and the Trustee. | |
| 4.2 | Form of Global Note representing Onto Innovation Inc.’s 0.00% Convertible Senior Notes due 2031 (included within Exhibit 4.1). | |
| 10.1 | Form of Capped Call Confirmation. | |
| 99.1 | Pricing Press Release dated May 18, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONTO INNOVATION INC. | ||||||
| Dated: May 21, 2026 | /s/ Brian K. Roberts | |||||
| Name: Brian K. Roberts | ||||||
| Title: Chief Financial Officer and Principal Accounting Officer | ||||||
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Exhibit 99.1
Onto Innovation Announces Pricing of Upsized Private Offering of
$1.3 Billion of 0.00% Convertible Senior Notes Due 2031
Wilmington, Mass., May 18, 2026 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation” or the “Company”) today announced the pricing of its private offering of $1,300,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $1,100,000,000 aggregate principal amount of Notes. Onto Innovation also granted the initial purchasers of the Notes an option to purchase up to an additional $200,000,000 aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. The offering of the Notes is expected to close on May 21, 2026, subject to customary closing conditions.
The Notes will have an initial conversion price of approximately $381.80 per share of Onto Innovation’s common stock, which represents a premium of approximately 50.0% to the last reported sale price of Onto Innovation’s common stock on The New York Stock Exchange (the “NYSE”) on May 18, 2026.
In connection with the pricing of the Notes, Onto Innovation entered into capped call transactions with an initial cap price of $509.06 per share of Onto Innovation’s common stock, which represents a premium of 100.0% to the last reported sale price of Onto Innovation’s common stock on the NYSE on May 18, 2026.
Onto Innovation estimates that the net proceeds from the offering will be approximately $1,274 million (or $1,470 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers’ discount and commissions but before estimated offering expenses payable by it.
Onto Innovation intends to use (i) approximately $77.1 million of the net proceeds to fund the cost of entering into the capped call transactions described below, (ii) approximately $205,000,000 of the net proceeds to repurchase approximately 0.8 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates, at a price per share equal to $254.53, the last reported sale price per share of Onto Innovation’s common stock on the NYSE on May 18, 2026 and (iii) the remaining net proceeds for general corporate purposes, which may include financing the previously announced acquisition of 27% of the issued and outstanding shares of the common stock of Rigaku Holdings Corporation.
The Notes will be Onto Innovation’s senior unsecured obligations and will mature on June 1, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete.
Before March 1, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after March 1, 2031, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate is 2.6192 shares of common stock per $1,000 principal amount of Notes. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. Onto Innovation will satisfy its conversion obligations by paying cash up to the aggregate principal amount of Notes to be converted and paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.
The Notes will not be redeemable before June 6, 2029. The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Onto Innovation’s option at any time, and from time to time, on or after June 6, 2029 and before the 31st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Onto Innovation’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date. In addition, upon a notice of redemption, Onto Innovation will, under certain circumstances, increase the conversion rate for noteholders who convert Notes in connection with such notice of redemption.
If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require Onto Innovation to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date. In addition, upon certain corporate events, Onto Innovation will, under certain circumstances, increase the conversion rate for noteholders who convert Notes in connection with such a corporate event.
Capped Call
In connection with the pricing of the Notes, Onto Innovation entered into privately negotiated capped call transactions with certain financial institutions, including one or more of the initial purchasers (the “option counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Onto Innovation’s common stock initially underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then Onto Innovation expects to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally to reduce the potential dilution to Onto Innovation’s common stock upon any conversion of the Notes and/or offset any potential cash payments Onto Innovation is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $509.06, which represents a premium of 100.0% over the last reported sale price of Onto Innovation’s common stock of $254.53 per share on the New York Stock Exchange on May 18, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
Onto Innovation has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Onto Innovation’s common stock and/or enter into various derivative transactions with respect to Onto Innovation’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Onto Innovation’s common stock or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Onto Innovation’s common stock and/or purchasing or selling Onto Innovation’s common stock or other securities issued by Onto Innovation in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any averaging period related to a conversion of the Notes, following any redemption of the Notes by Onto Innovation or following any repurchase of the Notes by Onto Innovation in connection with any fundamental change and (y) are likely to do so following any repurchase of the Notes by Onto Innovation other than in connection with any such redemption or any such fundamental change if Onto Innovation elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Onto Innovation’s common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any averaging period related to a conversion of the Notes, it could affect the number of shares of Onto Innovation’s common stock and value of the consideration that a noteholder will receive upon conversion of the Notes.
In addition, if any such capped call transaction fails to become effective, whether or not the offering of the Notes is completed, the option counterparty party thereto may unwind its hedge positions with respect to Onto Innovation’s common stock, which could adversely affect the value of Onto Innovation’s common stock and, if the Notes have been issued, the value of the Notes.
Share Repurchases
The concurrent repurchases of approximately $205,000,000 of shares of Onto Innovation’s common stock described above may have resulted in the common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may have resulted in a higher initial conversion price for the Notes.
Notices
The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of Onto Innovation’s common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or under the securities laws of any state or other jurisdiction, and the Notes and any such shares may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any shares of Onto Innovation’s common stock issuable upon conversion of the Notes, nor shall there be any offer, solicitation or sale of any Notes or any such shares of Onto Innovation’s common stock issuable upon conversion of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Onto Innovation Inc.
Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that includes un-patterned wafer quality, 3D metrology spanning chip features from nanometer scale transistors to large die interconnects, macro defect inspection of wafers and packages, metal interconnect composition, factory analytics, and lithography for advanced semiconductor packaging.
Our breadth of offerings across the entire semiconductor value chain helps our customers solve their most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient.
Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to the timing, size and completion of the proposed Notes offering, the intended use of proceeds, including the capped call transactions and the share repurchase, the terms of the Notes being offered and the anticipated terms of, and the effects of entering into, the share repurchase and the capped call transactions and the actions of the option counterparties and their respective affiliates, as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes, including tariffs and trade disputes, or conflicts on the Company’s global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects
of natural disasters or public health emergencies on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export regulations, tariffs and license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; the Company’s ability to realize the anticipated benefits of the proposed Notes offering and the capped call transactions on the timing expected or at all; and the Company’s ability to successfully integrate acquired businesses and technologies. You should be aware that these statements and any other forward-looking statements in this press release reflect only Onto Innovation’s expectations and are not guarantees of performance or any particular outcome. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K for the fiscal year ended January 3, 2026, as filed with the SEC on February 24, 2026, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 as filed with the SEC on May 5, 2026. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.
Investor Relations:
Sidney Ho
408-376-9163
sidney.ho@ontoinnovation.com