Onto Innovation (ONTO) closes $720M minority stake in Rigaku
Rhea-AI Filing Summary
Onto Innovation Inc. completed the previously announced acquisition of 61,123,436 shares, representing 27% of the issued and outstanding common stock of Rigaku Holdings Corporation from Atom Investment, L.P., for an aggregate purchase price of approximately US$720 million. This is a minority equity stake and Onto Innovation will account for the investment under the fair value option method and will not consolidate Rigaku’s financial results. The investment deepens a strategic collaboration focused on advancing X-ray-based process control solutions for semiconductor manufacturing, and Onto Innovation will nominate a director to Rigaku’s board.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets
On August 10, 2026 (Tokyo time), Onto Innovation Inc. (the “Company”) completed the previously announced acquisition of 61,123,436 shares (27% of the issued and outstanding shares) of the common stock of Rigaku Holdings Corporation (“Rigaku”), pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of April 21, 2026, by and between the Company and Atom Investment, L.P. (the “Seller”), an affiliate of The Carlyle Group.
As previously disclosed, pursuant to the Purchase Agreement, the Company acquired 27% of the issued and outstanding shares of the common stock of Rigaku for an aggregate purchase price of approximately $720 million (the foregoing transaction, the “Rigaku Share Acquisition”).
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On August 10, 2026, the Company issued a press release announcing the closing of the Rigaku Share Acquisition pursuant to the Purchase Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this report by reference. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall be deemed furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description | |
| 2.1* | Share Purchase Agreement, dated as of April 21, 2026, by and between Onto Innovation Inc. and Atom Investment, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on April 20, 2026). | |
| 99.1 | Press Release, dated August 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to the pace of adoption of AI and the consequences of such adoption, the Company’s belief regarding expanding needs for process control technologies, the Company’s beliefs about market opportunities for X-ray, as well as other matters that are not purely historical data. The Company 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 the Company’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 and any potential impact as a result of the novel coronavirus situation; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export 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 investment in and strategic partnership with Rigaku; the Company’s timing and ability to repay its debt; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by the Company are available in the Company’s Form 10-K for the year ended January 3, 2026, and subsequent filings with the Securities and Exchange Commission. As the forward-looking statements are based on the Company’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. The Company does not assume any obligation to update the forward-looking information contained in this Current Report on Form 8-K, except as required by law. Neither future distribution of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K should be deemed to constitute an update or re-affirmation of these statements as of any future date.
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. | ||||||
| Date: August 10, 2026 | By: | /s/ Yoon Ah Oh | ||||
| Yoon Ah Oh | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
Exhibit 99.1
Onto Innovation Completes Strategic Investment in Rigaku
Holdings Corporation
Investment deepens strategic collaboration to advance next-generation X-ray-based
process control solutions for semiconductor manufacturing
Wilmington, Mass., August 10, 2026 – Onto Innovation Inc. (NYSE: ONTO) today announced the successful closing of its previously announced acquisition of a 27% minority equity stake in Rigaku Holdings Corporation (“Rigaku”) from Atom Investment, L.P., an affiliate of Carlyle, for 113,078,356,600 billion yen, or approximately US$720 million. The investment deepens the strategic collaboration between the two companies, first announced in April 2026, to advance X-ray technologies for emerging applications in semiconductor manufacturing process control.
“As semiconductor innovation advances rely increasingly on more complex 3D architectures and exotic materials, our customers face growing challenges in understanding and controlling their most critical manufacturing processes,” said Mike Plisinski, chief executive officer of Onto Innovation. “We are excited by the initial success of our collaboration. This investment strengthens our partnership, accelerates innovation, and enhances our ability to provide more holistic process control solutions to support our customers as they introduce the next generation of semiconductor technologies into high-volume production.”
Onto Innovation will account for the investment under the fair value option method and will not consolidate Rigaku’s financial results. Onto Innovation will nominate a director to serve on Rigaku’s board.
About Onto Innovation Inc.
Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: 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 combined with our connected thinking approach results in a unique perspective to help solve our customers’ 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.
Additional information can be found at www.ontoinnovation.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including Onto Innovation’s belief regarding expanding needs for process control technologies, 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; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export 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 investment in and strategic partnership with Rigaku; the Company’s timing and ability to repay its debt; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 3, 2026, and subsequent filings with the Securities and Exchange Commission. 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.
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Source: Onto Innovation Inc.
ONTO-IC
Contacts:
Investor Relations:
Sidney Ho, +1 408.376.9163
sidney.ho@ontoinnovation.com