Every 8-K that Onto Innovation Inc. (ONTO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ONTO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ONTO filings page.
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.
Onto Innovation Inc. reported that on August 6, 2026 it issued a news release announcing results for its fiscal second quarter ended June 30, 2026 and other related material information.
The company is furnishing this earnings release as Exhibit 99.1 and specifies that the related information is not deemed filed under Section 18 of the Exchange Act, nor incorporated by reference into other securities filings unless expressly stated.
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.
Onto Innovation Inc. reported the results of its 2026 Annual Meeting held in Wilmington, Massachusetts. Stockholders elected seven directors—Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Stephen S. Schwartz, Christopher A. Seams, and May Su—to serve until the next annual meeting, with each nominee receiving over 38.7 million votes in favor and 2.68 million broker non-votes.
Stockholders also approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers, with 40,624,022 votes for, 1,196,481 against, 201,194 abstentions, and 2,682,384 broker non-votes. In addition, they ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 44,378,549 votes for, 178,157 against, and 147,375 abstentions.
Onto Innovation Inc. plans a private offering of $1,100,000,000 aggregate principal amount of convertible senior notes due 2031, to be sold to qualified institutional buyers. The company may also grant initial purchasers an option for an additional $165,000,000 of notes.
Onto Innovation expects to use part of the net proceeds for capped call transactions tied to its stock and up to approximately $300,000,000 for concurrent share repurchases. Remaining proceeds are earmarked for general corporate purposes, which may include financing the previously announced acquisition of 27% of Rigaku Holdings Corporation. The notes will be senior unsecured obligations, maturing on June 1, 2031, with conversion obligations settled in cash and, at the company’s election, cash, stock, or both for any amount above principal.
Onto Innovation Inc. reported record first-quarter 2026 revenue of $291.9 million, up 9.5% year-over-year, driven by stronger demand in advanced semiconductor nodes. GAAP gross margin was 50.1%, while GAAP net income declined to $33.8 million with diluted EPS of $0.67, down from $1.30 a year earlier.
On a non-GAAP basis, operating income was $77.9 million and diluted EPS was $1.42. The company guided second-quarter revenue to $320–$330 million with non-GAAP EPS of $1.65–$1.73. Onto also plans to buy a 27% stake in Rigaku for about $710 million as part of a strategic collaboration in advanced X‑ray technologies.
Onto Innovation Inc. agreed to acquire 61,123,436 shares of Rigaku Holdings Corporation, representing 27% of its common stock, for an aggregate purchase price of approximately $710 million under a Share Purchase Agreement with Atom Investments, L.P., an affiliate of The Carlyle Group.
The transaction is expected to close in the second half of 2026, subject to Hart-Scott-Rodino and other regulatory approvals, customary closing conditions and the absence of a Material Adverse Effect. Onto Innovation entered into a $500 million senior secured 364‑day bridge term loan commitment with Goldman Sachs Bank USA to help finance the deal and related costs.
Onto Innovation and Rigaku are deepening an existing collaboration that integrates Onto’s Ai Diffract analysis software with Rigaku’s CD‑SAXS X‑ray platforms, targeting a process control market that external analysts estimate to exceed $1 billion within five years. Onto will hold a minority stake, expects to account for the investment under the fair value option method, gain the right to nominate one Rigaku director and expects the investment to be accretive as of December 31, 2026.
Onto Innovation Inc. reported a strong start to 2026, with a preliminary estimate of first quarter revenue of $292 million, above its previously communicated outlook of $275 to $285 million. The company also issued second quarter 2026 revenue guidance of $320 to $330 million, described as an 8% increase over its earlier outlook.
Onto highlighted the successful qualification of its new Dragonfly® G5 inspection platform for 2.5D advanced AI packaging, with initial shipments expected in June. Management noted a meaningful increase in demand for Dragonfly platforms, which are now expected to grow more than 50% in 2026 compared with 2025, reflecting strong interest in process control solutions for AI-related packaging.
Onto Innovation Inc. reported record revenue for both the 2025 fourth quarter and full year, reflecting steady demand for its semiconductor process control tools. Fourth-quarter revenue was $266.9 million, up 1.1% from 2024, while full-year revenue reached $1.005 billion, 1.8% higher than the prior year.
Profitability declined on a GAAP basis, with Q4 gross margin at 46.4% and diluted earnings per share at $0.21, down from $0.98 a year earlier, mainly due to higher amortization and restructuring costs. Non-GAAP diluted EPS was $1.26 versus $1.51 in Q4 2024. The company generated about $95 million in Q4 operating cash flow and ended the year with $639.6 million in cash and short-term investments. Onto completed the acquisition of key product lines from Semilab International and signed a volume purchase agreement estimated at over $240 million for its Dragonfly® systems. For the first quarter of 2026, it guides revenue of $275–$285 million and non-GAAP diluted EPS of $1.26–$1.36, with non-GAAP operating margin of 25.5%–26.5%.
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 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 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.
Onto Innovation Inc. amended its agreement to acquire Semilab USA after a U.S. Department of Justice Second Request extended the antitrust review timeline. To help secure regulatory clearance, the parties agreed that Semilab’s Fourier-Transform infrared spectroscopy reflectometry systems business will be excluded from the deal and retained by the seller.
Under the amended terms, Onto Innovation will pay $432,310,000 in cash (subject to customary adjustments) and issue 641,771 shares of common stock, a reduction of approximately $50 million to approximately $495 million based on the Company’s June 27, 2025 share price. The excluded business represents approximately $13 million, or 10%, of estimated 2025 revenue for Semilab USA.
Onto Innovation expects the business it will acquire, excluding the carved-out operation, to generate approximately $120 million in annual revenue and to increase earnings per share by approximately 10% in the first year after closing. The company affirms its previously issued third quarter 2025 guidance and continues to anticipate completing the transaction in 2025, subject to Hart-Scott-Rodino clearance.