News & Events

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…

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 in…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Other Events On May 18, 2026, Onto Innovation Inc. (the “Company”) issued a press release announcing that the Company plans to commence, subject to market conditions and other factors, a private offering (the “Offering”) of $1,100,000,000 aggregate principal amount of 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 (the “Securities Act”). A copy of the press release is at…

Results of Operations and Financial Condition. On May 5, 2026, Onto Innovation Inc. announced in a news release its results for its fiscal first quarter ended March 31, 2026 and other related material information (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securitie…

Entry into a Material Definitive Agreement On April 21, 2026 (Tokyo time), Onto Innovation Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”), with Atom Investments, L.P. (the “Seller”), an affiliate of The Carlyle Group, pursuant to which the Company agreed to acquire 61,123,436 shares (27% of the issued and outstanding shares) of the common stock of Rigaku Holdings Corporation (“Rigaku”), from the Seller for an aggregate purchase price of approximately $…

Other Events In connection with entering into the Purchase Agreement, the Company entered into a commitment letter (the “Bridge Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment Party”), which provides for a senior secured 364-day bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $500 million, subject to the terms and conditions set forth therein. The Bridge Facility is intended to be available to the Company to finance, together…

Results of Operations and Financial Condition. On April 16, 2026, Onto Innovation Inc. issued a news release announcing a preliminary estimate of its revenue for its fiscal first quarter ended March 31, 2026 and establishing guidance for the fiscal second quarter ending June 30, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall…