Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the fiscal quarter ended June 28, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).
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Item 6. Exh ibits
Exhibit No.
Description
3.1
Amended and Restated Certificate of Incorporation of Onto Innovation Inc., dated October 25, 2019, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on October 28, 2019 (File No. 001-39110).
3.2
Amended and Restated Bylaws of Onto Innovation Inc., dated January 22, 2020, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on January 27, 2020 (File No. 001-39110).
10.1 ^
Equity Purchase Agreement, dated as of June 27, 2025, by and among Onto Innovation Inc., Semilab USA LLC, Semilab International Zrt. and Semilab Zrt, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on June 30, 2025 (File No. 001-39110).
10.2+
Employment Agreement between Onto Innovation Inc. and Brian Roberts, effective as of June 16, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 16, 2025 (File No. 001-39110).
10.3+ ^^
Separation Agreement between Onto Innovation and Mark Slicer, dated July 9, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A filed with the SEC on July 11, 2025 (File No. 001-39110).
31.1*
Rule 13a-14(a) Certification of Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Rule 13a-14(a) Certification of Chief Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
* Filed herewith.
** Furnished herewith.
^ 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.
^^ Certain identified information has been excluded from this exhibit in accordance with Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.
+ Management contract, compensatory plan or arrangement.
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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 thereunto duly authorized.
Onto Innovation Inc.
Date:
August 7, 2025
By:
/s/ Michael P. Plisinski
Michael P. Plisinski
Chief Executive Officer
Date:
August 7, 2025
By:
/s/ Brian K. Roberts
Brian K. Roberts
Chief Financial Officer and Principal Accounting Officer
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.