What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 201 added, 97 removed, 478 unchanged (38% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of revenue

17 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Other comprehensive income (loss), net of tax:

Change in net unrealized gains (losses) on

Change in net unrealized gains on

available-for-sale marketable securities

6 unchanged sentences

(In thousands)

September 27,

Current Assets:

1 unchanged sentence

Marketable securities

Accounts receivable, less allowance of $ 2,106 at June 28, 2025 and $ 2,585 at December 28, 2024

Accounts receivable, less allowance of $ 2,295 at September 27, 2025 and $ 2,585 at December 28, 2024

Inventories, net

25 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 27,

September 28,

Cash flows from operating activities:

2 unchanged sentences

Amortization of intangibles

Amortization (accretion) of premium (discount) on marketable securities, net

Accretion of discount on marketable securities

Share-based compensation

9 unchanged sentences

Acquisitions, net of cash acquired

Net cash and cash equivalents used in investing activities

Net cash and cash equivalents provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Tax payments related to shares withheld for share-based compensation plans

Payment of contingent consideration for acquired business

Issuance of shares through share-based compensation plans

27 unchanged sentences

Balance at June 28, 2025

Share-based compensation

Issuance of shares through

share-based compensation

Share-based compensation plan

Currency translation

Unrealized gain on investments

Balance at September 27, 2025

Comprehensive

14 unchanged sentences

Balance at June 29, 2024

Share-based compensation

Issuance of shares through

share-based compensation

Purchases and retirement of common stock

Share-based compensation plan

Currency translation

Unrealized gain on investments

Balance at September 28, 2024

The accompanying notes are an integral part of these financial statements.

7 unchanged sentences

Actual amounts could differ materially from reported amounts.

The interim results for the three and six-month periods ended June 28, 2025 are not necessarily indicative of results to be expected for the entire year or any future periods.

The interim results for the three and nine-month periods ended September 27, 2025 are not necessarily indicative of results to be expected for the entire year or any future periods.

This interim financial information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 (the “2024 Form 10-K”) filed with the Securities and Exchange Commission on February 25, 2025.

2 unchanged sentences

Our fiscal year ending January 3, 2026 (“fiscal year 2025”) is a 53-week fiscal year.

The first quarter of the Company’s fiscal year 2025 ended on March 29, 2025, the second quarter ended on June 28, 2025 and the third quarter ends on September 27, 2025.

The first quarter of the Company’s fiscal year 2025 ended on March 29, 2025, the second quarter ended on June 28, 2025 and the third quarter ended on September 27, 2025.

Our fiscal year ended December 28, 2024 was a 52-week fiscal year.

The second quarter of the fiscal year ended December 28, 2024 ended on June 29, 2024.

The third quarter of the fiscal year ended December 28, 2024 ended on September 28, 2024.

Use of Estimates

8 unchanged sentences

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three and six months ended June 28, 2025 , as compared to the recent accounting pronouncements described in the 2024 Form 10-K, that are of significance, or potential significance, to the Company.

Updates Not Yet Effective

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages and clarifies the threshold entities apply to begin capitalizing costs.

2025-06 is effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

The ASU may be applied prospectively, retrospectively or through a modified transition approach with early adoption permitted.

The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326), which simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers.

The guidance allows all entities to use a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

Early adoption is permitted.

Entities that elect the practical expedient are required to apply the amendments prospectively.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Other than the standards listed above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 27, 2025 , as compared to the recent accounting pronouncements described in the 2024 Form 10-K, that are of significance, or potential significance, to the Company.

Proposed Acquisition

On June 27, 2025, we entered into a definitive agreement to acquire all the outstanding membership interests of Semilab USA LLC (“Semilab USA”) from Semilab International Zrt.

(“Semilab”), for $ 475.0 million in cash (subject to certain customary purchase price adjustments) and 706,215 shares of the Company’s common stock .

Based on the closing price of Onto Innovation’s common stock on June 27, 2025, the total transaction value is approximately $ 545.0 million.

The transaction is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions, including U.S.

and Hungarian regulatory approvals.

In the second quarter of fiscal 2025, the Company incurred $ 2.5 million of transaction-related costs recorded within the caption “General and administrative” in the Company’s Condensed Consolidated Statements of Operations.

On June 27, 2025, we entered into an Equity Purchase Agreement (the “Purchase Agreement”) to acquire all the outstanding membership interests of Semilab USA LLC (“Semilab USA”) from Semilab International Zrt.

(“Semilab”), for $ 475.0 million in cash (subject to certain customary purchase price adjustments) and 706,215 shares of the Company’s common stock (the “Transaction”) .

On September 25, 2025, each of the Company and Semilab received a request for additional information and documentary material (a “Second Request”) from the U.S.

Department of Justice in connection with the Transaction.

In response to the Second Request, and in order to increase the likelihood of a timely closing for the Transaction, on October 9, 2025, the parties entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which the parties agreed that the Fourier-Transform infrared spectroscopy reflectometry systems business conducted by Semilab and its affiliates would not be included in the Transaction and would instead be retained by Semilab.

The Purchase Agreement Amendment amends the purchase price that the Company will pay to Semilab in the transaction to $432.3 million in cash (subject to certain customary purchase price adjustments) and 641,771 shares of the Company’s common stock, par value $0.001 per share.

This represents a reduction of approximately $50.0 million in total Transaction value to approximately $495.0 million based upon the closing value of the Company’s common stock on June 27, 2025.

The Company continues to anticipate that the Transaction will be completed in 2025.

For the three and nine months ended September 27, 2025 , the Company incurred $ 2.1 million and $ 4.6 million of Transaction-related costs, respectively, in each case recorded within the caption “General and administrative” in the Company’s Condensed Consolidated Statements of Operations.

Fair Value Measurements

9 unchanged sentences

Level 3 inputs are unobservable inputs based on management’s assumptions used to measure assets and liabilities at fair value.

A financial asset’s or liability’s fair value measurement classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis at June 28, 2025 and December 28, 2024:

asset’s or liability’s fair value measurement classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis at September 27, 2025 and December 28, 2024:

Fair Value Measurements Using

1 unchanged sentence

Inputs (Level 2)

September 27,

(in thousands)

6 unchanged sentences

Available-for-sale debt securities classified as Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

The foreign currency forward contracts are primarily measured based on the foreign currency spot and forward

rates quoted by the banks or foreign currency dealers.

The foreign currency forward contracts are primarily measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers.

Investment prices are obtained from third-party pricing providers, which model prices utilizing the above observable inputs, for each asset class.

1 unchanged sentence

Non-recurring Fair Value Measurements

During the six-month period ended June 28, 2025 , the Company invested $ 8.0 million in the equity of a privately-held company.

During the nine-month period ended September 27, 2025 , the Company invested $ 8.0 million in the equity of a privately-held company.

There were no such investments at December 28, 2024.

1 unchanged sentence

This non-marketable equity investment is generally accounted for under the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes and is periodically assessed for impairment when events or circumstances indicate that decline in value may have occurred.

As of June 28, 2025 , there have been no impairments recorded for the non-marketable equity investment.

As of September 27, 2025 , there have been no impairments recorded for the non-marketable equity investment.

Marketable Securities

At June 28, 2025 and December 28, 2024, marketable securities are categorized as follows:

At September 27, 2025 and December 28, 2024, marketable securities are categorized as follows:

Amortized Cost

2 unchanged sentences

(in thousands)

June 28, 2025

September 27, 2025

Government notes and bonds

9 unchanged sentences

Total marketable securities

The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Condensed Consolidated Balance Sheets classification, are as follows at June 28, 2025 and December 28, 2024:

June 28, 2025

September 27, 2025

December 28, 2024

8 unchanged sentences

The Company has evaluated its investment policies and determined that all of its marketable securities, which are comprised of debt securities, are to be classified as available-for-sale.

The Company’s available-for-sale debt securities are carried at fair value, with the unrealized gains and losses reported in Stockholders’ equity under the caption “Accumulated other comprehensive loss.” Gross realized gains and losses on available-for-sale securities are included in “Other (expense) income, net” on the Condensed Consolidated Statements of Operations and were not material during the three and six-months ended June 28, 2025 and June 29, 2024.

The Company records credit losses for its available-for-sale debt securities when it intends to sell the securities, it is more likely than not that it will be required to sell the securities before a recovery, or when it does not expect to recover the entire amortized cost basis of the securities.

The cost of securities sold is based on the specific identification method.

The Company has determined that the gross unrealized losses on its marketable securities at June 28, 2025 and December 28, 2024 are temporary in nature.

The Company has determined that the gross unrealized losses on its marketable securities at September 27, 2025 and December 28, 2024 are temporary in nature.

The Company regularly reviews its investment portfolio to identify and evaluate marketable securities that have indications of possible impairment from credit losses or other factors.

Factors considered in determining whether an unrealized loss is considered to be a credit loss include the length of time and extent to which fair value has been less than the cost basis, credit quality and the Company’s ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value.

The following table summarizes the estimated fair value and gross unrealized holding losses of marketable securities, aggregated by investment instrument and period of time in an unrealized loss position, at June 28, 2025 and December 28, 2024:

In Unrealized Loss Position For

5 unchanged sentences

(in thousands)

June 28, 2025

September 27, 2025

Government notes and bonds

10 unchanged sentences

The Company, when it considers it to be appropriate, enters into forward contracts to hedge the economic exposures arising from foreign currency denominated transactions.

At June 28, 2025 and December 28, 2024, these contracts were denominated in euro, Chinese renminbi, Japanese yen, Korean won, Singapore dollars, and Taiwanese dollars.

These contracts are typically denominated in euro, Chinese renminbi, Japanese yen, Korean won, Singapore dollars, and Taiwanese dollars.

Foreign currency forward contracts are not designated as hedges for accounting purposes, and therefore, the change in fair value is recorded in “Other (expense) income, net,” in the Condensed Consolidated Statements of Operations.

1 unchanged sentence

The dollar equivalent of the U.S.

dollar forward contracts and related fair values as of June 28, 2025 and December 28, 2024 were as follows:

June 28, 2025

dollar forward contracts and related fair values as of September 27, 2025 and December 28, 2024 were as follows:

September 27, 2025

December 28, 2024

4 unchanged sentences

The changes in the carrying amount of goodwill are as follows:

Six Months Ended

Nine Months Ended

September 27,

September 28,

(in thousands)

Balance, beginning of the period

Acquired business

Adjustment for previously acquired business

Balance, end of the period

Purchased Intangible Assets

Purchased intangible assets as of June 28, 2025 and December 28, 2024 are as follows:

Purchased intangible assets as of September 27, 2025 and December 28, 2024 are as follows:

Gross Carrying Amount

1 unchanged sentence

(in thousands)

June 28, 2025

September 27, 2025

Finite-lived intangibles:

9 unchanged sentences

Total identifiable intangible assets

During the three and six months ended June 28, 2025, the Company disposed of fully amortized identifiable intangible assets whose gross carrying value totaled $ 117 million.

There were no disposals of identifiable intangible assets during the three and six months ended June 29, 2024.

During the nine months ended September 27, 2025, the Company disposed of fully amortized identifiable intangible assets whose gross carrying value totaled $ 117 m illion.

There were no disposals of identifiable intangible assets during the three and nine months ended September 28, 2024 .

Assuming no change in the gross carrying value of identifiable intangible assets and estimated lives, future estimated amortization expenses are:

4 unchanged sentences

Inventories, net are comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

5 unchanged sentences

Property, plant and equipment, net is comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

9 unchanged sentences

Other assets are comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

5 unchanged sentences

Accrued liabilities are comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

4 unchanged sentences

Other current liabilities are comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

8 unchanged sentences

Other non-current liabilities are comprised of the following:

June 28, 2025

September 27, 2025

December 28, 2024

18 unchanged sentences

Changes in the Company’s warranty reserves are as follows:

Six Months Ended

Nine Months Ended

September 27,

September 28,

(in thousands)

8 unchanged sentences

The Company is permitted to borrow up to 70 % of the value of eligible securities held at the time the line of credit is accessed, up to a maximum of $ 100.0 million.

The available line of credit as of June 28, 2025 was $ 100.0 million with an available interest rate of 5.0 %.

The available line of credit as of September 27, 2025 was $ 100.0 million with an available interest rate of 4.8 %.

The credit agreement is available to the Company until such time that either party terminates the arrangement at their discretion.

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

6 unchanged sentences

The contract assets amounts are recorded in “Accounts receivable” in the Condensed Consolidated Balance Sheets.

As of June 28, 2025 and December 28, 2024, the Company had contract assets of $ 5.2 million and $ 10.1 million, respectively.

As of September 27, 2025 and December 28, 2024, the Company had contract assets of $ 3.4 million and $ 10.1 million, respectively.

The Company records contract liabilities when the customer has been billed in advance of the Company completing its performance obligations primarily with respect to liabilities related to service contracts and installation.

For contracts that have a duration of one year or less, these amounts are recorded as “Deferred revenue” in the Condensed Consolidated Balance Sheets.

For contracts with a duration longer than one year, these amounts are recorded in “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

As of June 28, 2025 and December 28, 2024, the Company carried a long-term deferred revenue balance of $ 4.5 million and $ 4.0 million, respectively.

For contracts with a duration longer than one year, deferred revenue is recorded in “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

As of September 27, 2025 and December 28, 2024, the Company carried a long-term deferred

revenue balance of $ 5.9 million and $ 4.0 million, respectively, within “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Changes in deferred revenue were as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

5 unchanged sentences

Total share-based compensation expense

As of June 28, 2025 , there was $ 48.4 million of total unrecognized compensation cost related to restricted stock units granted under the Company’s stock plans.

That cost is expected to be recognized over a weighted average period of 2.2 years following June 28, 2025.

As of September 27, 2025 , there was $ 44.1 million of total unrecognized compensation cost related to restricted stock units granted under the Company’s stock plans.

That cost is expected to be recognized over a weighted average period of 2.0 years following September 27, 2025.

Equity Awards

The Company granted the following restricted stock units (“RSUs” and each, an “RSU”) and market-based performance restricted stock units (“PSUs” and each, a “PSU”) during the six months ended June 28, 2025:

The Company granted the following restricted stock units (“RSUs” and each, an “RSU”) and market-based performance restricted stock units (“PSUs” and each, a “PSU”) during the nine months ended September 27, 2025:

Awards Granted To:

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(3) These awards include PSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement.

The number of units that ultimately vest on March 3, 2027 and March 3, 2028 will be from 0% and 200%, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $6.9 million and was valued using the Monte Carlo method.

The number of units that ultimately vest on March 3, 2027 and March 3, 2028 will range from 0% to 200%, depending on achievement of these performance criteria.

Total grant date value of these PSUs is approximately $6.9 million and was valued using the Monte Carlo method.

Other (Expense) Income, Net

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

Foreign currency exchange (losses) gains, net

Foreign currency exchange losses, net

Total other (expense) income, net

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

Income before income taxes

Income before provision for income taxes

Provision for income taxes

Effective tax rate

The income tax provision for the three and six months ended June 28, 2025 was computed based on the Company’s annual forecast of profit by jurisdiction and forecasted effective tax rate for the year.

The increase in the Company’s income tax provision for the three and six months ended June 28, 2025 as compared to the three and six months ended June 29, 2024 was primarily due to fewer excess benefits associated with equity compensation.

The income tax provision for the three and nine months ended September 27, 2025 was computed based on the Company’s annual forecast of profit by jurisdiction and forecasted effective tax rate for the year.

The decrease in the Company’s income tax provision for the three months ended September 27, 2025 compared to the three months ended September 28, 2024 was primarily due to lower profitability before taxes.

The increase in the Company’s income tax provision for the nine months ended September 27, 2025 compared to the nine months ended September 28, 2024 was primarily due to fewer excess tax benefits associated with equity compensation.

The Company’s recorded effective tax rate for the periods presented is less than the U.S.

6 unchanged sentences

The Company continues to monitor available evidence and may reverse some or all of its remaining valuation allowance in future periods, if appropriate.

The Company has a recorded valuation allowance against a certain portion of its deferred tax assets of $ 12.2 million at each of June 28, 2025 and December 28, 2024.

The Company has a recorded valuation allowance against a certain portion of its deferred tax assets of $ 12.2 million at each of September 27, 2025 and December 28, 2024.

The Organization for Economic Co-operation and Development (“OECD”) has been working on a Base Erosion and Profits Shifting (“BEPS”) project that would change various aspects of the existing framework under which the Company’s tax obligations are determined in many of the countries in which we operate.

1 unchanged sentence

Numerous countries have enacted, or are in the process of enacting, legislation to implement the Pillar Two model rules with a subset of the rules becoming effective during the current year, and the remaining rules becoming effective in later periods.

In June 2025, the Group of Seven (“G7”) countries (Canada, France, Germany, Italy, Japan, the U.K.

and the United States) agreed to exclude U.S.

Multi-National entities (MNEs) from certain aspects of Pillar Two (the “G7 Statement”) in exchange for the United States not imposing retaliatory taxes through the One Big Beautiful Bill Act.

We will continue to monitor the G7 Statement, which has not yet been incorporated into the OECD framework.

At this point in time, the Company does not expect any material tax impact associated with Pillar Two rules in the countries where it operates.

1 unchanged sentence

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act.

Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign

As a result of the enactment of the legislation, the Company expects an increase to tax expense during the third and fourth quarters of 2025, primarily related to changes in the taxation of profits derived from foreign operations, and more specifically, the foreign-derived intangible income deduction.

The Company continues to evaluate the impact the new legislation will have on the Consolidated Financial Statements.

However, as the assessment is ongoing, the Company is not able to quantify the impact on the Consolidated Financial Statements at this time.

Included in this legislation are provisions that allow for the immediate expensing of domestic U.S.

research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

The impact of the Act has been accounted for in the provision for taxes for the quarter ended September 27, 2025 and the amount is determined to be immaterial.

The Company continues to evaluate the impact the new legislation will have on the Consolidated Financial Statements for future years.

However, as the assessment is ongoing, the Company is not able to quantify the impact at this time.

Earnings Per Share

Basic earnings per share is calculated using the weighted average number of shares of common stock outstanding during the period.

Restricted stock units, employee stock purchase grants and stock options are included in the calculation of diluted earnings per share, except when their effect would be anti-dilutive.

Restricted stock units and employee stock purchase grants are included in the calculation of diluted earnings per share, except when their effect would be anti-dilutive.

For the three and nine months ended September 27, 2025, the weighted average number of restricted stock units excluded from the computation of diluted earnings per share we re 101 thousand and 80 thousand, respectively.

Anti-dilutive shares for the three and nine months ended September 28, 2024 were immaterial.

The Company’s basic and diluted earnings per share amounts are as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands, except for per share data)

14 unchanged sentences

Balance at December 28, 2024

Net current period other comprehensive income

Balance at June 28, 2025

Net current period other comprehensive income (loss)

Balance at September 27, 2025

Foreign currency

Net unrealized gains (losses) on

Net unrealized gains on

available-for-sale marketable

3 unchanged sentences

Balance at December 30, 2023

Net current period other comprehensive (loss) income

Balance at June 29, 2024

For the six-month period ended June 28, 2025, tax effects on net income of amounts recorded in other comprehensive income was $ 64 thousand.

For the six-month period ended June 29, 2024, tax effects on net income of amounts recorded in other comprehensive loss was $ 236 thousand .

Net current period other comprehensive income

Balance at September 28, 2024

For the nine-month period ended September 27, 2025, tax effects on net income of amounts recorded in other comprehensive income was $ 117 t housand.

For the nine-month period ended September 28, 2024, tax effects on net income of amounts recorded in other comprehensive loss was $ 358 thousand .

Segment Reporting and Geographic Information

The Company is engaged in the design, development, manufacture and support of high-performance control metrology, defect inspection, lithography and data analysis systems used by microelectronics device manufacturers.

The Company and its subsidiaries currently operate in a single operating segment:

the design, development, manufacture and support of high-performance process control defect inspection and metrology, lithography and process control software systems used by microelectronics device manufacturers.

Therefore, the Company has one reportable segment.

The Company’s chief operating decision maker is the Chief Executive Officer (the “CEO”).

The CEO allocates resources and assesses performance of the business and other activities at the reportable segment level.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as “Total assets.” The CEO does not review segment assets at a level other than that presented in the Company’s Condensed Consolidated Balance Sheets.

The Company is organized and operates as one operating and reportable segment;

the design, development, manufacture and support of high-performance control metrology, defect inspection, lithography and data analysis systems used by microelectronics device manufacturers.

This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments.

The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

The CODM uses net income as the measure of profit or loss to allocate resources and assess performance.

The CODM regularly reviews net income as reported on the Company’s consolidated statements of operations.

Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis.

The CODM considers the impact of the significant segment expenses in the table below on net income when deciding whether to reinvest profits, propose share repurchase, or pursue strategic mergers and acquisitions.

The measure of segment assets is reported on the balance sheet as total assets.

The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.

The table below presents the Company’s consolidated operating results including significant segment expenses:

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

16 unchanged sentences

Depreciation expense is a significant expense related to research and development expenses, sales and marketing expenses and general and administrative expenses as shown above.

For the six-months ended June 28, 2025 and June 29, 2024, depreciation expense was $ 10.2 million and $ 6.9 million, respectively.

For the three and nine months ended September 27, 2025 , depreciation expense was $ 5.0 million and $ 15.2 million, respectively.

For the three and nine months ended September 28, 2024 , depreciation expense was $ 3.9 million and $ 10.8 million, respectively.

The following table lists the different sources of revenue:

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands, except for percentages)

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

4 unchanged sentences

The following customers accounted for 10% or more of total revenue for the indicated periods:

Six Months Ended

Two customers’ net accounts receivable balances were individually greater than 10 % of net accounts receivable at June 28, 2025, representing, in the aggregate approximately 37 % of the Company’s total net accounts receivable.

Nine Months Ended

September 27,

September 28,

Three customers’ net accounts receivable balances were individually greater than 10 % of net accounts receivable at September 27, 2025, representing, in the aggregate approximately 46 % of the Company’s total net accounts receivable.

Two customers’ net accounts receivable balances were individually greater than 10 % of net accounts receivable at December 28, 2024 , representing, in the aggregate, approximately 47 % of the Company’s total net accounts receivable.

4 unchanged sentences

Any amount paid to repurchase the shares in excess of par value, including transaction costs, would be recorded directly as a decrease to additional paid-in capital and accumulated earnings.

During the three and six months ended June 28, 2025, 0 and 492 thousand shares of the Company’s common stock were repurchased under the share repurchase authorization, respectively.

At June 28, 2025 , there was $ 99.9 million available for future share repurchases under this share repurchase authorization.

During the three and nine months ended September 27, 2025, 0 and 492 thousand shares of the Company’s common stock were repurchased under the share repurchase authorization, respectively.

At September 27, 2025 , there was $ 99.9 million available for future share repurchases under this share repurchase authorization.

Restructuring and Other

1 unchanged sentence

These restructuring plans may result in charges to cost of goods sold for streamlining of certain manufacturing activities and other charges, including inventory write-downs primarily related to the exit of older product lines.

Charges to operating expenses primarily include employee severance costs that are paid during the period incurred, charges for streamlining of certain operating activities and impairment charges such as plant, property and equipment.

Charges to operating expenses primarily include employee severance costs

that are paid during the period incurred, charges for streamlining of certain operating activities and impairment charges such as plant, property and equipment.

Restructuring and other expenses recorded in the Condensed Consolidated Statements of Operations are as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements