Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
In February 2024, the Onto Innovation Board of Directors approved a new share repurchase authorization, which allows the Company to repurchase up to $200 million worth of shares of its common stock. There were 0 and 492 thousand shares of common stock repurchased under this authorization during the three and nine months ended September 27, 2025, respectively. There was $99.9 million available for future share repurchases under this share repurchase authorization at September 27, 2025. For further information, see Note 16, “Share Repurchase Authorization,” of the Notes to the Condensed Consolidated Financial Statements.
In addition to our share repurchase program, we withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under the Company’s equity incentive program. During the three and nine months ended September 27, 2025, we withheld 3 thousand and 89 thousand shares through net share settlements, respectively. For the three and nine months ended September 27, 2025, net share settlements cost $0.4 million and $12.7 million, respectively. Please refer to Note 10, “Share-Based Compensation,” of the Notes to the Condensed Consolidated Financial Statements for further discussion regarding our equity incentive plan.
The following table provides details of common stock purchased during the three months ended September 27, 2025 (in thousands, except per share data):
Period
Total Number
of Shares
Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program
Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Program
(in thousands, except for per share data)
June 29, 2025 to July 28, 2025
2
$
100.23
—
$
99,935
July 29, 2025 to August 28, 2025
—
$
97.87
—
$
99,935
August 29, 2025 to September 27, 2025
1
$
104.56
—
$
99,935
Three months ended September 27, 2025
3
$
101.34
—
Item 3. Defaults Upo n Senior Securities
None.
Item 4. Mine Saf ety Disclosures
None.
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