What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-24 compared with 2025-02-25 · 26 added, 21 removed, 286 unchanged (14% of the section changed)

8 unchanged sentences

Our systems are backed by worldwide customer service and applications support.

Semilab USA Acquisition

In the fourth quarter of 2025, the Company acquired Semilab USA, which was a subsidiary of Semilab International Zrt., which added three advanced product lines—FAaST ® , CnCV ® and MBIR—to Onto Innovation’s portfolio, enhancing the Company’s capabilities in inline wafer contamination monitoring, materials characterization and unique surface charge metrology.

For more information regarding these product lines, please see “Onto Innovation’s Products” below.

Industry Background

7 unchanged sentences

“Advanced nodes” refers to leading-edge ICs where the sizes of transistors and other features continue to shrink.

Advanced nodes are associated with transistor dimensions less than 10 nanometers (nm), with the most advanced logic devices now in production using 3nm and soon 2nm transistor dimensions.

Advanced nodes are associated with transistor dimensions less than 10 nanometers (nm), with the most advanced logic devices now in production using 3nm and 2nm transistor dimensions.

Our metrology systems used to measure and characterize these small features are generally purchased when a customer is beginning development at a new, smaller node, in order to set up and test new manufacturing equipment being installed for production at the new node.

Our process control/metrology equipment is generally installed prior to the installation of the actual process equipment for that reason.

Additional process control equipment is normally purchased when the initial process yields have been stabilized and more manufacturing capacity is required to meet production demands.

Additional process control equipment is normally purchased when the initial process yields have been stabilized and more

manufacturing capacity is required to meet production demands.

Therefore, our sales to customers for advanced nodes is generally higher when manufacturing lines for new nodes are being established and may not represent continuous sales revenue until our initial systems reach high levels of utilization driven by the need for greater capacity.

The growth in artificial intelligence (“AI”) based applications has generated significant demand and new technology requirements in the advanced node segment, including for both logic and memory devices.

Demand for our products also continues to be driven by our customers’ desire for higher overall chip performance enabled by a greater number of transistors

per square millimeter, while improving power efficiency, logic processing capability, data storage volume and manufacturing yield.

Demand for our products also continues to be driven by our customers’ desire for higher overall chip performance enabled by a greater number of transistors per square millimeter, while improving power efficiency, logic processing capability, data storage volume and manufacturing yield.

To achieve these goals, our customers have increased their use of more complex materials and processing methods in their manufacturing flow.

34 unchanged sentences

In order to meet the growing demand at reduced average selling prices, manufacturers are looking to scalable technology.

Advanced packaging facilities looking to improve Cost of Ownership and

increase productivity are transitioning from 300mm wafers to large rectangular panels, which can be as large as 650mm x 650mm.

Advanced packaging facilities looking to improve Cost of Ownership and increase productivity are transitioning from 300mm wafers to large rectangular panels, which can be as large as 650mm x 650mm.

This larger size enables companies manufacturing large area packages to increase the number of devices being processed at each step as they are no longer limited to operating within the constraints of a round wafer.

15 unchanged sentences

The Atlas family of products represents our line of high-performance automated metrology systems providing OCD and thin film metrology and wafer stress metrology for transistor and interconnect metrology applications.

The thin film and OCD technology is supported by our suite of solutions including our latest introductions of AI Diffract software, SpectraProbe software and NanoGen scalable computing engine, which enables visualization, modeling, and analysis of complex structures.

The thin film and OCD technology is supported by our suite of solutions including our latest introductions of AI Diffract software, SpectraProbe software and AiGen X scalable computing engine, which enables visualization, modeling, and analysis of complex structures.

AI Diffract is a modeling, visualization and analysis software that takes signals from the metrology systems, providing critical dimension, thickness, and optical properties from in-line measurements.

3 unchanged sentences

SpectraProbe complements the high-fidelity modeling of AI Diffract with a simple machine learning interface for rapid recipe deployment.

The software is supported by NanoGen, an enterprise scale computing hardware system that is deployed to run the computing intensive analysis software.

NanoGen leverages commercial server chips and networking architecture and is optimized to support the workload of AI Diffract and SpectraProbe analysis.

The software is supported by Ai Gen X, an enterprise scale computing hardware system that is deployed to run the computing intensive analysis software.

Ai Gen X leverages commercial server chips and networking architecture and is optimized to support the workload of AI Diffract and SpectraProbe analysis.

Integrated Metrology Systems .

9 unchanged sentences

For instance, it is critical that the wafer backside be free of defects prior to the EUV lithography process to prevent focus and exposure problems on the wafer frontside.

Our materials characterization products include systems that are used to monitor the physical, optical, and material characteristics of discrete electronic industry, opto-electronic, HB-LED (high brightness LEDs), solar PV (solar photovoltaics), compound semiconductor, strained silicon and silicon-on-insulator (“SOI”) devices, including composition, crystal structure, layer thickness, dopant concentration, contamination and electron mobility.

Adding to these capabilities are the FAaST ® and CnCV ® product lines.

The FAaST system is a versatile, non-contact electrical metrology platform, with an option to combine micro and macro corona-Kelvin technologies together with digital surface photovoltage (SPV).

The CnCV product line enables wafer-level characterization of wide-bandgap materials without test device fabrication, reducing time and cost.

We have a broad portfolio of products for materials characterization including photoluminescence mapping and Fourier Transform Infrared (“FTIR”) spectroscope in automated and manual systems for substrate quality and epitaxial thickness metrology.

These products are now complimented by the MBIR product line of Infra-Red OCD and materials analysis products.

The MBIR system is an in-line, non-destructive infrared reflectometry system that enables critical process control of high aspect ratio structures, films and epitaxial structures.

The NanoSpec ® line supports thin film measurement across all applications in both low volume production and research applications.

23 unchanged sentences

The MetaPULSE ® and Echo TM systems allow customers to simultaneously measure the thickness and other properties of up to six metal or non-metallic opaque film layers without physically contacting product wafers.

PULSE TM technology uses an ultra-fast laser to generate acoustic waves that pass down through a stack of opaque films such as those used in copper or aluminum interconnect processes, as well as the hard mask layer in 3D-NAND chips, sending back to the surface a reflected signal (echo) that indicates film thickness, density, and other process critical parameters.

PULSE TM technology uses an ultra-fast laser to generate acoustic waves that pass down through a stack of opaque films

such as those used in copper or aluminum interconnect processes, as well as the hard mask layer in 3D-NAND chips, sending back to the surface a reflected signal (echo) that indicates film thickness, density, and other process critical parameters.

We believe we are a leader in providing systems that can measure opaque thin-film stacks non-destructively with the speed and accuracy semiconductor device manufacturers demand in order to achieve high yields with the latest fabrication processes.

40 unchanged sentences

The following table shows the revenue concentration at our top customers for the respective fiscal years:

* Total customer revenue was 10% or more of total revenue.

Total customer revenue was less than 10% of total revenue.

1 unchanged sentence

We believe that the capability for direct sales and support is beneficial for developing and maintaining close customer relationships and for rapidly responding to changing customer requirements.

We provide local direct sales, service and application support through our worldwide offices located in the United States, South Korea, Japan, Taiwan, China, Vietnam Singapore and Europe, and work with selected dealers and sales representatives on a more limited basis in various countries.

We provide local direct sales, service and application support through our worldwide offices located in the United States, South Korea, Japan, Taiwan, Malaysia, China, Vietnam, Singapore and Europe, and work with selected dealers and sales representatives on a more limited basis in various countries.

Our applications team is composed of technically experienced sales engineers who are knowledgeable in the use of metrology systems generally and the unique features and advantages of our specific products.

4 unchanged sentences

The factory technical support operations provide customers with telephonic technical support access, direct training programs, operating manuals and other technical support information to enable effective use of our metrology and measurement instruments and systems.

We have field service operations based in various locations throughout the United States, South Korea, Taiwan, China, Japan, Vietnam, Malaysia, Singapore, Israel, and Europe.

The global semiconductor equipment industry is intensely competitive and we have multiple established and potential competitors in the markets in which we participate.

37 unchanged sentences

As a result, we have a policy of seeking patents on inventions governing new products or technologies as part of our ongoing research, development, and manufacturing activities.

As of December 28, 2024, we have been granted, or hold exclusive licenses to, 408 U.S.

As of January 3, 2026, we have been granted, or hold exclusive licenses to, 423 U.S.

and foreign patents.

1 unchanged sentence

We also have 312 pending patent applications in the United States and other countries.

Our patents and patent applications principally cover various aspects of metrology, macro-defect detection and classification, altered material characterization, lithography techniques, automation, artificial intelligence, and machine learning.

To protect our intellectual property, we rely on a combination of patents, copyrights, trademarks, trade secret laws, contractual provisions and licenses and non-disclosure agreements.

4 unchanged sentences

Human Capital and Talent

As of December 28, 2024, we had approximately 1,551 staff globally, 370 in research and development, 266 in operations, 209 in administration and 706 in sales, applications and service support.

As of January 3, 2026, we had approximately 1,615 staff globally, 419 in research and development, 263 in operations, 194 in administration and 739 in sales, applications and service support.

A large percentage of our employees have technical backgrounds and undergraduate and/or advanced degrees.

40 unchanged sentences

• Demanded excellence in our quality performance, as demonstrated through our product and process qualification commitments, including ISO 9001 Quality Management;

• Set goals to reduce our environmental impact, including an increase in our use of renewable energy, a decrease in hazardous waste landfill, an increase in recycling materials and beneficial reuse, and a reduction in our freshwater usage;

• Committed to Responsible Business Alliance (RBA) Code of Conduct and humane treatment of all at Onto Innovation both upstream and downstream.

14 unchanged sentences

• Export regulations.

Our compliance with export regulations has negatively impacted our ability to compete for the business of domestic customers in China, which has adversely affected our results of operations.

For additional discussion of the impact of trade policies and export regulations on our competitive position, see “Part I, Item IA - Risk Factors - Tariffs, export regulations, and other market barriers have impacted and may continue to impact our ability to compete for the business of domestic customers in China and other jurisdictions, and our results of operations.” We expect that the new U.S.

presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the prior administration, which may impact agency rulemaking and enforcement priorities, which could, in turn, have a material effect on our business.

export control regulations and policies have negatively impacted our ability to compete for the business of domestic customers in China, which has adversely affected our results of operations.

Available Information

11 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-K

Item 1. Business