5 unchanged sentences
Management is required to apply judgment in evaluating its controls and procedures.
−Removed: We performed an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to assess the effectiveness of the design and operation of our disclosure controls and procedures under the Exchange Act as of December 28, 2024.
−Removed: Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of December 28, 2024 at the reasonable assurance level.
+Added: We performed an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to assess the effectiveness of the design and operation of our disclosure controls and procedures under the Exchange Act as of January 3, 2026.
+Added: Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of January 3, 2026 at the reasonable assurance level.
+Added: In accordance with the SEC’s published guidance, because the acquisition of Semilab closed in the fourth quarter of the year ended January 3, 2026, we did not have sufficient time to fully incorporate Semilab into our internal control over financial reporting.
+Added: Therefore, we excluded Semilab from the evaluation of disclosure controls and procedures and the effectiveness of our internal control over financial reporting as of January 3, 2026.
Management’s Report on Internal Control Over Financial Reporting
1 unchanged sentence
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
−Removed: Under the supervision and with the participation of our management, including our principal executive officer and principal
−Removed: financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 28, 2024.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: As part of this evaluation, management considered the implementation of the Company’s new enterprise resource planning (ERP) system completed during the third quarter of fiscal 2025, which was previously disclosed in our Form 10‑Q for that period.
+Added: The implementation resulted in modifications to certain processes and related internal controls, and these changes were evaluated and incorporated into management’s assessment of internal control over financial reporting as of year‑end.
+Added: Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of January 3, 2026.
+Added: In accordance with the SEC’s published guidance, management excluded Semilab from its evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 3, 2026.
+Added: Semilab constituted 3% of total assets, excluding goodwill and intangibles, as of January 3, 2026 and 1% of revenue for the year then ended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
1 unchanged sentence
Attestation Report of the Registered Public Accounting Firm
−Removed: Our consolidated financial statements as of and for the year ended December 28, 2024 have been audited by Ernst & Young LLP, our independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States).
−Removed: Ernst & Young LLP has also audited our internal control over financial reporting as of December 28, 2024, as stated in its attestation report included elsewhere in this Form 10-K.
+Added: Our consolidated financial statements as of and for the year ended January 3, 2026 have been audited by Ernst & Young LLP, our independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States).
+Added: Ernst & Young LLP has also audited our internal control over financial reporting as of January 3, 2026, as stated in its attestation report included elsewhere in this Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended January 3, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
+Added: Fiscal Year Change
+Added: On February 18, 2026, the Board of Directors changed the Company’s fiscal year-end from a 52-53 week fiscal year ending on the Saturday closest to December 31 to a December 31 fiscal year-end.
+Added: The Company will make the fiscal year change on a prospective basis and will not adjust operating results for prior periods.
+Added: Additionally, the Company will adopt calendar quarter fiscal period ends commencing with the first quarter ending March 31, 2026.
+Added: Per SEC guidance, the Company’s change from a 52-53 week fiscal year to a December 31 fiscal year-end is not deemed a change in fiscal year-end for purposes of reporting subject to Rule 13a-10 or 15d-10 of the Exchange Act.
+Added: Accordingly, the Company is not required to file a transition report.
Rule 10b5-1 Plan Elections
−Removed: During the fiscal quarter ended December 28, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 105b-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).
+Added: During the fiscal quarter ended January 3, 2026 , none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 105b-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
10 unchanged sentences
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.
+Added: We have filed a copy of our insider trading policy as Exhibit 19 to this Form 10-K.
Executive Compensation.
15 unchanged sentences
Exhibits are as set forth in the “Exhibit Index” provided below.
−Removed: Where so indicated, exhibits, which were previously filed, are incorporated by reference.
+Added: Where so indicated, exhibits that were previously filed are incorporated by reference.
Exhibit Description
1 unchanged sentence
Exhibit No./Appendix Reference
+Added: Equity Purchase Agreement, dated as of June 27, 2025, by and among Onto Innovation Inc., Semilab USA LLC, Semilab International Zrt.
+Added: and Semilab Zrt.
+Added: June 30, 2025
+Added: Amendment to Equity Purchase Agreement, dated as of October 9, 2025, by and among Onto Innovation Inc., Semilab USA LLC, Semilab International Zrt.
+Added: and Semilab Zrt.
+Added: October 10, 2025
Amended and Restated Certificate of Incorporation of Onto Innovation Inc.
11 unchanged sentences
2020 Stock Plan, as amended and restated
+Added: February 25, 2025
Form of Director Stock Option Agreement for usage under the Onto Innovation Inc.
2020 Stock Plan, as amended and restated
+Added: February 25, 2025
Form of Executive Restricted Stock Unit Grant Agreement for usage under the Onto Innovation Inc.
4 unchanged sentences
2020 Stock Plan, as amended and restated
−Removed: February 26, 2024
Form of Director Restricted Stock Unit Purchase Agreement for usage under the Onto Innovation Inc.
3 unchanged sentences
2020 Stock Plan, as amended and restated
−Removed: August 5, 2021
Form of Employee Incentive Restricted Stock Unit Purchase Agreement for usage under the Onto Innovation Inc.
6 unchanged sentences
2020 Employee Stock Purchase Plan
+Added: Onto Innovation Nonqualified Deferred Compensation Plan
+Added: November 21, 2025
+Added: Onto Innovation Nonqualified Deferred Compensation Plan Adoption Agreement
+Added: November 21, 2025
Form of Onto Innovation Inc.
9 unchanged sentences
Offer Letter to Mark Slicer, dated April 1, 2022, by and between Mark Slicer and Onto Innovation Inc.
+Added: Separation Agreement between Onto Innovation and Mark Slider, dated July 9, 2025
+Added: July 11, 2025
Offer Letter to Ramil Yaldaei, dated April 25, 2023, by and between Ramil Yaldaei and Onto Innovation Inc.
+Added: February 25, 2025
+Added: Employment Agreement between Onto Innovation Inc.
+Added: and Brian Roberts, effective as of June 16, 2025
+Added: June 16, 2025
Offer Letter to Srinivas Vedula, dated August 30, 2021
+Added: February 25, 2025
Form of Executive Change in Control Agreement
21 unchanged sentences
Management contract, compensatory plan or arrangement.
+Added: Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
Filed herewith
+Added: Form 10-K Summary.
ONTO INNOVATION INC.
3 unchanged sentences
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 42 )
−Removed: Consolidated Statements of Operations for the years ended December 28, 2024, December 30, 2023 and December 31, 2022
−Removed: Consolidated Statements of Comprehensive Income for the years ended December 28, 2024, December 30, 2023 and December 31, 2022
−Removed: Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023
−Removed: Consolidated Statements of Cash Flows for the years ended December 28, 2024, December 30, 2023 and December 31, 2022
−Removed: Consolidated Statements of Stockholders’ Equity for the years ended December 28, 2024, December 30, 2023 and December 31, 2022
+Added: Consolidated Statements of Operations for the years ended January 3, 2026, December 28, 2024 and December 30, 2023
+Added: Consolidated Statements of Comprehensive Income for the years ended January 3, 2026, December 28, 2024 and December 30, 2023
+Added: Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024
+Added: Consolidated Statements of Cash Flows for the years ended January 3, 2026, December 28, 2024 and December 30, 2023
+Added: Consolidated Statements of Stockholders’ Equity for the years ended January 3, 2026, December 28, 2024 and December 30, 2023
Notes to the Consolidated Financial Statements
1 unchanged sentence
Schedule of Valuation and Qualifying Accounts
−Removed: Form 10-K Summary .
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
We have audited the accompanying consolidated balance sheets of Onto Innovation Inc.
−Removed: (the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with U.S.
+Added: (the Company) as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with U.S.
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
9 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosure to which they relate.
Reserve for Excess and Obsolete Inventory
Description of the Matter
−Removed: As described in Notes 2 and 8 to the consolidated financial statements, the Company records inventory net of a reserve for excess and obsolete inventory resulting in net inventories of $287.0 million as of December 28, 2024.
+Added: As described in Notes 2 and 8 to the consolidated financial statements, the Company records inventory net of a reserve for excess and obsolete inventory resulting in net inventories of $298.3 million as of January 3, 2026.
The valuation of certain of the Company's inventory is subject to risks associated with supply and demand.
As described in Note 2 to the consolidated financial statements, the Company maintains reserves for excess and obsolete inventory equal to the difference between the cost of inventory and its estimated net realizable value based upon assumptions about historical and future demand for the Company’s products and market conditions.
−Removed: Auditing management’s estimate of the excess and obsolete inventory reserve was subjective and required significant judgment as the excess and obsolete inventory reserve is sensitive to changes in the Company’s
−Removed: operations and assumptions used to estimate the reserve including management’s assumptions with regards to product life-cycles, product demand and market conditions, which includes historical usage, expected future usage, on-hand quantities of individual materials, and anticipated engineering design changes or advancements.
+Added: Auditing management’s estimate of the excess and obsolete inventory reserve was subjective and required significant judgment as the excess and obsolete inventory reserve is sensitive to changes in the Company’s operations and assumptions used to estimate the reserve including management’s assumptions with regards to product life-cycles, product demand and market conditions, which includes historical usage, expected future usage, on-hand quantities of individual materials, and anticipated engineering design changes or advancements.
How We Addressed the Matter in Our Audit
2 unchanged sentences
We assessed the historical accuracy of management’s estimated excess and obsolete inventory reserve and performed sensitivity analyses to evaluate changes in the estimate that result from changes in the Company’s significant assumptions.
+Added: Valuation of Developed Technology and Customer Relationship intangible assets in the Acquisition of Semilab USA LLC
+Added: Description of the Matter
+Added: As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Semilab USA LLC for a total purchase price of $526.6 million during the fiscal year 2025.
+Added: The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combination.
+Added: Auditing the Company’s accounting for the acquisition was complex due to the estimation uncertainty in the Company’s determination of the fair value of certain identified intangible assets, which primarily consisted of developed technology and customer relationships.
+Added: The estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business.
+Added: The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the developed technology intangible assets.
+Added: The assumptions used to estimate the value of these intangible assets included, among others, revenue, revenue growth rates, customer attrition rates, royalty rates, and discount rates.
+Added: These assumptions are forward-looking and could be affected by future economic and market conditions.
+Added: How We Addressed the Matter in Our Audit
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for determining fair value of the identifiable intangible assets.
+Added: We tested management’s review controls over the significant assumptions described above along with the completeness and accuracy of the data used in the fair value estimates.
+Added: To test the estimated fair value of the acquired customer relationships and developed technology assets, we performed audit procedures that included, among others, assessing the valuation
+Added: methodologies used, evaluating the assumptions discussed above, and testing the completeness and accuracy of the underlying data used by management to support the assumptions and estimates used in its analysis.
+Added: To evaluate the forecasted revenue and revenue growth rates, we performed procedures including consideration of current industry and economic trends, review of the acquired business’s historic financial performance and comparison to guideline public company forecasts.
+Added: To evaluate the customer attrition rate, we performed procedures to understand the acquired business’s historic customer attrition trends and to test the historical data used by management.
+Added: We involved our valuation specialists to assist in our evaluation of the valuation methodologies used by the Company and certain significant assumptions, including the discount rate and attrition rate used to value the customer relationship intangible asset and the discount rate and royalty rates used to value the developed technology intangible assets.
+Added: We also performed a sensitivity analysis of each assumption to evaluate the change in the estimated fair value of the customer relationships and developed technology intangible assets resulting from changes in the assumptions.
/s/ Ernst & Young LLP
5 unchanged sentences
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Onto Innovation Inc.’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: We have audited Onto Innovation Inc.’s internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Onto Innovation Inc.
−Removed: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 25, 2025 expressed an unqualified opinion thereon.
+Added: (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on the COSO criteria.
+Added: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Semilab USA LLC, which is included in the 2025 consolidated financial statements of the Company and constituted 3% of total assets, excluding goodwill and intangibles, as of January 3, 2026 and 1% of revenues for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Semilab USA LLC.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
25 unchanged sentences
General and administrative
+Added: Restructuring and other
Total operating expenses
22 unchanged sentences
Marketable securities
−Removed: Accounts receivable, less allowance of $ 2,585 at December 28, 2024 and
−Removed: $ 2,659 at December 30, 2023
+Added: Accounts receivable, less allowance of $ 2,462 at January 03, 2026 and $ 2,585 at December 28, 2024
Prepaid expenses and other current assets
18 unchanged sentences
Common stock, $ 0.001 par value, 97,000 shares authorized, 49,702 and
−Removed: 49,086 issued and outstanding at December 28, 2024 and December 30, 2023,
+Added: 49,238 issued and outstanding at January 3, 2026 and December 28, 2024,
respectively.
11 unchanged sentences
by operating activities:
+Added: Accretion of discount on marketable securities
Amortization of intangibles
13 unchanged sentences
Purchases of property, plant and equipment
+Added: Purchases of non-marketable equity securities
Proceeds from sale of property, plant and equipment
13 unchanged sentences
Income taxes paid, net
+Added: Supplemental noncash investing and financing activities:
+Added: Issuance of shares for acquisition
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: For the years ended December 28, 2024,
+Added: For the years ended January 3, 2026,
December 28, 2024 and December 30, 2023
2 unchanged sentences
Comprehensive
−Removed: Income / (Loss)
−Removed: Balance at January 1, 2022
+Added: Balance at December 31, 2022
Issuance of shares through share-
4 unchanged sentences
Currency translation
−Removed: Unrealized loss on investments
+Added: Unrealized gain on investments
Balance at December 30, 2023
5 unchanged sentences
Currency translation
−Removed: Unrealized gain on investments
+Added: Unrealized loss on investments
Balance at December 28, 2024
4 unchanged sentences
Share-based compensation plan
+Added: Purchase of a business
Currency translation
−Removed: Unrealized loss on investments
−Removed: Balance at December 28, 2024
+Added: Unrealized gain on investments
+Added: Balance at January 3, 2026
The accompanying notes are an integral part of these consolidated financial statements
11 unchanged sentences
Summary of Significant Accounting Policies:
−Removed: Consolidation.
+Added: Basis of Presentation and Principles of Consolidation.
The consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated.
−Removed: The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to December 31.
+Added: The Company has prepared these consolidated financial statements in conformity with generally accepted accounting principles in the U.S.
+Added: Through fiscal 2025, the Company operated on a 52- or 53-week fiscal year ending on the Saturday closest to December 31.
+Added: The fiscal year of 2025 was a 53-week fiscal year that began on December 29, 2024 and ended January 3, 2026.
The fiscal year of 2024 was a 52-week fiscal year that began on December 31, 2023 and ended December 28, 2024.
The fiscal year of 2023 was a 52-week fiscal year that began on January 1, 2023 and ended December 30, 2023.
−Removed: The fiscal year of 2022 was a 52-week fiscal year that began on January 2, 2022 and ended December 31, 2022.
+Added: On February 18, 2026, the Board of Directors changed the Company’s fiscal year from a 52-53 week fiscal year ending on the Saturday closest to December 31 to a December 31 fiscal year-end beginning with the fiscal year ending on December 31, 2026
Segment Reporting.
4 unchanged sentences
Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.
−Removed: The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
+Added: The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is reasonably assured.
The Company accounts for shipping and handling activities as the fulfillment of a promise to transfer goods to the customer and therefore records these activities under the caption “Cost of revenue.” Sales tax and any other taxes collected concurrent with revenue producing activities are excluded from revenue.
5 unchanged sentences
Revenue from systems is recognized when the Company transfers control of the product to the customer.
−Removed: To indicate transfer of control, the Company must have a present right to payment, legal title must have passed to the customer and the customer must have the significant risks and rewards of ownership.
+Added: To indicate transfer of control, the Company must have a present right to payment, legal title must have passed to the customer and the
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: customer must bear the significant risks and rewards of ownership.
The Company generally transfers control for system sales when the customer or the customer’s agent picks up the system at the Company’s facility.
1 unchanged sentence
The Company provides for the estimated cost of product warranties at the time revenue is recognized.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Depending on the terms of the systems arrangement, the Company may also defer the recognition of a portion of the consideration expected to be received because the Company has to satisfy a future obligation (e.g., installation and extended warranties).
13 unchanged sentences
These costs are recorded within selling, general and administrative expenses.
−Removed: The Company does not adjust the amount of consideration for the effects of a significant financing components, if any, as the payment terms are one year or less.
+Added: The Company applies the practical expedient outlined in ASC 606-40-32-18 which allows the company not to adjust promised consideration for the effects of a significant financing component if the payment terms are one year or less.
The Company does not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less and contracts for which the Company recognizes revenue in the amount to which it has the right to invoice.
1 unchanged sentence
Business Combinations.
−Removed: The Company accounts for business combinations under the acquisition method of accounting, which requires us to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values.
+Added: The Company accounts for business combinations under the acquisition method of accounting, which requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values.
While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement.
5 unchanged sentences
Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
−Removed: For additional information on the Company’s business combinations, see Note 3 of these Notes to the Consolidated Financial Statements.
ONTO INNOVATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: For additional information on the Company’s business combinations, see Note 3 of these Notes to the Consolidated Financial Statements.
Use of Estimates.
−Removed: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
+Added: The preparation of financial statements in conformity with U.S.
+Added: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Significant estimates made by management include the allowance for credit losses, excess and obsolete inventory, fair value of assets acquired and liabilities assumed in a business combination, recoverability and useful lives of property, plant and equipment and identifiable intangible assets, recoverability of goodwill, recoverability of deferred tax assets, liabilities for product warranty, contingencies, including litigation reserves and share-based payments and liabilities for tax uncertainties.
1 unchanged sentence
These estimates and assumptions are based on historical experience and on various other factors which the Company believes to be reasonable under the circumstances.
−Removed: The Company may engage third-party valuation specialists to assist with estimates related to the valuation of financial instruments, assets and stock awards associated with various contractual arrangements, goodwill and identifiable intangible assets.
+Added: The Company may engage third-party valuation specialists to assist with estimates related to the valuation of performance stock awards, goodwill, identifiable intangible and certain tangible assets acquired.
Such estimates often require the selection of appropriate valuation methodologies and significant judgment.
26 unchanged sentences
The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors including the following:
−Removed: historical usage rates, forecasted sales, product end-of-life dates, estimated current and future market values and new product introductions.
−Removed: When recorded, reserves are intended to reduce the carrying value of the Company’s inventory to its net realizable value.
−Removed: If actual demand for
+Added: historical usage rates, forecasted
ONTO INNOVATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: the Company’s products deteriorates, or market conditions are less favorable than those that the Company projects, additional reserves may be required.
+Added: sales, product end-of-life dates, estimated current and future market values and new product introductions.
+Added: When recorded, reserves are intended to reduce the carrying value of the Company’s inventory to its net realizable value.
+Added: If actual demand for the Company’s products deteriorates, or market conditions are less favorable than those that the Company projects, additional reserves may be required.
Property, Plant and Equipment.
Property, plant and equipment are stated at cost.
−Removed: Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are five to twenty-two years for buildings, three to ten years for machinery and equipment, three to ten years for furniture and fixtures, three years for computer equipment, and three to seven years for software.
+Added: Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are five to twenty-two years for buildings, three to ten years for machinery and equipment, three to ten years for furniture and fixtures, three years for computer equipment, and three to ten years for software.
Leasehold improvements are amortized using the straight-line method over the lesser of the lease term or the estimated useful life of the related asset.
7 unchanged sentences
Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment.
−Removed: The Company has three reporting units and one operating segment.
+Added: The Company has one reporting unit and one operating segment.
No goodwill impairment occurred in fiscal years 2025, 2024, or 2023.
10 unchanged sentences
If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
−Removed: We consider many factors in evaluating whether the value of intangible assets with indefinite lives may not be recoverable, including, but not limited to estimates of future cash flows, the discount rate, terminal growth rates, general economic conditions, our outlook and market performance of our industry and recent and forecasted financial performance.
+Added: The Company considers many factors in evaluating whether the value of intangible assets with indefinite lives may not be recoverable, including, but not limited to estimates of future cash flows, the discount rate, terminal growth rates, general economic conditions, our outlook and market performance of our industry and recent and forecasted financial performance.
For additional information on the Company’s goodwill and purchased intangible assets, see Note 6 of Notes to the Consolidated Financial Statements.
7 unchanged sentences
The Company’s accounts receivable result primarily from the sale of semiconductor equipment, related accessories and replacement parts.
−Removed: The Company’s customer base is highly concentrated and historically, a relatively small number of customers have accounted for a significant portion of its revenues.
−Removed: Write-offs of uncollectible accounts have historically not been material.
−Removed: The Company actively monitors its customers’ financial strength to reduce the risk of loss.
+Added: The Company’s customer base is highly concentrated and historically, a relatively small number of
ONTO INNOVATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: customers have accounted for a significant portion of its receivables.
+Added: Write-offs of uncollectible accounts have historically not been material.
+Added: The Company actively monitors its customers’ financial strength to reduce the risk of loss.
The Company generally provides a warranty on its products for a period of twelve to fourteen months against defects in material and workmanship.
−Removed: The Company provides for the estimated cost of product warranties at the time revenue is recognized.
+Added: The Company accrues for the estimated cost of product warranties at the time revenue is recognized.
The estimated future warranty obligations are affected by the warranty periods, sales volumes, product failure rates, material usage and labor and replacement costs incurred in correcting a product failure.
4 unchanged sentences
The Company accounts for income taxes using the asset and liability approach for deferred taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.
−Removed: A valuation allowance is recorded to reduce a deferred tax asset to that portion which more likely than not will be realized.
+Added: A valuation allowance is recorded to reduce a deferred tax asset to the portion which more likely than not will be realized.
For additional information on the Company’s income taxes, see Note 13 of Notes to the Consolidated Financial Statements.
4 unchanged sentences
dollars using average rates in effect for the period.
−Removed: The resulting translation adjustments are recorded as cumulative translation adjustments and are recorded directly as a separate component of stockholders’ equity under the caption, “Accumulated other comprehensive loss.” The Company had accumulated exchange losses resulting from the translation of foreign operation financial state ments of $ 14.5 million and $ 8.7 million as of December 28, 2024 and December 30, 2023 , respectively.
+Added: The resulting translation adjustments are recorded as cumulative translation adjustments and are recorded directly as a separate component of stockholders’ equity under the caption, “Accumulated other comprehensive loss.” The Company had accumulated exchange losses resulting from the translation of foreign operation financial state ments of $ 11.0 million and $ 14.5 million as of January 3, 2026 and December 28, 2024 , respectively.
Share-based Compensation .
16 unchanged sentences
The dollar equivalent of the U.S.
−Removed: dollar forward contracts and related fair values as of December 28, 2024 and December 30, 2023 were as follows:
+Added: dollar forward contracts and related fair values as of January 3, 2026 and December 28, 2024 were as follows:
(in thousands)
Notional amount
−Removed: Fair value of (asset) liability
−Removed: During the years ended December 28, 2024 and December 31, 2022, the Company recognized losses of $ 1.1 million and $ 3.5 million on maturities of forward contracts, respectively.
+Added: Fair value of asset
+Added: During the years ended January 3, 2026 and December 28, 2024 , the Company recognized losses of $ 1.7 million and $ 1.1 million on maturities of forward contracts, respectively.
During the year ended December 30, 2023 , the Company recognized a gain of $ 0.3 million on maturities of forward contracts.
9 unchanged sentences
Recently Adopted or Effective
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.
−Removed: The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is required to adopt this standard in the fiscal year 2024 for the annual reporting period ending December 28, 2024, with retrospective disclosure of prior periods presented.
−Removed: The Company adopted the new standard in fiscal year 2024 for annual and retrospective reporting periods with all interim disclosures to begin in the first quarter of fiscal year 2025.
−Removed: Refer to Note 15 for additional discussion regarding the Company’s segment reporting.
−Removed: Updates Not Yet Effective
−Removed: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):
Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.
1 unchanged sentence
The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending January 3, 2026.
−Removed: The Company does not expect the amendment to have a material impact on its Consolidated Financial Statements upon adoption.
+Added: The Company applied the amendments prospectively for the fiscal year ended January 3, 2026, and the impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations for the fiscal year ended January 3, 2026, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.
+Added: Updates Not Yet Effective
+Added: In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements,” to clarify and reorganize U.S.
+Added: GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.
+Added: This amendment clarifies when ASC 270 is applicable, establishes a disclosure principle requiring disclosure of material events or changes occurring since the most recent annual reporting period, and consolidates into ASC Topic 270 a comprehensive list of interim disclosures required by other Codification Topics.
+Added: The amendment also clarifies the form and content of interim financial statements, including guidance for condensed interim reporting.
+Added: The amendment is effective for the Company for interim periods in 2028, with early adoption permitted.
+Added: The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.
+Added: In December 2025, the FASB issued ASU 2025‑10, “Government Grants (Topic 832):
+Added: Accounting for Government Grants Received by Business Entities ,” to establish specific guidance for the recognition, measurement, presentation, and disclosure of government grants received to reduce diversity and increase consistency amongst business entities in accounting for such grants.
+Added: This amendment amends Accounting Standards Codification “ASC” Topic 832 to require that a government grant received by a business entity should not be recognized as income until it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received, with any grant related to an asset to be purchased, constructed or acquired such as long-lived assets or inventory to be recognized on the balance sheet as either deferred income
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: or as an adjustment to the cost basis of the related asset, or the cost accumulation approach, as such costs are incurred.
+Added: Any grant income or deferred income shall be recognized in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate, whereas any grants accounted for using the cost accumulation approach will not have a direct subsequent recognition in earnings, but rather reduced depreciation or amortization in accounting for the related asset.
+Added: Entities are also required to present grants recognized in earnings separately under other income or deducted from the related expense, and provide disclosures of the nature of the government grant received, the accounting policies used to account for the grant, and the significant terms and conditions of the grant.
+Added: The amendment is effective for the Company for annual and interim periods in 2029, with early adoption and multiple transition methods permitted.
+Added: The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.
+Added: In December 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):
+Added: Hedge Accounting Improvements,” to amend certain aspects of its hedge accounting guidance to better reflect an entity’s risk management activities in the financial statements.
+Added: The guidance expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions and increases the variable price components eligible to be designated as the hedged risk in the forecasted purchase or sale of nonfinancial assets.
+Added: For public business entities, the provisions of ASU 2025-09 are effective for fiscal years beginning after December 15, 2026.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.
+Added: In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40):
+Added: 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.
+Added: ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.
+Added: The ASU may be applied prospectively, retrospectively or through a modified transition approach with early adoption permitted.
+Added: The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.
+Added: In July 2025, the FASB issued ASU 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.
+Added: 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.
+Added: The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: Entities that elect the practical expedient are required to apply the amendments prospectively.
+Added: The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40),” which requires additional disclosure of certain costs and expenses, including inventory purchases, employee compensation, selling expense and depreciation expense within the notes to financial statements.
1 unchanged sentence
The Company is currently evaluating the impact that the updated standard will have on its financial statements and related disclosures.
+Added: Business Combination:
+Added: On November 17, 2025 (the “Acquisition Date”), the Company completed the previously announced acquisition of Semilab USA LLC (“Semilab USA”), pursuant to the Equity Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2025, by and among the Company, Semilab International Zrt.
+Added: (the “Seller”), Semilab Zrt.
+Added: and Semilab USA, as amended by the Amendment to Equity Purchase Agreement, dated October 9, 2025.
ONTO INNOVATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: Business Combination:
−Removed: Lumina Instruments Inc.
−Removed: During the fourth quarter of 2024, the Company acquired Lumina Instruments Inc.
−Removed: (“Lumina”), to strengthen Onto Innovation’s inspection portfolio through the addition of Lumina’s highly differentiated laser based optical defect inspection technology .
−Removed: The Company paid $ 25.0 million in cash to acquire Lumina.
−Removed: The acquisition has been accounted for using the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Under the acquisition method of accounting, the total purchase consideration of the acquisition is allocated to the tangible assets and identifiable intangible assets acquired based on their relative fair values.
−Removed: The excess of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill, the amount of which represents the expected benefits to the Company of future technology and the knowledgeable and experienced employees who joined the Company.
−Removed: The following table summarizes the purchase consideration and estimated fair values of the assets acquired and liabilities assumed:
+Added: The preliminary Acquisition Date fair value of consideration transferred consisted of the following:
At Acquisition Date
+Added: (in thousands, except per share data)
+Added: Issuance of common stock (1)
+Added: Cash paid to extinguish Semilab USA’s debt
+Added: Total purchase consideration
+Added: (1) The fair value is based on the issuance of 641,771 shares of the Company's common stock with a per share value of $127.30 on the Acquisition date.
+Added: The Company accounted for the acquisition of Semilab USA in accordance with ASC Topic 805, Business Combinations (“ASC 805”).
+Added: The acquired assets and assumed liabilities were recorded at their estimated fair values.
+Added: The Company determined the estimated fair values with the assistance of valuations performed by a third-party specialist, discounted cash flow analysis, and estimates made by management.
+Added: The acquisition strengthens the Company’s capabilities in inline wafer contamination monitoring, materials characterization, and unique surface charge metrology.
+Added: The goodwill recognized reflects the anticipated benefits from expanding the Company’s product portfolio and its growth opportunities in both new and existing markets.
+Added: As the purchase price exceeded the fair value of Semilab USA’s identifiable net assets, goodwill was recorded in connection with the transaction.
+Added: The Company does not expect the goodwill to be deductible for income tax purposes.
+Added: A portion of the overall purchase price was allocated to acquired intangible assets.
+Added: Amortization expense associated with acquired intangible assets is not deductible for tax purposes.
+Added: Therefore, a deferred tax liability of $ 46.6 million was established primarily for the future amortization of these intangibles and is included in “other long-term liabilities” in the table below.
+Added: The inventory fair value step‑up is non‑recurring and is recognized as an increase to cost of goods sold as the related inventory is sold.
+Added: For the year ended January 3, 2026, the Company recognized $ 4.0 million of expense related to the step‑up.
+Added: The remaining balance of approximately $ 9.1 million is expected to be recognized over the estimated sell‑through period of one year following the acquisition date.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed:
+Added: At Acquisition Date
(in thousands)
2 unchanged sentences
Prepaid expenses and other current assets
−Removed: Identifiable intangible assets
−Removed: Total assets acquired
+Added: Property, plant and equipment
+Added: Intangible assets
Accounts payable
−Removed: Accrued liabilities
−Removed: Deferred tax liabilities
−Removed: Net assets acquired
+Added: Accrued expenses and other current liabilities
+Added: Other long-term liabilities
+Added: Total identifiable net assets
Total purchase consideration
+Added: The following table sets forth the preliminary amounts, allocated to the intangible assets identified and their estimated useful lives as of the Acquisition Date:
+Added: At Acquisition Date
+Added: Weighted Average Useful Life
+Added: (in thousands)
+Added: Developed technology
+Added: Customer relationships
+Added: Total amortizable intangible assets
+Added: The developed technology intangible assets were valued using the relief-from-royalty method under the income approach, which estimates value based on the royalty a market participant would pay to license the technology.
+Added: Under this approach, the after‑tax royalty savings attributable to ownership represent the economic benefit of the asset.
+Added: The key assumptions used in the valuation included the estimated royalty rate, projected revenue attributable to the developed technology, the expected useful life of the asset, and a discount rate reflecting the risks associated with the projected cash flows.
+Added: The assets are amortized on a straight‑line basis over their estimated 7 ‑year useful life, which approximates the expected pattern of economic benefits.
+Added: The customer relationships and backlog intangible assets were valued using the multi-period excess earnings method under the income approach, which isolates the net cash flows attributable to each asset and discounts them to present value.
+Added: Significant assumptions included projected customer revenue and attrition rates, estimated operating margins, contributory asset charges, the expected useful life of the asset, and a discount rate reflecting the risks associated with the asset‑specific cash flows.
+Added: The customer relationship asset is amortized on a straight-line basis over its 6 ‑year estimated life to reflect the pattern of expected economic benefits.
+Added: The backlog asset is amortized on a straight-line basis over its 1.3 year estimated life to reflect the pattern of expected economic benefits.
+Added: There were no significant contingencies assumed as part of the acquisition.
+Added: Acquisition-related costs totaled $ 12.5 million for the fiscal year ended December 31, 2025.
+Added: These costs were expensed as incurred and are presented within general and administrative expense in the Company's consolidated statement of operations.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: The purchase price allocation for the Semilab USA acquisition is preliminary and reflects management’s current estimates of the fair value of the assets acquired and liabilities assumed in accordance with ASC 805.
+Added: The Company is still evaluating certain items within the measurement period, including the final determination of the working capital adjustment, which remains subject to post‑closing review procedures outlined in the purchase agreement.
+Added: Accordingly, the provisional amounts recognized for the acquired net assets are subject to change during the remainder of the measurement period (which will not exceed 12 months from the acquisition date).
+Added: Any such revisions or changes may be material.
+Added: From the acquisition date through January 3, 2026, Semilab USA contributed $ 8.6 million of revenue and an operating loss of $ 6.2 million to the Company’s consolidated results.
+Added: Pro Forma Results
+Added: The unaudited pro forma financial information presented below was derived from historical financial records of Onto and Semilab USA and presents the operating results for the periods presented as if the Acquisition occurred on January 1, 2024.
+Added: The pro forma results include adjustments to adjust for the impact of purchase accounting adjustments including amortization and depreciation expense, and the related tax effects.
+Added: Accordingly, the following unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Acquisition had occurred at the beginning of 2024, nor are they indicative of future results of operations:
+Added: (in thousands & unaudited)
Fair Value Measurements:
12 unchanged sentences
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: The following table provides the assets and liabilities carried at fair value measured on a recurring basis at December 28, 2024 and December 30, 2023:
+Added: The following table provides the assets carried at fair value measured on a recurring basis at January 3, 2026 and December 28, 2024:
Fair Value Measurements Using
8 unchanged sentences
Foreign currency forward contracts
−Removed: Foreign currency forward contracts
−Removed: Total liabilities
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.
−Removed: Investment prices are obtained from third party pricing providers, which model prices utilizing the above observable inputs, for each asset class.
+Added: Available-for-sale debt securities prices are obtained from third party pricing providers, which model prices utilizing the above observable inputs, for each asset class.
See Note 5 for additional discussion regarding the fair value of the Company’s marketable securities.
+Added: Non-recurring Fair Value Measurements
+Added: During the fiscal year ended January 3, 2026 , the Company invested $ 8.0 million in the equity of a privately-held company.
+Added: There were no such investments at December 28, 2024.
+Added: This non-marketable equity investment is recorded at fair value on a non-recurring basis and is classified as a Level 3 asset in “Other assets” on the Condensed Consolidated Balance Sheets.
+Added: 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.
+Added: As of January 3, 2026 , there have been no impairments recorded for the non-marketable equity investment.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Marketable Securities:
−Removed: At December 28, 2024 and December 30, 2023, marketable securities are categorized as follows:
+Added: At January 3, 2026 and December 28, 2024, marketable securities are categorized as follows:
Holding Gains
1 unchanged sentence
(in thousands)
−Removed: December 28, 2024
+Added: January 3, 2026
Government notes and bonds
9 unchanged sentences
Total marketable securities
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Consolidated Balance Sheet classification, is as follows at December 28, 2024 and December 30, 2023:
−Removed: December 28, 2024
+Added: The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Consolidated Balance Sheet classification, is as follows at January 3, 2026 and December 28, 2024:
+Added: January 3, 2026
December 28, 2024
5 unchanged sentences
Total marketable securities
−Removed: 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 December 28, 2024 and December 30, 2023.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: 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 January 3, 2026 and December 28, 2024.
In Unrealized Loss Position
3 unchanged sentences
(in thousands)
−Removed: December 28, 2024
+Added: January 3, 2026
Government notes and bonds
14 unchanged sentences
The Company regularly monitors current business conditions and considers other factors including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results.
−Removed: The Company performed its annual assessment in the fourth quarter of fiscal 2024 and concluded that no impairment charge was required.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: The Company performed its annual qualitative assessment in the fourth quarter of fiscal 2025 and concluded that no impairment charge was required.
The changes in the carrying amount of goodwill are as follows:
1 unchanged sentence
Balance, beginning of the period
+Added: Adjustment for previously acquired business
Acquired business
Balance, end of the period
−Removed: The $14.2 million of goodwill acquired in 2024 resulted from the purchase of Lumina Instruments, Inc.
−Removed: See Note 3, “Business Combination,” for further details.
+Added: The $ 314.0 million of goodwill acquired in 2025 resulted from the purchase of Semilab USA, See Note 3, “Business Combination,” for further details.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Purchased Intangible Assets
−Removed: Purchased intangible assets as of December 28, 2024 and December 30, 2023 are as follows:
+Added: Purchased intangible assets as of January 3, 2026 and December 28, 2024 are as follows:
Gross Carrying Amount
1 unchanged sentence
(in thousands)
−Removed: December 28, 2024
+Added: January 3, 2026
Finite-lived intangible assets:
9 unchanged sentences
Total identifiable intangible assets
−Removed: Intangible asset amortization expense amounted to $ 49.4 million, $ 54.8 million and $ 55.3 million for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
+Added: During the fiscal year ended January 3, 2026 , the Company disposed of fully amortized identifiable intangible assets whose gross carrying value totaled $ 117 m illion.
+Added: There were no disposals of identifiable intangible assets during the fiscal year ended December 28, 2024.
+Added: During the fiscal year ended January 3, 2026 , the Company acquired $ 210.0 million of identifiable intangible assets resulted from the purchase of Semilab USA, See Note 3, “Business Combination,” for further details.
+Added: Intangible asset amortization expense amounted to $ 39.4 million, $ 49.4 million and $ 54.8 million for the years ended January 3, 2026, December 28, 2024 and December 30, 2023 , respectively.
Assuming no change in the gross carrying value of identifiable intangible assets and estimated lives, estimated amortization expenses are $ 77.6 million for 2026, $ 55.4 million for 2027, $ 42.5 million for 2028, $ 35.2 million for 2029, and $ 35.1 million for 2030.
7 unchanged sentences
Leases with a term of one year or less are not recorded on the Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term.
+Added: Lease costs for operating leases were $ 7.0 million and $ 6.4 million for the years ended January 3, 2026 and December 28, 2024, respectively.
+Added: Operating lease costs are generally recognized over the lease term.
ONTO INNOVATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: Lease costs for operating leases were $ 6.4 million and $ 6.5 million for the years ended December 28, 2024 and December 30, 2023, respectively.
−Removed: Operating lease costs are generally recognized over the lease term.
The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, giving consideration to publicly available data for instruments with similar characteristics.
The Company accounts for the lease and non-lease components as a single lease component.
−Removed: Lease term and discount rate
+Added: Lease term and incremental borrowing rate
Weighted average remaining lease term in years
−Removed: Weighted average discount rate
+Added: Weighted average incremental borrowing rate
Supplemental cash flows information related to leases was as follows:
2 unchanged sentences
Right-of-use assets obtained in exchange for operating lease liabilities
−Removed: As of December 28, 2024, there was an insignificant amount of commitments for operating leases that have not yet commenced.
−Removed: The reconciliation of the maturities of operating leases to the lease liabilities recorded on the Consolidated Balance Sheet as of December 28, 2024 is as follows:
+Added: As of January 3, 2026, there was an insignificant amount of commitments for operating leases that have not yet commenced.
+Added: The reconciliation of the maturities of operating leases to the lease liabilities recorded on the Consolidated Balance Sheet as of January 3, 2026 is as follows:
Operating Lease
31 unchanged sentences
Total accrued liabilities
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other current liabilities
7 unchanged sentences
Total other current liabilities
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other non-current liabilities
17 unchanged sentences
Settlements of warranty reserves are generally associated with sales that occurred during the 12 to 14 months prior to the year-end and warranty accruals are related to sales during the same year.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the Company’s warranty reserves are as follows:
1 unchanged sentence
Balance, beginning of the period
+Added: Warranty liability assumed in acquisition
Balance, end of the period
2 unchanged sentences
From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business.
−Removed: We do not believe that any current legal matters will have a material adverse effect on our financial position, results of operations or cash flows.
+Added: The Company does not believe that any current legal matters will have a material adverse effect on our financial position, results of operations or cash flows.
Open and Committed Purchase Orders
−Removed: As of December 28, 2024, the Company has open and committed purchase orders of $ 438.2 million, of which $ 243.9 million is for less than one year.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: As of January 3, 2026 , the Company has open and committed purchase orders of $ 256.4 million, of which $ 248.1 million is for less than one year.
Line of Credit
1 unchanged sentence
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 million.
−Removed: The available line of credit as of December 28, 2024 was approximately $ 100 million with an available interest rate of 6.2 %.
+Added: The available line of credit as of January 3, 2026 was approximately $ 100 million with an available interest rate of 4.3 %.
The credit agreement is available to the Company until such time that either party terminates the arrangement at their discretion.
6 unchanged sentences
Contract Assets and Contract Liabilities
−Removed: Contract assets consist of amounts we have not invoiced but have completed the related performance obligation.
−Removed: These amounts generally arise from variances between the contractual payment terms and the transaction price assigned to the open performance obligations (e.g., we have recognized revenue in an amount greater than the amount that is billable under the contract).
+Added: Contract assets consist of amounts the Company has not invoiced but has completed the related performance obligation.
+Added: These amounts generally arise from variances between the contractual payment terms and the transaction price assigned to the open performance obligations (e.g., the Company has recognized revenue in an amount greater than the amount that is billable under the contract).
The contract assets amounts are recorded in “Accounts receivable” in the Consolidated Balance Sheets.
−Removed: As of December 28, 2024 and December 30, 2023, the Company had contract assets of $ 10.1 million and $ 8.0 million, respectively.
+Added: As of January 3, 2026 and December 28, 2024 , the Company had contract assets of $ 3.5 million and $ 10.1 million, respectively.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
1 unchanged sentence
For contracts with a duration longer than one year, these amounts are recorded in “Other non-current liabilities” in the Consolidated Balance Sheets.
−Removed: As of December 28, 2024 and December 30, 2023, the Company carried a long-term deferred revenue balance of $ 4.0 million and $ 2.5 million, respectively.
+Added: As of January 3, 2026 and December 28, 2024 , the Company carried a long-term deferred revenue balance of $ 6.3 million and $ 4.0 million, respectively.
Changes in deferred revenue were as follows:
5 unchanged sentences
Balance, ending of the period
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Share-Based Compensation and Employee Benefit Plans:
1 unchanged sentence
The Company’s share-based compensation plans are intended to attract and retain employees and to provide an incentive for them to assist the Company to achieve long-range performance goals and to enable them to participate in long-term growth of the Company.
−Removed: The Company settles restricted stock unit awards, employee stock purchase option exercises and stock option exercises with newly issued common shares.
+Added: The Company settles restricted stock unit awards, employee stock purchase option exercises with newly issued common shares.
Onto Innovation Inc.
5 unchanged sentences
Restricted stock units (“RSUs”) granted to employees have time based or performance-based vesting.
−Removed: As of December 28, 2024, there were 2.7 million shares of common stock available for issuance pursuant to future grants under the 2020 Plan.
+Added: As of January 3, 2026 , there were 2.4 million shares of common stock available for issuance pursuant to future grants under the 2020 Plan.
Onto Innovation Inc.
2 unchanged sentences
The price the employee pays for each share of stock is 85 % of the lesser of the fair market value of Company common stock at the beginning or the end of the applicable six-month purchase period.
−Removed: The 2020 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is a compensatory plan as defined by FASB ASC Topic 718, “Stock Compensation.” Through the Company’s employee stock purchase plans, employees purchased 83 thousand, 91 thousand and 142 thousand shares during the twelve months ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
−Removed: As of December 28, 2024 and December 30, 2023, there were 0.9 million and 1.0 million, shares available for issuance under the Company’s employee stock purchase plan, respectively.
+Added: The 2020 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is a compensatory plan as defined by FASB ASC Topic 718, “Stock Compensation.” Through the Company’s employee stock purchase plans, employees purchased 137 thousand, 83 thousand and 91 thousand shares during the twelve months ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively.
+Added: As of January 3, 2026 and December 28, 2024 , there were 0.8 million and 0.9 million, shares available for issuance under the Company’s employee stock purchase plan, respectively.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Share-based compensation was allocated in the Company’s Consolidated Statement of Operations as follows:
4 unchanged sentences
General and administrative
+Added: Restructuring and other
Total share-based compensation expense before income taxes
8 unchanged sentences
The stock price performance or market price performance is measured using the closing price for the 20 -trading days prior to the dates the performance period begins and ends.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the Company’s combined service-based RSUs and market-based PRSUs:
(in thousands)
−Removed: Nonvested at January 1, 2022
Nonvested at December 31, 2022
1 unchanged sentence
Nonvested at December 28, 2024
−Removed: Of the 409 thousand shares outstanding at December 28, 2024, 327 thousand are service-based RSUs and 82 thousand are market-based PRSUs.
−Removed: The fair value of the Company’s service-based RSUs was calculated based on the fair market value of the Company’s stock at the date of grant.
−Removed: The fair value of the Company’s market-based PRSUs granted during fiscal years 2024, 2023, and 2022 was calculated using a Monte Carlo simulation model at the date of the grant, resulting in a weighted average grant-date fair value per share of $ 251.51 , $ 100.79 , and $ 85.49 , respectively.
−Removed: As of December 28, 2024, there was $ 29.2 million of total unrecognized compensation cost related to RSUs granted under the plans.
+Added: Nonvested at January 3, 2026
+Added: (1) Granted shares for the period include RSUs and PRSUs awarded during the year, as well as additional performance shares issued upon vesting due to actual performance exceeding the target performance levels.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: The Company granted the following restricted stock units (“RSUs” and each, an “RSU”) and market-based performance restricted stock units (“PRSUs” and each, a “PRSU”):
+Added: RSU Awards Granted
+Added: (in thousands)
+Added: RSU Weighted Average
+Added: Grant Date Fair Value
+Added: PRSU Awards Granted (1)
+Added: (in thousands)
+Added: PRSU Weighted Average
+Added: Grant Date Fair Value
+Added: Per Share (2)
+Added: Total Weighted Average Grant-Date PRSU Fair Value
+Added: (in millions)
+Added: (1) These awards include PRSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement.
+Added: The number of units that ultimately vest, will range from 0% to 200%, depending on achievement of these performance criteria.
+Added: (2) The fair value of the Company’s market-based PRSUs granted was calculated using a Monte Carlo simulation model at the date of the grant, resulting in a weighted average grant-date fair value per share.
+Added: The Company withholds 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.
+Added: During the twelve months ended January 3, 2026 and December 28, 2024 , the Company withheld 95 thousand and 102 thousand shares through net share settlements, respectively.
+Added: For the twelve month periods ended January 3, 2026 and December 28, 2024 , net share settlements cost $ 13.5 million and $ 19.1 million, respectively.
+Added: Of the 484 thousand shares outstanding at January 3, 2026 , 402 thousand are service-based RSUs and 82 thousand are market-based PRSUs.
+Added: The fair value of the Company’s service-based RSUs is based on the fair market value of the Company’s stock at the date of grant.
+Added: As of January 3, 2026 , there was $ 37.2 million of total unrecognized compensation cost related to RSUs granted under the plans.
That cost is expected to be recognized over a weighted average period of 1.8 years.
2 unchanged sentences
The plan provides a 50 % match of all employee contributions up to 6 percent of the employee’s salary.
−Removed: Matching contributions to the plan totaled $ 3.2 million, $ 3.1 million and $ 3.0 million for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
+Added: Matching contributions to the plan totaled $ 3.3 million, $ 3.2 million and $ 3.1 million for the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively.
+Added: Non-Qualified Deferred Compensation Plan
+Added: During the fiscal year ended January 3, 2026, the Company established an unfunded nonqualified deferred compensation plan (“the Plan”) for certain members of management and nonemployee directors.
+Added: The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
+Added: Eligible employee participants may elect to defer up to 75 % of their annual base salary and up to 100 % of their annual bonus, performance share units, and restricted stock units.
+Added: Eligible non‑employee directors may elect to defer up to 100 % of their annual retainer, meeting fees, and restricted stock units.
+Added: As the Plan was established during fiscal 2025 and the first deferral elections apply to compensation earned in 2026, no participant account balances existed in any of the periods presented.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other Expense, Net:
3 unchanged sentences
Total other expense, net
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Income Taxes:
2 unchanged sentences
Total income tax expense
−Removed: The income before tax is comprised of the following:
+Added: I ncome before provision for income taxes is comprised of the following:
(in thousands)
1 unchanged sentence
Foreign operations
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: Beginning with its 2025 annual reporting, the Company adopted ASU 2023‑09 on a prospective basis.
+Added: As a result of this adoption, the Company is presenting the following rate reconciliation.
The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.
−Removed: federal income tax rate of 21 % for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, to income before provision for income taxes as follows:
+Added: federal income tax rate of 21 % for the year ended January 3, 2026, to income before provision for income taxes as follows:
(in thousands, except for percentages)
+Added: federal statutory income tax rate
+Added: State and local income tax, net of federal (national) income tax effect*
+Added: Foreign tax effects
+Added: Other foreign jurisdictions
+Added: Effect of cross-border tax laws
+Added: Foreign Derived Intangible Income (“FDII”) deduction
+Added: US Tax on foreign source income
+Added: Research and development credits
+Added: Change in valuation allowance
+Added: Nontaxable or nondeductible items
+Added: Share-based compensation
+Added: Non-deductible officer's compensation
+Added: Changes in unrecognized tax benefits
+Added: Other adjustments
+Added: Excess tax benefits from share-based compensation
+Added: Provision for income taxes
+Added: Effective tax rate
+Added: * State taxes that comprise greater than 50% of this category are California and Oregon.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: For the years ended December 28, 2024 and December 30, 2023, prior to the Company’s adoption of ASU 2023‑09, the reconciliation of the provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.
+Added: federal income taxes rate of 21 % to income before provision for income taxes as follows:
+Added: (in thousands, except for percentages)
Federal income tax provision at statutory rate
11 unchanged sentences
Effective tax rate
−Removed: Prior year amounts were reclassified to conform to current year classification requirements for comparability purposes.
−Removed: The total tax provision amounts remained unchanged.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Deferred tax assets and liabilities are comprised of the following:
16 unchanged sentences
Gross deferred tax liabilities
−Removed: Net deferred tax assets
−Removed: At December 28, 2024 and December 30, 2023, the Company had recorded valuation allowances of $ 12.2 million and $ 14.0 million, respectively, on a certain portion of the Company’s deferred tax assets to reflect the deferred tax assets at the net amount that is more likely than not to be realized.
+Added: Net deferred tax assets (liabilities)
+Added: At January 3, 2026 and December 28, 2024 , the Company had recorded valuation allowances of $ 15.4 million and $ 12.2 million, respectively, on a certain portion of the Company’s deferred tax assets to reflect the deferred tax assets at the net
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: amount that is more likely than not to be realized.
The Company maintains a valuation allowance against its federal foreign tax credit carryforwards of $ 1.0 million and state research and development credits of $ 14.4 million.
3 unchanged sentences
Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies when making this assessment.
−Removed: In making the determination that it is more likely than not that the Company’s deferred tax assets will be realized as of December 28, 2024, the Company relied primarily on the reversal of deferred tax liabilities as well as projected future taxable income.
−Removed: At December 28, 2024, the Company had tax effected federal, state, and foreign net operating loss carryforwards of $ 0.5 million, $ 0.9 million and $ 0.2 million, respectively.
−Removed: The federal, state and foreign net operating loss carryforwards expire on various dates begin ning in 2033 through 2049.
−Removed: At December 28, 2024, the Company had foreign tax credit carryforwards and state research & development credits of $ 0.3 million, and $ 16.8 million, respectively.
+Added: In making the determination that it is more likely than not that the Company’s deferred tax assets will be realized as of January 3, 2026, the Company relied primarily on the reversal of deferred tax liabilities as well as projected future taxable income.
+Added: At January 3, 2026 , the Company had tax effected federal, state, and foreign net operating loss carryforwards of $ 0.3 million, $ 0.9 million and $ 0.2 million, respectively.
+Added: The federal, state and foreign net operating loss carryforwards expire on various dates begin ning in 2033.
+Added: At January 3, 2026, the Company had foreign tax credit carryforwards and state research & development credits of $ 1.1 million, and $ 19.8 million, respectively.
The foreign tax credit carryforwards are set to expire at various dates beginning December 31, 2030 .
The state research & development credit carryforwards are set to expire at various dates beginning December 31, 2028.
−Removed: As of December 28, 2024, the Company has not provided U.S.
+Added: As of January 3, 2026 , the Company has not provided U.S.
income taxes on all its foreign earnings.
The Company continues to permanently reinvest the cash held offshore to support its working capital needs.
−Removed: The Company has accrued $ 0.5 million for additional foreign withholding taxes from an expected liquidating distribution from its Israel entity.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: The Company has accrued $ 0.9 million for additional taxes associated with its Taiwan branch.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“The Act”) was signed into law.
+Added: The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100 percent bonus depreciation, domestic research cost expensing, increases the Advanced Manufacturing Investment Credit to 35 percent from 25 percent and makes modifications to the international tax framework.
+Added: The Act includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027.
+Added: The Company continues to evaluate the impact of the Act's provisions that take effect in future years.
The total amount of unrecognized tax benefits are as follows:
6 unchanged sentences
Balance, end of the period
−Removed: The unrecognized tax benefits at December 28, 2024 and December 30, 2023 were $ 13.0 million and $ 13.1 million, respectively, of which $ 6.7 million and $ 7.2 million, respectively, would be reflected as an adjustment to income tax expense if recognized.
−Removed: The year over year decrease from 2023 to 2024 is primarily due to expiring tax statutes, offset by additional unrecognized tax benefits related to foreign net operating losses.
−Removed: It is reasonably possible that certain amounts of unrecognized tax benefits may reverse in the next 12 months;
−Removed: however, the Company does not expect such reversals to have a significant impact on its results of operations or financial position.
+Added: The unrecognized tax benefits at January 3, 2026 and December 28, 2024 were $ 25.4 million and $ 13.0 million, respectively, of which $ 10.3 million and $ 6.7 million, respectively, would be reflected as an adjustment to income tax expense if recognized.
+Added: The year-over-year increase from 2024to 2025 is primarily due to unrecognized tax benefits associated with the acquisition of Semilab USA, as well as build for current year unrecognized tax benefits, offset by reserve releases from expiring tax statutes.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.
−Removed: During the years ended December 28, 2024, December 30, 2023 and December 31, 2022, the Company recognized approximately $( 223 ) thousand , $ 146 thousand and $ 149 thousand, respectively, in interest and penalties (benefit) expense associated with uncertain tax positions.
−Removed: As of December 28, 2024 and December 30, 2023, the Company had accrued interest and penalties expense included in the table of unrecognized tax benefits of $ 564 thousand and $ 823 thousand, respectively.
+Added: During the years ended January 3, 2026, December 28, 2024 and December 30, 2023, the Company recognized approximately $( 12 ) thousand , $( 223 ) thousand and $ 146 thousand, respectively, in interest and penalties (benefit) expense associated with uncertain tax positions.
+Added: As of January 3, 2026 and December 28, 2024 , the Company had accrued interest and penalties expense included in the table of unrecognized tax benefits of $ 545 thousand and $ 564 thousand, respectively.
The Company is subject to U.S.
2 unchanged sentences
However, due to tax attribute carryforwards, the Company is subject to examination for tax years 2022 forward for U.S.
−Removed: federal tax purposes with respect to carryforward amounts.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: tax purposes with respect to carryforward amounts.
The Company is also subject to examination in various states for tax years 2006 forward with respect to carryforward amounts.
4 unchanged sentences
The results of an audit or litigation could have a material adverse effect on the Company’s results of operations or cash flows in the period or periods for which that determination is made.
−Removed: Accumulated Other Comprehensive Income (Loss):
+Added: Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 3, 2026 is as follows:
+Added: (in thousands)
+Added: Cash paid for income taxes, net of refunds received
+Added: Accumulated Other Comprehensive Loss:
Comprehensive income includes net income, foreign currency translation adjustments, and net unrealized gains and losses on available-for-sale debt securities.
See the Consolidated Statements of Comprehensive Income for the effect of the components of comprehensive income on the Company’s net income.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The components of accumulated other comprehensive income (loss), net of tax, are as follows:
5 unchanged sentences
(in thousands)
−Removed: Balance at January 1, 2022
−Removed: Net current period other comprehensive loss
Balance at December 31, 2022
3 unchanged sentences
Balance at December 28, 2024
−Removed: For the twelve months ended December 28, 2024, December 30, 2023 and December 31, 2022, tax effects on net income of amounts recorded in other comprehensive income (loss) were $( 36.8 ) thousand, $ 0.9 million and $( 0.7 ) million, respectively.
+Added: Net current period other comprehensive income
+Added: Balance at January 3, 2026
+Added: For the twelve months ended January 3, 2026, December 28, 2024 and December 30, 2023 , tax effects on net income of amounts recorded in other comprehensive income (loss) were $ 98.5 thousand, $( 36.8 ) thousand and $ 0.9 million, respectively.
Segment Reporting and Geographic Information:
2 unchanged sentences
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.
−Removed: 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.
+Added: The Company’s CODM, the Chief
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: 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.
4 unchanged sentences
The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The table below presents the Company’s consolidated operating results including significant segment expenses:
(in thousands)
−Removed: Restructuring expenses (1)
−Removed: Merger and acquisitions related expenses (2)
−Removed: Litigation expenses (3)
−Removed: Cost of revenue (excluding 1 & 2)
−Removed: Research and development (excluding 1 & 2)
−Removed: Sales and marketing (excluding 1 & 2)
−Removed: General and administrative (excluding 1, 2 & 3)
+Added: Adjusted cost of revenue (1)
+Added: Adjusted research and development (2)
+Added: Adjusted sales and marketing (2)
+Added: Adjusted general and administrative (3)
+Added: Other segment items:
+Added: Restructuring and other (4)
+Added: Merger and acquisitions related (4)
+Added: Litigation (4)
Operating income
2 unchanged sentences
Provision for income taxes
+Added: (1) Excludes restructuring and other expenses and merger and acquisition related expenses
+Added: (2) Excludes merger and acquisition related expenses
+Added: (3) Excludes litigation expenses and merger and acquisition related expenses
+Added: (4) The Company excludes these expenses in order to provide better comparability between periods as they are not representative of the Company's ongoing operations.
+Added: Depreciation expense is a significant expense related to research and development expenses, sales and marketing expenses and general and administrative expenses as shown above.
+Added: For the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 depreciation expense was $ 21.0 million, $ 12.9 million and $ 12.4 million, respectively.
The following table lists the different sources of revenue:
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(in thousands, except for percentages)
9 unchanged sentences
Total revenue
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following customers represented 10% or more of the Company’s total revenue for the respective years:
Total customer revenue was less than 10% of total revenue.
−Removed: 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.
−Removed: Two customers’ net accounts receivable balances were individually greater than 10 % of net accounts receivable at December 30, 2023 , representing, in the aggregate approximately 29 % of the Company’s total net accounts receivable.
+Added: One customer’s accounts receivable balance was individually greater than 10 % of accounts receivable at January 3, 2026, representing approximately 12 % of the Company’s total accounts receivable.
+Added: Two customers’ accounts receivable balances were individually greater than 10 % of accounts receivable at December 28, 2024 , representing, in the aggregate approximately 47 % of the Company’s total accounts receivable.
Substantially all of the Company’s long-lived assets are located within the United States of America.
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Earnings Per Share:
−Removed: Basic income per share is calculated using the weighted average number of shares of common stock outstanding during the period.
+Added: Basic earnings per share is calculated using the weighted average number of shares of common stock outstanding during the period.
Restricted stock units and stock options are included in the calculation of diluted earnings per share, except when their effect would be anti-dilutive.
+Added: For the fiscal year ended January 3, 2026 the weighted average number of restricted stock units excluded from the computation of diluted earnings per share was 70 thousand.
+Added: A nti-dilutive shares for the fiscal years ended December 28, 2024, and December 30, 2023, were immaterial.
The Company’s basic and diluted earnings per share amounts are as follows:
2 unchanged sentences
Effect of potential dilutive securities:
−Removed: Restricted stock units, employee stock purchase grants and stock
−Removed: options - dilutive shares
+Added: Restricted stock units and employee stock purchase grants - dilutive shares
Diluted earnings per share - weighted average shares
1 unchanged sentence
Share Repurchase Authorization:
−Removed: 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.
+Added: In February 2024, the Onto Innovation Board of Directors approved a share repurchase authorization, which allows the Company to repurchase up to $ 200 million worth of shares of its common stock.
Repurchases may be made through both public market and private transactions from time to time with shares purchased being subsequently retired.
−Removed: During the twelve months ended December 28, 2024, the Company repurchased and retired 157 thousand shares of its common stock under this repurchase authorization.
−Removed: At December 28, 2024, there was $ 174.9 million available for future share repurchases under this share repurchase authorization.
−Removed: ONTO INNOVATION INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
+Added: During the twelve months ended January 3, 2026 , the Company repurchased and retired 492 thousand shares of its common stock under this repurchase authorization.
+Added: At January 3, 2026 , there was $ 99.9 million available for future share repurchases under this share repurchase authorization.
The following table summarizes the Company’s stock repurchases:
3 unchanged sentences
Average price paid per share
+Added: ONTO INNOVATION INC.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Restructuring
2 unchanged sentences
Charges to operating expenses primarily include employee severance costs that are paid during the period incurred, and charges for streamlining of certain operating activities.
−Removed: Restructuring expenses recorded in the Condensed Consolidated Statements of Operations are as follows:
+Added: Restructuring expenses recorded in the Consolidated Statements of Operations are as follows:
(in thousands)
29 unchanged sentences
February 24, 2026
−Removed: Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: February 25, 2025
−Removed: /s/ Leo Berlinghieri
+Added: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
February 24, 2026
−Removed: Leo Berlinghieri
/s/ Stephen D.
8 unchanged sentences
February 24, 2026
−Removed: /s/ Christine A.
−Removed: February 25, 2025
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.