What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-06 · 222 added, 416 removed, 263 unchanged (71% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of revenue

6 unchanged sentences

Operating income

Other income, net

Interest income, net

Foreign currency exchange losses

Other (expense) income, net

Total other income, net

Income before provision for income taxes

2 unchanged sentences

Weighted average number of shares outstanding:

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

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ONTO INNOVATION INC.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Other comprehensive income (loss), net of tax:

Change in net unrealized gains on

available-for-sale marketable securities

Other comprehensive (loss) income, net of tax:

Change in net unrealized (losses) gains on available-for-sale marketable securities

Change in currency translation adjustments

Total other comprehensive income (loss), net of tax

Total other comprehensive (loss) income, net of tax

Total comprehensive income

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

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ONTO INNOVATION INC.

1 unchanged sentence

(In thousands)

September 27,

Current Assets:

1 unchanged sentence

Marketable securities

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

Accounts receivable, net of allowance of $ 2,453 at March 31, 2026 and $ 2,462 at January 3, 2026.

Inventories, net

16 unchanged sentences

Stockholders’ equity:

Common stock, $ 0.001 par value, 97,000 shares authorized, 49,744 and 49,702 issued and outstanding at March 31, 2026 and January 3, 2026, respectively.

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

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

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ONTO INNOVATION INC.

1 unchanged sentence

(In thousands)

Nine Months Ended

September 27,

September 28,

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash and cash equivalents provided by

operating activities:

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Amortization of intangibles

10 unchanged sentences

Purchases of non-marketable equity securities

Acquisitions, net of cash acquired

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

Acquisition related adjustments

Net cash and cash equivalents used in investing activities

Cash flows from financing activities:

1 unchanged sentence

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

Payment of contingent consideration for acquired business

Issuance of shares through share-based compensation plans

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Income taxes paid (net of refunds)

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

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ONTO INNOVATION INC.

2 unchanged sentences

Comprehensive

Balance at December 28, 2024

Share-based compensation

Issuance of shares through

Balance at January 3, 2026

Share-based compensation

Issuance of shares through share-based compensation plans, net

Purchases of common stock

Share-based compensation plan

Currency translation

Unrealized gain on investments

Balance at March 29, 2025

Share-based compensation

Issuance of shares through

share-based compensation

Share-based compensation plan

Share-based compensation plan withholdings

Currency translation

Unrealized loss on investments

Balance at June 28, 2025

Share-based compensation

Issuance of shares through

share-based compensation

Share-based compensation plan

Currency translation

Unrealized gain on investments

Balance at September 27, 2025

Balance at March 31, 2026

Comprehensive

1 unchanged sentence

Share-based compensation

Issuance of shares through

share-based compensation

Share-based compensation plan

Currency translation

Unrealized loss on investments

Balance at March 30, 2024

Share-based compensation

Issuance of shares through

share-based compensation

Share-based compensation plan

Currency translation

Unrealized loss on investments

Balance at June 29, 2024

Share-based compensation

Issuance of shares through

share-based compensation

Purchases and retirement of common stock

Share-based compensation plan

Issuance of shares through share-based compensation plans, net

Purchases of common stock

Share-based compensation plan withholdings

Currency translation

Unrealized gain on investments

Balance at September 28, 2024

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

Balance at March 29, 2025

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ONTO INNOVATION INC.

2 unchanged sentences

The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by Onto Innovation Inc.

(together with its consolidated subsidiaries, unless otherwise specified or suggested by the context, the “Company,” “Onto Innovation,” “we,” “our” or “us”) and in the opinion of management reflect all adjustments, consisting of normal recurring accruals, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“U.S.

(the “Company,” “Onto Innovation,” “we,” “our” or “us”) and in the opinion of management reflect all adjustments, consisting of normal recurring accruals, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“U.S.

Any reference in these notes to applicable guidance is meant to refer to U.S.

GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain reclassifications have been made to prior-period amounts to conform to current-period presentation.

Preparing financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes.

Actual amounts could differ materially from reported amounts.

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

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

The accompanying Condensed Consolidated Balance Sheet at December 28, 2024 has been derived from the audited consolidated financial statements included in the 2024 Form 10-K.

The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to December 31.

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

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

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

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

The interim results for the three-month period ended March 31, 2026 are not necessarily indicative of results to be expected for the entire year or any future periods.

This interim financial information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 3, 2026 (the “2025 Form 10-K”) filed with the Securities and Exchange Commission on February 24, 2026.

The accompanying Condensed Consolidated Balance Sheet at January 3, 2026 has been derived from the audited consolidated financial statements included in the 2025 Form 10-K.

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.

The Company made the fiscal year change on a prospective basis and will not adjust operating results for prior periods.

Additionally, the Company has adopted calendar quarter fiscal period ends commencing with the first quarter ended March 31, 2026.

The change affects the prior year comparability of the Company’s fiscal quarters in 2025 and will result in shifts in the quarterly periods, which is not expected to have a material impact on our quarterly financial results.

Our fiscal year ended January 3, 2026 was a 53-week fiscal year.

The first quarter of the fiscal year ended January 3, 2026 ended on March 29, 2025.

Throughout this document, the three-month period ended March 31, 2026 represents the quarterly period that commenced on January 4, 2026, the first day of our fiscal year, and ended on March 31, 2026.

The three-month period ended March 29, 2025 represents the quarterly period that commenced on December 29, 2024 and ended on March 29, 2025.

Use of Estimates

8 unchanged sentences

Recent Accounting Pronouncements

Updates Not Yet Effective

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

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

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

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

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

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

In July 2025, the FASB issued ASU No.

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

Recently Adopted or Effective

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.

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.

2 unchanged sentences

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

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

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

Proposed Acquisition

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

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

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

Department of Justice in connection with the Transaction.

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

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

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

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

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

Company adopted this ASU during the quarter ended March 31, 2026, with no material impact on the condensed consolidated financial statements.

Updates Not Yet Effective

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements,” to clarify and reorganize U.S.

GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.

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.

The amendment also clarifies the form and content of interim financial statements, including guidance for condensed interim reporting.

The amendment is effective for the Company for interim periods in 2028, with early adoption permitted.

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.

In December 2025, the FASB issued ASU 2025‑10, “Government Grants (Topic 832):

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.

This amendment amends 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 or as an adjustment to the cost basis of the related asset, or the cost accumulation approach, as such costs are incurred.

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.

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.

The amendment is effective for the Company for annual and interim periods in 2029, with early adoption and multiple transition methods permitted.

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

In December 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):

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.

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.

For public business entities, the provisions of ASU 2025-09 are effective for fiscal years beginning after December 15, 2026.

Early adoption is permitted.

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

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40):

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

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

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

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

In 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.

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact that the updated standard will have on its financial statements and related disclosures.

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.

(the “Seller”), Semilab Zrt.

and Semilab USA, as amended by the Amendment to Equity Purchase Agreement, dated October 9, 2025.

The preliminary Acquisition Date fair value of consideration transferred consisted of the following:

At Acquisition Date

(in thousands, except per share data)

Issuance of common stock (1)

Cash paid to extinguish Semilab USA’s debt

Total purchase consideration

(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.

The Company accounted for the acquisition of Semilab USA in accordance with ASC Topic 805, Business Combinations (“ASC 805”).

The acquired assets and assumed liabilities were recorded at their estimated fair values.

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.

The acquisition strengthens the Company’s capabilities in inline wafer contamination monitoring, materials characterization, and unique surface charge metrology.

The goodwill recognized reflects the anticipated benefits from expanding the Company’s product portfolio and its growth opportunities in both new and existing markets.

As the purchase price exceeded the fair value of Semilab USA’s identifiable net assets, goodwill was recorded in connection with the transaction.

The Company does not expect the goodwill to be deductible for income tax purposes.

A portion of the overall purchase price was allocated to acquired intangible assets.

Amortization expense associated with acquired intangible assets is not deductible for tax purposes.

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.

The inventory fair value step‑up is non‑recurring and is recognized as an increase to cost of revenue as the related inventory is sold.

For the year ended January 3, 2026, the Company recognized $ 4.0 million of expense related to the step‑up.

During the three months ended March 31, 2026, the Company recognized $ 6.1 million of expense related to the step-up.

The remaining balance of approximately $ 3.0 million is expected to be recognized over the estimated sell‑through period of one year following the Acquisition Date.

The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed:

At Acquisition Date

(in thousands)

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property, plant and equipment

Intangible assets

Accounts payable

Accrued expenses and other current liabilities

Other long-term liabilities

Total identifiable net assets

Total purchase consideration

The following table sets forth the preliminary amounts, allocated to the intangible assets identified and their estimated useful lives as of the Acquisition Date:

At Acquisition Date

Weighted Average Useful Life

(in thousands)

Developed technology

Customer relationships

Total amortizable intangible assets

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.

Under this approach, the after‑tax royalty savings attributable to ownership represent the economic benefit of the asset.

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.

The assets are amortized on a straight‑line basis over their estimated 7 ‑year useful life, which approximates the expected pattern of economic benefits.

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.

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.

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.

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.

There were no significant contingencies assumed as part of the acquisition.

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.

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.

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).

Any such revisions or changes may be material.

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.

During the three months ended March 31, 2026, Semilab USA contributed $ 27.1 million of revenue and operating income of $ 13.4 million to the Company’s consolidated results.

Fair Value Measurements

Fair Value of Financial Instruments

The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources.

The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term maturity of these instruments.

Fair Value Hierarchy

The Company applies a three-level valuation hierarchy for fair value measurements.

This hierarchy prioritizes the inputs into three broad levels.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

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

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

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

Fair Value Measurements Using

Significant Other Observable

Inputs (Level 2)

September 27,

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are regularly measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, which is described further within Note 4 Fair Value Measurements to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026:

March 31, 2026

Cash and Cash Equivalents

Marketable Securities

(in thousands)

Available-for-sale debt securities:

Government notes and bonds

Federal and municipal notes and bonds

Money market funds

Certificates of deposit

2 unchanged sentences

Foreign currency forward contracts

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.

January 3, 2026

Cash and Cash Equivalents

Marketable Securities

(in thousands)

Federal and municipal notes and bonds

Money market funds

Certificates of deposit

Commercial paper

Corporate bonds

Foreign currency forward contracts

Items classified within Level 1 of the fair value hierarchy are valued using quoted prices in active markets for identical assets or liabilities.

The Company’s marketable securities, comprised of Level 2 available-for-sale debt securities, 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.

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

See Note 4 for additional discussion regarding the fair value of the Company’s marketable securities.

There were no impairments of the Company’s assets measured and carried at fair value during the three months ended March 31, 2026 and March 29, 2025.

There were no changes in valuation techniques during the three months ended March 31, 2026 and March 29, 2025.

Non-recurring Fair Value Measurements

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

There were no such investments at December 28, 2024.

At March 31, 2026 and January 3, 2026 , the Company held investments of $ 8.0 million in the equity of a privately-held company.

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.

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

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

As of March 31, 2026 , there have been no impairments recorded for the non-marketable equity investment.

Marketable Securities

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

At March 31, 2026 and January 3, 2026, marketable securities are categorized as follows:

Amortized Cost

Gross Unrealized Holding Gains

Gross Unrealized Holding Losses

Gross Unrealized

(in thousands)

September 27, 2025

Government notes and bonds

March 31, 2026

Federal and municipal notes and bonds

Certificates of deposit

2 unchanged sentences

Total marketable securities

December 28, 2024

Government notes and bonds

January 3, 2026

Federal and municipal notes and bonds

Certificates of deposit

2 unchanged sentences

Total marketable securities

The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Condensed Consolidated Balance Sheets classification, are as follows at September 27, 2025 and December 28, 2024:

September 27, 2025

December 28, 2024

Amortized Cost

As of March 31, 2026, all of the Company’s marketable securities are available to the Company for use in its current operations.

As a result, the Company has classified all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date.

The following table shows the fair value of the Company’s marketable securities, by contractual maturity, as of March 31, 2026:

March 31, 2026

January 3, 2026

(in thousands)

1 unchanged sentence

Due after one through five years

Due after five through ten years

Due after ten years

Total marketable securities

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

The Company’s available-for-sale debt securities are carried at fair value, with the unrealized gains and losses reported in Stockholders’ equity under the caption “Accumulated other comprehensive loss.” Gross realized gains and losses on available-for-sale securities are included in “Other (expense) income, net” on the Condensed Consolidated Statements of Operations and were not material during the three and nine-months ended September 27, 2025 and September 28, 2024.

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

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

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

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

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

The following table summarizes the estimated fair value and gross unrealized holding losses of marketable securities, aggregated by investment instrument and period of time in an unrealized loss position, at September 27, 2025 and December 28, 2024:

In Unrealized Loss Position For

Less Than 12 Months

In Unrealized Loss Position For

Greater Than 12 Months

Gross Unrealized Losses

(in thousands)

September 27, 2025

Government notes and bonds

Certificates of deposit

Commercial paper

Corporate bonds

December 28, 2024

Government notes and bonds

Certificates of deposit

Commercial paper

Corporate bonds

See Note 3 for additional discussion regarding the fair value of the Company’s marketable securities.

The aggregate fair value of marketable securities with unrealized losses was $ 175.5 million and $ 21.2 million as of March 31, 2026 and January 3, 2026, respectively.

All unrealized losses are reported in Stockholders Equity under the caption “Accumulated other comprehensive loss.” As of March 31, 2026 and January 3, 2026 , 162 investments and 11 investments were in an unrealized loss position, respectively.

All such investments have been in an unrealized loss position for less than a year and these losses are considered temporary.

As of March 31, 2026 and January 3, 2026 , three investments and two investments were in an unrealized loss position, respectively, for greater than a year.

The Company has the ability and intent to hold these investments until a recovery of their amortized cost, which may not occur until maturity.

The Company expects these securities are subject to minimal credit risk.

As a result, the Company did not record any charges for credit-related impairments for its available-for-sale securities for the three months ended March 31, 2026 and March 29, 2025 .

Derivative Instruments and Hedging Activities

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

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

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

2 unchanged sentences

The dollar equivalent of the U.S.

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

September 27, 2025

December 28, 2024

dollar forward contracts notional amount and related fair values as of March 31, 2026 and January 3, 2026 were as follows:

March 31, 2026

January 3, 2026

(in thousands)

1 unchanged sentence

Fair value of asset

Goodwill and Purchased Intangible Assets

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

Nine Months Ended

September 27,

September 28,

(in thousands)

Balance, beginning of the period

Adjustment for previously acquired business

Balance, end of the period

Purchased Intangible Assets

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

Gross Carrying Amount

Accumulated Amortization

(in thousands)

September 27, 2025

Finite-lived intangibles:

Developed technology

Customer and distributor relationships

Trademarks and trade names

Total identifiable intangible assets

December 28, 2024

Finite-lived intangibles:

Developed technology

Customer and distributor relationships

Trademarks and trade names

Total identifiable intangible assets

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

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

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

Expected Amortization

(in thousands)

2025 (remainder)

Balance Sheet Components

Inventories, net are comprised of the following:

September 27, 2025

December 28, 2024

Inventories, net of reserves are comprised of the following:

March 31, 2026

January 3, 2026

(in thousands)

4 unchanged sentences

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

September 27, 2025

December 28, 2024

March 31, 2026

January 3, 2026

(in thousands)

7 unchanged sentences

Total property, plant and equipment, net

Other assets are comprised of the following:

September 27, 2025

December 28, 2024

(in thousands)

Operating lease right-of-use assets

Non-marketable equity securities

Total other assets

Accrued liabilities

Accrued liabilities are comprised of the following:

September 27, 2025

December 28, 2024

(in thousands)

Payroll and related expenses

Total accrued liabilities

Other current liabilities

Other current liabilities are comprised of the following:

September 27, 2025

December 28, 2024

(in thousands)

Customer deposits

Current operating lease obligations

Income tax payable

Accrued professional fees

Other accrued taxes

Total other current liabilities

Other non-current liabilities

Other non-current liabilities are comprised of the following:

September 27, 2025

December 28, 2024

(in thousands)

Non-current operating lease obligations

Unrecognized tax benefits (including interest)

Deferred revenue

Total other non-current liabilities

For the three months ended March 31, 2026 , depreciation expense was $ 5.8 million.

For the three months ended March 29, 2025 , depreciation expense was $ 4.4 million.

Commitments and Contingencies

Intellectual Property Indemnification Obligations

The Company has entered into agreements with customers that include limited intellectual property indemnification obligations that are customary in the industry.

These agreements generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party intellectual property claims.

The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to its customers.

Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the accompanying Condensed Consolidated Financial Statements with respect to these indemnification obligations.

Warranty Reserves

6 unchanged sentences

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

Nine Months Ended

September 27,

September 28,

Three Months Ended

(in thousands)

6 unchanged sentences

Line of Credit

The Company has a credit agreement with a bank that provides for a variable-rate line of credit which is secured by the marketable securities the Company has with the bank.

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

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

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

The Company has not utilized the line of credit as of the date of this filing.

The Company had a credit agreement with a bank that provided for a variable-rate line of credit secured by the marketable securities the Company had with the bank.

At January 3, 2026 the Company was permitted to borrow up to 70.0 % of the value of eligible securities held at the time the line of credit was accessed, up to a maximum of $ 100.0 million.

The available line of credit as of January 3, 2026 was $ 100.0 million with an available interest rate of 4.3 %.

The Company terminated this line of credit during the three months ended March 31, 2026, and did not utilize the line of credit while it was active .

The following table represents a disaggregation of revenue by timing of revenue:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

1 unchanged sentence

Total revenue

See Note 15 for additional discussion of the Company’s disaggregated revenue in detail.

The following table lists the different sources of revenue:

Three Months Ended

(in thousands, except for percentages)

Systems and software

Total revenue

See Note 12 for additional discussion of the Company’s disaggregated revenue by geography.

Contract Assets and Contract Liabilities

2 unchanged sentences

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

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

As of March 31, 2026 the Company had no contract assets, and as of January 3, 2026, the Company had contract assets of $ 3.5 million.

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, deferred revenue is recorded in “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

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

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

As of March 31, 2026 and January 3, 2026, the Company carried a long-term deferred revenue balance of $ 8.3 million and $ 6.3 million, respectively, within “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Changes in deferred revenue were as follows:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

7 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

3 unchanged sentences

General and administrative

Restructuring and other

Total share-based compensation expense

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

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

Equity Awards

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

Awards Granted To:

Type of Award

Number of Shares

(in thousands)

Weighted Average

Grant Date Fair Value

Various executives and employees

Various executives

(1) These awards cliff vest one year from the grant date on May 21, 2026.

(2) These awards generally vest ratably over three years, one third per year beginning on the first anniversary of the grant date.

These RSUs will fully vest on various dates between December 2027 and June 2028.

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

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

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

Other (Expense) Income, Net

Other (expense) income, net, is comprised of the following:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

Foreign currency exchange losses, net

Total other (expense) income, net

The following table provides details of income taxes:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

Income before provision for income taxes

Provision for income taxes

Effective tax rate

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

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

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

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

As of March 31, 2026 , there was $ 49.1 million of total unrecognized compensation cost related to restricted stock units granted under the Company’s stock plans.

That cost is expected to be recognized over a weighted average period of 1.9 years following March 31, 2026 .

During the three months ended March 31, 2026 and March 29, 2025, the Company recognized an income tax provision of $ 4.3 and $ 7.6 million, respectively, representing an effective tax rate of 11.3 % and 10.6 % , respectively.

The effective tax rate for the periods presented is less than the U.S.

statutory rate primarily due to projected Foreign Derived Intangible Income deductions, federal research and development tax credits, and excess tax benefits associated with equity compensation.

The Company currently has a partial valuation allowance recorded against certain foreign and state net operating loss and credit carryforwards where the unrealizability of such deferred tax assets is more likely than not.

Each quarter, the Company assesses the likelihood that it will be able to recover its deferred tax assets.

The Company considers available evidence, both positive and negative, including forecasted earnings, in assessing its need for a valuation allowance.

As a result of the Company’s analysis, it concluded that it is more likely than not that a portion of its deferred tax assets will not be realized.

Therefore, the Company continues to provide a valuation allowance against certain deferred tax assets.

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

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

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

As part of the BEPS project, the OECD issued policies aimed to modernize global tax systems, including a country-by-country 15% minimum effective tax rate (“Pillar Two”) for multinational companies.

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

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

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

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

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

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

As these rules continue to evolve with new legislation and guidance, the Company will continue to monitor and account for the enactment of Pillar Two and the potential impacts such rules may have on its effective tax rate and cash flows in future years.

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

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

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

taxation of profits derived from foreign operations.

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

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

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

Earnings Per Share

1 unchanged sentence

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

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

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

For the three months ended March 31, 2026 and March 29, 2025 , 23 thousand and 19 thousand, respectively, restricted stock units were excluded from the computation of diluted earnings per share as their impact would have been antidilutive.

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

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands, except for per share data)

Basic earnings per share - weighted average shares

Basic earnings per share - weighted average shares outstanding

Effect of potential dilutive securities:

Restricted stock units and employee stock

purchase grants - dilutive shares

Diluted earnings per share - weighted average shares

Restricted stock units and employee stock purchase grants - dilutive shares

Diluted earnings per share - weighted average shares outstanding

Earnings per share:

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, were as follows:

Foreign currency

Net unrealized gains on

available-for-sale marketable

Accumulated other

comprehensive loss

(in thousands)

Balance at December 28, 2024

Net current period other comprehensive income (loss)

Balance at September 27, 2025

Foreign currency

Net unrealized gains on

available-for-sale marketable

Accumulated other

comprehensive loss

(in thousands)

Balance at December 30, 2023

Net current period other comprehensive income

Balance at September 28, 2024

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

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

Segment Reporting and Geographic Information

4 unchanged sentences

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

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

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

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

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

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

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

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

6 unchanged sentences

Merger and acquisitions related (3)

Litigation (4)

Operating income

Interest income, net

Other (expense) income, net

Total other income, net

Provision for income taxes

1 unchanged sentence

(2) Excludes merger and acquisition related expenses

(3) Excludes litigation expenses and merger and acquisition related expenses

(3) The Company excludes these expenses in order to provide better comparability between periods as they are not representative of the Company’s ongoing operations.

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

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

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

The following table lists the different sources of revenue:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands, except for percentages)

Systems and software

Total revenue

The Company’s significant operations outside the United States include sales, service and application offices in Asia and Europe.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

4 unchanged sentences

The following customers accounted for 10.0% or more of total revenue for the indicated periods:

Nine Months Ended

September 27,

September 28,

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

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

Three Months Ended

The customer accounted for less than 10.0% of total revenue during the period.

Two customers’ accounts receivable balances were individually greater than 10.0 % of net accounts receivable at March 31, 2026, representing, in the aggregate approximately 27.0 % of the Company’s total accounts receivable.

One customer’ s accounts receivable balances was individually greater than 10.0 % of net accounts receivable at January 3, 2026 , representing, approximately 12.2 % of the Company’s total accounts receivable.

Substantially all of the Company’s long-lived assets are located within the United States of America.

Share Repurchase Authorization

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.

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.

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

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

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

During the three months ended March 31, 2026, no shares of the Company’s common stock were repurchased under the share repurchase authorization.

During the three months ended March 29, 2025 , 492 thousand shares of the Company’s common stock were repurchased under the share repurchase authorization.

At March 31, 2026 , there was $ 99.9 million available for future share repurchases under this share repurchase authorization.

Restructuring and Other

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(in thousands)

2 unchanged sentences

Total restructuring and other

Subsequent Event

On April 20, 2026 , the Company entered into a definitive share purchase agreement (“the Transaction”) with Atom Investment, L.P., an affiliate of The Carlyle Group, to acquire 27 % of the outstanding common stock of Rigaku Holdings Corporation (“Rigaku”) for approximately $ 710 million.

In connection with the Transaction, Onto Innovation Inc.

will receive the right to nominate one director to Rigaku’s board.

The Company expects to account for the minority investment under the fair value option method and will not consolidate financial results.

The transaction is expected to close in the second half of 2026.

Also on April 20, 2026 , the Company entered into a commitment letter with Goldman Sachs Bank USA, which provides for a senior secured 364-day $ 500 million bridge term loan credit facility.

The bridge term loan is intended to be available to the Company to finance, together with other sources of funds, the Transaction and related fees and expenses on or prior to the closing of the Transaction.

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

What changed 10-Q

Item 1. Financial Statements