ONTO INNOVATION INC. 10-Q

Item 1. Financial Statements ONTO INNOVATION INC. CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended March 31, March 29, 2026 2025 Revenue $ 291,949 $ 266,607 Cost of revenue 145,560 123,374 Gross profit 146,389 143,233 Operating expenses: Research and development 35,098 28,030 Sales and marketing 21,459 19,716 General and administrative 31,409 22,785 Amortization 19,700 8,445 Restructuring and other 5,209 1,123 Total operating expenses 112,875 80,099 Operating income 33,514 63,134 Other income, net Interest income, net 5,102 9,266 Foreign currency exchange losses ( 461 ) ( 762 ) Other (expense) income, net ( 103 ) 19 Total other income, net 4,538 8,523 Income before provision for income taxes 38,052 71,657 Provision for income taxes 4,302 7,562 Net income $ 33,750 $ 64,095 Earnings per share: Basic $ 0.68 $ 1.30 Diluted $ 0.67 $ 1.30 Weighted average number of shares outstanding: Basic 49,742 49,180 Diluted 50,004 49,408 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 1 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEM ENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended March 31, March 29, 2026 2025 Net income $ 33,750 $ 64,095 Other comprehensive (loss) income, net of tax: Change in net unrealized (losses) gains on available-for-sale marketable securities ( 659 ) 338 Change in currency translation adjustments ( 1,860 ) 2,013 Total other comprehensive (loss) income, net of tax ( 2,519 ) 2,351 Total comprehensive income $ 31,231 $ 66,446 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 2 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDA TED BALANCE SHEETS (In thousands) (Unaudited) March 31, 2026 January 3, 2026 ASSETS Current Assets: Cash and cash equivalents $ 252,247 $ 346,119 Marketable securities 401,917 293,503 Accounts receivable, net of allowance of $ 2,453 at March 31, 2026 and $ 2,462 at January 3, 2026. 306,564 268,932 Inventories, net 316,026 298,264 Prepaid expenses and other current assets 42,964 61,217 Total current assets 1,319,718 1,268,035 Property, plant and equipment, net 123,818 127,184 Goodwill 643,468 644,015 Identifiable intangible assets, net 278,399 298,098 Deferred income taxes 4,449 3,864 Other assets 26,514 26,545 Total assets $ 2,396,366 $ 2,367,741 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 105,522 $ 107,685 Accrued liabilities 46,421 48,544 Deferred revenue 31,439 31,781 Other current liabilities 31,066 30,936 Total current liabilities 214,448 218,946 Deferred and other tax liabilities 20,272 20,401 Other non-current liabilities 29,458 27,747 Total liabilities 264,178 267,094 Commitments and contingencies 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. 50 50 Additional paid-in capital 1,367,143 1,366,833 Accumulated other comprehensive loss ( 12,540 ) ( 10,021 ) Accumulated earnings 777,535 743,785 Total stockholders’ equity 2,132,188 2,100,647 Total liabilities and stockholders’ equity $ 2,396,366 $ 2,367,741 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, March 29, 2026 2025 Cash flows from operating activities: Net income $ 33,750 $ 64,095 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Amortization of intangibles 19,700 8,445 Accretion of discount on marketable securities ( 234 ) ( 1,537 ) Depreciation 5,784 4,395 Share-based compensation 7,011 6,814 Provision for inventory valuation 1,191 1,534 Deferred income taxes 14 ( 3,774 ) Other, net 679 1,171 Changes in operating assets and liabilities ( 41,573 ) 10,837 Net cash and cash equivalents provided by operating activities 26,322 91,980 Cash flows from investing activities: Purchases of marketable securities ( 179,508 ) ( 208,526 ) Proceeds from maturities and sales of marketable securities 70,487 203,012 Purchases of property, plant and equipment ( 3,585 ) ( 8,233 ) Purchases of non-marketable equity securities — ( 8,000 ) Acquisition related adjustments — ( 57 ) Net cash and cash equivalents used in investing activities ( 112,606 ) ( 21,804 ) Cash flows from financing activities: Purchases and retirement of common stock — ( 75,015 ) Tax payments related to shares withheld for share-based compensation plans ( 6,701 ) ( 8,684 ) Issuance of shares through share-based compensation plans — 4,179 Net cash and cash equivalents used in financing activities ( 6,701 ) ( 79,520 ) Effect of exchange rate changes on cash and cash equivalents ( 887 ) 126 Net decrease in cash and cash equivalents ( 93,872 ) ( 9,218 ) Cash and cash equivalents at beginning of period 346,119 212,945 Cash and cash equivalents at end of period $ 252,247 $ 203,727 Supplemental disclosure of cash flow information: Income taxes paid (net of refunds) $ 1,569 $ 770 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Earnings Total Balance at January 3, 2026 49,702 $ 50 $ 1,366,833 $ ( 10,021 ) $ 743,785 $ 2,100,647 Net income — — — — 33,750 33,750 Share-based compensation — — 7,011 — — 7,011 Issuance of shares through share-based compensation plans, net 73 — — — — — Purchases of common stock ( 31 ) — — — — — Share-based compensation plan withholdings — — ( 6,701 ) — — ( 6,701 ) Currency translation — — — ( 1,860 ) — ( 1,860 ) Unrealized loss on investments — — — ( 659 ) — ( 659 ) Balance at March 31, 2026 49,744 $ 50 $ 1,367,143 $ ( 12,540 ) $ 777,535 $ 2,132,188 Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Earnings Total Balance at December 28, 2024 49,238 $ 49 $ 1,275,146 $ ( 13,863 ) $ 664,550 $ 1,925,882 Net income — — — — 64,095 64,095 Share-based compensation — — 6,814 — — 6,814 Issuance of shares through share-based compensation plans, net 140 — 4,179 — — 4,179 Purchases of common stock ( 541 ) — ( 17,491 ) — ( 57,524 ) ( 75,015 ) Share-based compensation plan withholdings — — ( 8,684 ) — — ( 8,684 ) Currency translation — — — 2,013 — 2,013 Unrealized gain on investments — — — 338 — 338 Balance at March 29, 2025 48,837 $ 49 $ 1,259,964 $ ( 11,512 ) $ 671,121 $ 1,919,622 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents ONTO INNOVATION INC. NOTES TO CONDENSED CONSOLI DATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by Onto Innovation Inc. (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. GAAP”). 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. 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 The preparation of financial statements in conformity with U.S. 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. Estimates made by management include 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, allowance for credit losses, liabilities for product warranty, share-based payments and liabilities for tax uncertainties. Actual results could differ from those estimates. These estimates and assumptions are based on historical experience and on various other factors which the Company believes to be reasonable under the circumstances. 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. Such estimates often require the selection of appropriate valuation methodologies and significant judgment. Actual results could differ from these estimates under different assumptions or circumstances and such differences could be material. Recent Accounting Pronouncements 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. The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. Entities that elect the practical expedient are required to apply the amendments prospectively. The 6 Table of Contents 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. NOTE 2. Acquisitions 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. 7 Table of Contents The preliminary Acquisition Date fair value of consideration transferred consisted of the following: At Acquisition Date (in thousands, except per share data) Cash paid $ 389,052 Issuance of common stock (1) 81,697 Cash paid to extinguish Semilab USA’s debt 55,892 Total purchase consideration $ 526,641 (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 $ 8,876 Accounts receivable 14,428 Inventories 33,838 Prepaid expenses and other current assets 843 Property, plant and equipment 2,058 Intangible assets 210,000 Other assets 3,592 Accounts payable ( 487 ) Accrued expenses and other current liabilities ( 8,270 ) Other long-term liabilities ( 51,668 ) Total identifiable net assets 213,210 Goodwill 313,431 Total purchase consideration $ 526,641 8 Table of Contents 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 Fair Value Weighted Average Useful Life (in thousands) (in years) Developed technology $ 103,000 7.0 Customer relationships 82,000 6.0 Backlog 20,000 1.3 Tradename 5,000 8.0 Total amortizable intangible assets $ 210,000 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. NOTE 3. Fair Value Measurements 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: 9 Table of Contents March 31, 2026 Cash and Cash Equivalents Marketable Securities Level 1 Level 2 Total Level 1 Level 2 Total (in thousands) Assets: Federal and municipal notes and bonds $ — $ 45,840 $ 45,840 $ — $ 177,599 $ 177,599 Cash 156,797 — 156,797 — — — Money market funds 2,068 — 2,068 — — — Certificates of deposit — — — — 66,194 66,194 Commercial paper — 47,542 47,542 — 94,339 94,339 Corporate bonds — — — — 63,784 63,784 Foreign currency forward contracts — — — — 884 884 Total assets $ 158,865 $ 93,382 $ 252,247 $ — $ 402,800 $ 402,800 January 3, 2026 Cash and Cash Equivalents Marketable Securities Level 1 Level 2 Total Level 1 Level 2 Total (in thousands) Assets: Federal and municipal notes and bonds $ — $ 40,415 $ 40,415 $ — $ 141,401 $ 141,401 Cash 245,130 — 245,130 — — — Money market funds 5,118 — 5,118 — — — Certificates of deposit — — — — 47,339 47,339 Commercial paper — 53,373 53,373 — 40,357 40,357 Corporate bonds — 2,083 2,083 — 64,406 64,406 Foreign currency forward contracts — — — — 89 89 Total assets $ 250,248 $ 95,871 $ 346,119 $ — $ 293,592 $ 293,592 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. 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 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 March 31, 2026 , there have been no impairments recorded for the non-marketable equity investment. 10 Table of Contents NOTE 4. Marketable Securities At March 31, 2026 and January 3, 2026, marketable securities are categorized as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) March 31, 2026 Federal and municipal notes and bonds $ 177,488 $ 253 $ ( 142 ) $ 177,599 Certificates of deposit 66,245 9 ( 60 ) 66,194 Commercial paper 94,381 5 ( 47 ) 94,339 Corporate bonds 63,802 71 ( 88 ) 63,785 Total marketable securities $ 401,916 $ 338 $ ( 337 ) $ 401,917 January 3, 2026 Federal and municipal notes and bonds $ 149,004 $ 551 $ ( 1 ) $ 149,554 Certificates of deposit 47,243 95 — 47,338 Commercial paper 32,188 16 — 32,204 Corporate bonds 64,214 193 — 64,407 Total marketable securities $ 292,649 $ 855 $ ( 1 ) $ 293,503 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 Fair Value Fair Value (in thousands) Due within one year $ 326,387 $ 233,043 Due after one through five years 75,530 60,460 Total marketable securities $ 401,917 $ 293,503 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 . NOTE 5. Derivative Instruments and Hedging Activities 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. Foreign currency forward contracts are not designated as hedges for accounting purposes, and therefore, the change in fair value is recorded in “Other (expense) income, net,” in the Condensed Consolidated Statements of Operations. The Company records its forward contracts at fair value in either “Prepaid expenses and other current assets” or “Other current liabilities” in the Condensed Consolidated Balance Sheets. The dollar equivalent of the U.S. 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) Notional amount $ 81,775 $ 47,361 Fair value of asset $ 884 $ 89 11 Table of Contents NOTE 6. Balance Sheet Components Inventories Inventories, net of reserves are comprised of the following: March 31, 2026 January 3, 2026 (in thousands) Materials $ 232,079 $ 208,061 Work-in-process 62,493 59,764 Finished goods 21,454 30,439 Total inventories, net $ 316,026 $ 298,264 Property, Plant and Equipment Property, plant and equipment, net is comprised of the following: March 31, 2026 January 3, 2026 (in thousands) Machinery and equipment $ 95,128 $ 95,151 Land and building 47,718 47,770 Computer equipment and software 41,384 40,635 Leasehold improvements 24,583 24,040 Furniture and fixtures 3,921 3,920 Total property, plant and equipment, gross 212,734 211,516 Accumulated depreciation ( 88,916 ) ( 84,332 ) Total property, plant and equipment, net $ 123,818 $ 127,184 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. NOTE 7. Commitments and Contingencies Warranty Reserves The Company generally provides a warranty on its products for a period of 12 to 14 months against defects in material and workmanship. The Company estimates the costs that may be incurred during the warranty period and records a liability in the amount of such costs at the time revenue is recognized. The Company’s estimate is based primarily on historical experience. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Warranty provisions are generally related to current period sales. Settlements of warranty reserves are generally associated with sales that occurred during the 12 to 14 months prior to the period-end. Changes in the Company’s warranty reserves are as follows: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Balance, beginning of the period $ 10,292 $ 10,858 Accruals 2,460 3,773 Usage ( 3,163 ) ( 2,639 ) Balance, end of the period $ 9,589 $ 11,992 Warranty reserves are reported in the Condensed Consolidated Balance Sheets under the captions “Accrued liabilities” and “Other non-current liabilities.” 12 Table of Contents Legal Matters From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, any potential liabilities resulting from any current disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements. Line of Credit 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 . NOTE 8. Revenue The following table represents a disaggregation of revenue by timing of revenue: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Point-in-time $ 271,579 $ 249,279 Over-time 20,370 17,328 Total revenue $ 291,949 $ 266,607 The following table lists the different sources of revenue: Three Months Ended March 31, March 29, 2026 2025 (in thousands, except for percentages) Systems and software $ 247,157 84.7 % $ 231,150 86.7 % Parts 26,550 9.1 % 18,176 6.8 % Services 18,242 6.2 % 17,281 6.5 % Total revenue $ 291,949 100.0 % $ 266,607 100.0 % See Note 12 for additional discussion of the Company’s disaggregated revenue by geography. Contract Assets and Contract Liabilities Contract assets consist of amounts we have not invoiced but have completed the related performance obligation. 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). The contract assets amounts are recorded in “Accounts receivable” in the Condensed Consolidated Balance Sheets. 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. For contracts that have a duration of one year or less, these amounts are recorded as “Deferred revenue” in the Condensed Consolidated Balance Sheets. For contracts with a duration longer than one year, deferred revenue is recorded in “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. 13 Table of Contents Changes in deferred revenue were as follows: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Balance, beginning of the period $ 38,031 $ 37,836 Deferral of revenue 16,554 28,982 Recognition of current year deferred revenue ( 1,021 ) ( 8,987 ) Recognition of prior period deferred revenue ( 13,831 ) ( 14,232 ) Balance, end of the period $ 39,733 $ 43,599 NOTE 9. Share-Based Compensation The following table presents the detail of share-based compensation expense amounts included in the Company’s Condensed Consolidated Statement of Operations: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Cost of revenue $ 943 $ 1,107 Research and development 1,015 1,062 Sales and marketing 1,029 1,339 General and administrative 4,024 3,306 Total share-based compensation expense $ 7,011 $ 6,814 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 . NOTE 10. Income Taxes 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. NOTE 11. Earnings Per Share Basic earnings per share is calculated using the weighted average number of shares of common stock outstanding during the period. Restricted stock units 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 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. 14 Table of Contents The Company’s basic and diluted earnings per share amounts are as follows: Three Months Ended March 31, March 29, 2026 2025 (in thousands, except for per share data) Numerator: Net income $ 33,750 $ 64,095 Denominator: Basic earnings per share - weighted average shares outstanding 49,742 49,180 Effect of potential dilutive securities: Restricted stock units and employee stock purchase grants - dilutive shares 262 228 Diluted earnings per share - weighted average shares outstanding 50,004 49,408 Earnings per share: Basic $ 0.68 $ 1.30 Diluted $ 0.67 $ 1.30 NOTE 12. Segment Reporting and Geographic Information The Company is organized and operates as one operating and reportable segment; the design, development, manufacture and support of high-performance control metrology, defect inspection, lithography and data analysis systems used by microelectronics device manufacturers. This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. The CODM uses net income as the measure of profit or loss to allocate resources and assess performance. The measure of segment assets is reported on the balance sheet as total assets. The table below presents the Company’s consolidated operating results including significant segment expenses: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Revenue $ 291,949 $ 266,607 Less: Adjusted cost of revenue (1) 129,225 119,739 Adjusted research and development (2) 35,098 28,720 Adjusted sales and marketing (2) 21,459 19,716 Adjusted general and administrative (2) 28,294 21,937 Other segment items: Restructuring and other (3) 15,396 4,758 Merger and acquisitions related (3) 9,263 158 Amortization 19,700 8,445 Operating income 33,514 63,134 Total other income, net 4,538 8,523 Provision for income taxes 4,302 7,562 Net income $ 33,750 $ 64,095 (1) Excludes restructuring and other expenses and merger and acquisition related expenses (2) Excludes 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. 15 Table of Contents The Company’s significant operations outside the United States include sales, service and application offices in Asia and Europe. For geographical revenue reporting, revenue is attributed to the geographic location to which the product is shipped. Revenue by geographic region is as follows: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Revenue from third parties: Taiwan $ 84,962 $ 102,581 South Korea 69,844 93,314 United States 59,241 25,597 China 27,778 12,176 Japan 16,876 8,369 Southeast Asia 16,697 8,026 Europe 16,551 16,544 Total revenue $ 291,949 $ 266,607 The following customers accounted for 10.0% or more of total revenue for the indicated periods: Three Months Ended March 31, March 29, 2026 2025 Customer A 14.4 % 14.4 % Customer B 13.4 % ^ Customer C 13.3 % 24.0 % Customer D ^ 21.1 % ^ 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. NOTE 13. Share Repurchase Authorization 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 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. NOTE 14. Restructuring and Other From time to time, the Company approves restructuring plans, which include workforce reductions, to streamline operations and align the Company’s cost structure with its business outlook. These restructuring plans may result in charges to cost of goods sold for streamlining of certain manufacturing activities and other charges, including inventory write-downs primarily related to the exit of older product lines. Charges to operating expenses primarily include employee severance costs 16 Table of Contents that are paid during the period incurred, charges for streamlining of certain operating activities and impairment charges such as plant, property and equipment. Restructuring and other expenses recorded in the Condensed Consolidated Statements of Operations are as follows: Three Months Ended March 31, March 29, 2026 2025 (in thousands) Cost of goods sold $ 10,187 $ 3,635 Operating expenses 5,209 1,123 Total restructuring and other $ 15,396 $ 4,758 NOTE 15. 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.