ONTO INNOVATION INC. 10-Q

Item 5. Other Information Rule 10b5-1 Plan Elections During the fiscal quarter ended March 31, 2026, the following officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K), as follows: On February 24, 2026 , Yoon Ah E. Oh , the Company’s Senior Vice President, General Counsel and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 10,278 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 24, 2027 , or earlier if all transactions under the trading arrangement are completed. On February 25, 2026 , Ido Dolev , the Company’s Executive Vice President, Product Solutions Group , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 100.0% of the shares of our common stock issued upon the settlement of 7,187 outstanding RSUs, less the number of shares traded to cover tax withholding obligations in connection with the vesting and settlement of such RSUs. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 24, 2027 , or earlier if all transactions under the trading arrangement are completed. On March 9, 2026 , Michael P. Plisinski , the Company’s Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 65,937 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 31, 2027 , or earlier if all transactions under the trading arrangement are completed. 25 Table of Contents Item 6. Exh ibits Exhibit No. Description 2.1^ Share Purchase Agreement, dated as of April 21, 2026 (Tokyo time), by and between Onto Innovation Inc. and Atom Investments, L.P, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on April 21, 2026 (File No. 001-39110). 3.1 Amended and Restated Certificate of Incorporation of Onto Innovation Inc., dated October 25, 2019, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on October 28, 2019 (File No. 001-39110). 3.2 Amended and Restated Bylaws of Onto Innovation Inc., dated January 22, 2020, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on January 27, 2020 (File No. 001-39110). 10.1*+ Offer Letter to Ido Dolev, dated October 30, 2024, by and between Ido Dolev and Onto Innovation Inc. 10.2*+ Offer Letter to Shirley Chen, dated May 16, 2025, by and between Shirley Chen and Onto Innovation Inc. 31.1* Rule 13a-14(a) Certification of Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Rule 13a-14(a) Certification of Chief Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) * Filed herewith. ** Furnished herewith. + Management contract, compensatory plan or arrangement. ^ Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 26 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Onto Innovation Inc. Date: May 5, 2026 By: /s/ Michael P. Plisinski Michael P. Plisinski Chief Executive Officer Date: May 5, 2026 By: /s/ Brian K. Roberts Brian K. Roberts Chief Financial Officer and Principal Accounting Officer 27