What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-05 · 216 added, 67 removed, 418 unchanged (40% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

20 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive (loss) income, net of tax:

10 unchanged sentences

Marketable securities

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

Accounts receivable, net of allowance of $ 2,476 at June 30, 2026 and $ 2,462 at January 3, 2026.

Inventories, net

Prepaid expenses and other current assets

Prepaid expenses and other current assets, net

Total current assets

9 unchanged sentences

Total current liabilities

2031 Notes, net

Deferred and other tax liabilities

3 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.

Common stock, $ 0.001 par value, 97,000 shares authorized, 49,033 and 49,702 issued and outstanding at June 30, 2026 and January 3, 2026, respectively.

Additional paid-in capital

7 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

18 unchanged sentences

Issuance of shares through share-based compensation plans

Net cash and cash equivalents used in financing activities

Payment for bridge commitment fees

Proceeds from issuance of 2031 Notes, net of issuance costs

Payment for capped call options

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

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Income taxes paid (net of refunds)

Supplemental noncash disclosure of cash flow information:

Unpaid excise tax on repurchases of common stock

Unpaid debt issuance costs related to issuance of 2031 Notes

Unpaid debt issuance costs related to bridge loan facility

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

11 unchanged sentences

Balance at March 31, 2026

Share-based compensation

Issuance of shares through share-based compensation plans, net

Purchases of common stock

Capped call option purchase, net of tax impact

Share-based compensation plan withholdings

Currency translation

Unrealized loss on investments

Balance at June 30, 2026

Comprehensive

7 unchanged sentences

Balance at March 29, 2025

Share-based compensation

Issuance of shares through share-based compensation plans, net

Purchases of common stock

Share-based compensation plan withholdings

Currency translation

Unrealized loss on investments

Balance at June 28,2025

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

5 unchanged sentences

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”).

GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“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.

The interim results for the three and six month periods ended June 30, 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.

On February 18, 2026, the Company’s Board of Directors (“Board”) 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.

The change affects the prior year comparability of the Company’s fiscal quarters in 2025 and has resulted 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.

The second quarter of the fiscal year ended January 3, 2026 ended on June 28, 2025.

Throughout this document, the three month period ended June 30, 2026 represents the quarterly period that commenced on April 1, 2026, and ended on June 30, 2026.

The three month period ended June 28, 2025 represents the quarterly period that commenced on March 30, 2025 and ended on June 28, 2025.

The six-month period ended June 30, 2026 represents the period that commenced on January 4, 2026, the first day of our fiscal year, and ended on June 30, 2026.

The six-month period ended June 28, 2025 represents the quarterly period that commenced on December 29, 2024 and ended on June 28, 2025.

Use of Estimates

9 unchanged sentences

Recently Adopted or Effective

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to U.S.

The update represents changes to the ASC that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

The amendments in this update are effective for the Company beginning January 1, 2027, with early adoption permitted.

The Company adopted this ASU during the quarter ended June 30, 2026.

In connection with the adoption,

the Company elected an accounting policy to allocate the excess of the repurchase price over par for all shares repurchased and retired to additional paid-in capital on a prospective basis.

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.

3 unchanged sentences

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

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

The 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

25 unchanged sentences

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 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.

Acquisitions and Investments

Proposed Investment

On April 20, 2026, the Company entered into a definitive share purchase agreement (“the Rigaku 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 Rigaku Transaction, the Company will receive the right to nominate one director to Rigaku’s board of directors.

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

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

Completed Acquisition

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.

7 unchanged sentences

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.

(1) The fair value is based on the issuance of 641,771 shares of the Company’s common stock, par value $0.001 per share ("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”).

10 unchanged sentences

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.

During the six months ended June 30, 2026, the Company recognized $ 6.7 million of expense related to the step-up.

The remaining balance of approximately $ 2.4 million is expected to be recognized over the estimated sell‑through period of one year following the Acquisition Date.

33 unchanged sentences

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.

During the three and six months ended June 30, 2026, Semilab USA

contributed $ 20.7 million and $ 46.1 million of revenue, respectively, and an operating loss of $ 4.5 million and $ 9.0 million, respectively, to the Company’s consolidated results.

Fair Value Measurements

1 unchanged sentence

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

June 30, 2026

Cash and Cash Equivalents

6 unchanged sentences

Corporate bonds

Total Cash, Cash Equivalents, and Marketable Securities

Foreign currency forward contracts

8 unchanged sentences

Corporate bonds

Total Cash, Cash Equivalents, and Marketable Securities

Foreign currency forward contracts

2 unchanged sentences

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.

There were no impairments of the Company’s assets measured and carried at fair value during the three and six months ended June 30, 2026 and June 28, 2025.

There were no changes in valuation techniques during the three and six months ended June 30, 2026 and June 28, 2025.

Financial Instruments Not Measured at Fair Value on a Recurring Basis

The Company reports its financial instruments at fair value with the exception of its 0.00% Convertible Senior Notes due 2031 (“2031 Notes”).

The estimated fair value of the 2031 Notes was determined based on the trading price of the 2031 Notes as of the last day of trading for the period.

The Company classifies the fair value of the 2031 Notes as a Level 2 measurement, as the 2031 Notes are not actively traded in the market.

On or after March 1, 2031, until the close of business on the second Scheduled Trading Day (as defined in the Indenture governing the 2031 Notes, which is further described in Note 7 below) immediately before the maturity date, the 2031 Notes will be convertible at the option of the noteholders at any time.

At June 30, 2026 the carrying value, net of unamortized debt discount and issuance costs, and estimated fair values of the 2031 Notes are as follows:

June 30, 2026

Carrying Value, net

Estimated Fair Value

(in thousands)

Senior Convertible Notes:

Total senior convertible notes

Assets Measured at Fair Value on a Non-Recurring Basis

At June 30, 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.

As of June 30, 2026 , there have been no impairments recorded for the non-marketable equity investment.

Marketable Securities

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

At June 30, 2026 and January 3, 2026, marketable securities are categorized as follows:

Amortized Cost

2 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

Federal and municipal notes and bonds

9 unchanged sentences

Total marketable securities

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

As of June 30, 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 June 30, 2026:

June 30, 2026

January 3, 2026

3 unchanged sentences

Total 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.

The aggregate fair value of marketable securities with unrealized losses was $ 405 million and $ 21.2 million as of June 30, 2026 and January 3, 2026, respectively.

All unrealized losses are reported in Stockholders’ Equity under the caption “Accumulated other comprehensive loss.” As of June 30, 2026 and January 3, 2026 , 125 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.

As of June 30, 2026 and January 3, 2026 , one investment 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 .

As a result, the Company did not record any charges for credit-related impairments for its available-for-sale securities for the three and six months ended June 30, 2026 and June 28, 2025 .

Derivative Instruments and Hedging Activities

4 unchanged sentences

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

dollar forward contracts notional amount and related fair values as of June 30, 2026 and January 3, 2026 were as follows:

June 30, 2026

January 3, 2026

4 unchanged sentences

Inventories, net of reserves are comprised of the following:

March 31, 2026

June 30, 2026

January 3, 2026

5 unchanged sentences

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

March 31, 2026

June 30, 2026

January 3, 2026

8 unchanged sentences

Total property, plant and equipment, net

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.

For the three and six months ended June 30, 2026 , depreciation expense was $ 5.2 million and $ 11.6 million, respectively.

For the three and six months ended June 28, 2025 , depreciation expense was $ 5.8 million and $ 10.2 million, respectively.

Debt Obligations

Indenture and Notes

On May 21, 2026, the Company issued $ 1.5 billion aggregate principal amount of 2031 Notes.

The 2031 Notes were issued pursuant to an Indenture, dated May 21, 2026 (the “Indenture”), between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

The issuance of the 2031 Notes included the exercise in full of the initial purchasers’ option to purchase up to an additional $200 million aggregate principal amount of 2031 Notes .

The Company offered and sold the 2031 Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

The net proceeds from the offering were approximately $ 1.47 billion after deducting the initial purchasers’ discount and commissions but before offering expenses payable.

The Company has used or intends to use (i) approximately $ 88.9 million of the net proceeds to fund the cost of entering into the capped call transactions described below, (ii) approximately $ 204.9 million of the net proceeds to repurchase 805 thousand shares of Common Stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates, at a price per share equal to $ 254.53 , the last reported sale price per share of Common Stock on the NYSE on May 18, 2026 and (iii) the remaining net proceeds for general corporate purposes, which may include financing the Rigaku Transaction.

The 2031 Notes will mature on June 1, 2031, unless earlier converted, redeemed or repurchased.

The 2031 Notes will not bear regular interest, and the principal amount of the 2031 Notes will not accrete.

After giving effect to the initial purchasers’ discount and issuance costs, the 2031 Notes have an effective interest rate of 0.39 %.

However, special interest and additional interest, if any, may accrue on the 2031 Notes at a combined rate per annum not exceeding 0.50% upon the occurrence of certain events as described in the Indenture.

As of June 30, 2026, the if-converted value of the 2031 Notes did not exceed the aggregate principal amount.

Beginning on March 1, 2031 and until the close of business on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the 2031 Notes will be convertible at the option of the noteholders at any time.

If holders convert, we will settle conversions by paying cash up to the aggregate principal amount of the 2031 Notes to be converted and paying or delivering, as the case may be, cash, shares, or a combination thereof, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted.

Any 2031 Notes that remain outstanding at maturity are required to be repaid in cash.

Before March 1, 2031, noteholders will have the right to convert their 2031 Notes only under the following circumstances:

(1) during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on September 30, 2026, if the Last Reported Sale Price (as defined in the Indenture) per share of Common Stock, exceeds 130 % of the conversion price (as described below) for each of at least 20 Trading Days (as defined in the Indenture) (whether or not consecutive) during a period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter;

(2) during the five consecutive business days immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of 2031 Notes for each Trading Day of the Measurement Period was less than 98 % of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the conversion rate (as described below) on each Trading Day;

(3) upon the occurrence of specified corporate events or distributions on the Common Stock as set forth in the Indenture;

(4) if the Company calls such 2031 Notes for redemption.

As of June 30, 2026, none of the foregoing conditions permitting early conversion of the 2031 Notes had been satisfied.

Accordingly, the 2031 Notes were not convertible at the option of the noteholders as of such date, and the Company has classified the 2031 Notes as a non-current liability.

The Company may not redeem the 2031 Notes at its option at any time before June 6, 2029.

The Company will have the option to redeem the 2031 Notes, in whole or in part (subject to the partial redemption limitation set forth in the Indenture), at any time, and from time to time, on or after June 6, 2029 and before the 31 st Scheduled Trading Day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the Last Reported Sale Price per share of the Common Stock exceeds 130% of the conversion price on (1) each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the date the Company sends the related redemption notice;

and (2) the Trading Day immediately before the date the Company sends such notice.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding 2031 Notes unless at least $100.0 million aggregate principal amount of 2031 Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice.

The conversion rate for the 2031 Notes will initially be 2.6192 shares of Common Stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $ 381.80 per share of Common Stock.

The conversion rate is subject to adjustment upon certain events specified in the Indenture but will not be adjusted for any accrued or unpaid interest.

In addition, upon a Make-Whole Fundamental Change, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2031 Notes in connection with such Make-Whole Fundamental Change.

No adjustment to the conversion rate will be made if the Stock Price (as defined in the Indenture) in such Make-Whole Fundamental Change is either less than $254.53 per share or greater than $2,750.00 per share.

The Company will not increase the conversion rate to an amount that exceeds 3.9288 shares per $1,000 principal amount of 2031 Notes, subject to adjustment as set forth in the Indenture.

Based on the initial conversion rate, the 2031 Notes are initially convertible into approximately 3.9 million shares of the Common Stock (based on an aggregate principal amount of $1.5 billion).

Assuming the maximum conversion rate of 3.9288 shares per $1,000 principal amount in connection with a Make Whole Fundamental Change, the 2031 Notes would be convertible into a maximum of approximately 5.9 million shares of Common Stock, subject to adjustment as set forth in the Indenture.

If certain corporate events that constitute a Fundamental Change (as defined in the Indenture) occur, then, subject to certain exceptions, noteholders may require the Company to repurchase their 2031 Notes in whole or in part for cash at a price equal to the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture).

The Indenture governing the 2031 Notes contains customary terms and covenants, including those limiting the Company’s ability to consolidate with or merge into, or sell, lease or otherwise transfer substantially all of its assets, as well as customary events of default, each as defined in the Indenture.

The 2031 Notes are presented as “2031 Notes, net” within non-current liabilities on the condensed consolidated balance sheet as of June 30, 2026 and are carried at amortized cost.

The Company evaluated the terms of the 2031 Notes under

applicable accounting guidance and concluded that the 2031 Notes are appropriately accounted for as a single liability instrument, with no bifurcation or other separate accounting required.

The initial purchasers’ discount of $30 million is treated as a debt issuance cost for financial reporting purposes and as original issue discount for U.S.

federal income tax purposes.

Accordingly, the Company established a deferred tax asset of approximately $6.5 million at issuance.

The $30 million of original issue discount is deductible for tax purposes over the term of the notes under Section 163 of the Internal Revenue Code of 1986, as amended.

The 2031 Notes consisted of the following components:

June 30, 2026

(in thousands)

Unamortized debt issuance costs

Net carrying amount of the liability component

As of June 30, 2026, the Company had unamortized debt issuance costs, including the initial purchasers’ discount, which are being amortized to interest expense over the contractual term of the 2031 Notes using the effective interest method.

The remaining amortization period is approximately five years, through the maturity date of June 1, 2031.

Such amortization represents non-cash interest expense and will be recognized over the remaining term of the 2031 Notes.

Amortization of the debt issuance costs was $0.7 million during each of the three and six months ended June 30, 2026.

The future contractual principal payments related to the 2031 Notes are as follows.

As the 2031 Notes do not bear regular interest, the table below reflects contractual principal repayments only and excludes non‑cash interest expense associated with the amortization of debt issuance costs.

(in millions)

Total Payments

Capped Call Transactions

In May 2026, in connection with the pricing of the 2031 Notes and the exercise by the initial purchasers of their option in full to purchase additional 2031 Notes, respectively, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with several financial institutions, including one or more of the initial purchasers and/or their respective affiliates (the “Option Counterparties”).

The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2031 Notes, approximately 3.9 million shares of Common Stock, which corresponds to the number of shares initially underlying the 2031 Notes based on the initial conversion rate.

The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the 2031 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions will initially be $ 509.06 per share of Common Stock, which represents a premium of 100 % over the last reported sale price of the Common Stock of $ 254.53 per share on May 18, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions (in each case entered into by the Company with the Option Counterparties), and are not part of the terms of the 2031 Notes and will not change the noteholders’ rights under the 2031 Notes.

Noteholders will not have any rights with respect to the Capped Call Transactions.

The Company concluded that the Capped Call Transactions met the criteria for equity classification because they were indexed to the Common Stock and the Company has the

discretion to settle the Capped Call Transactions in shares or cash.

As a result, the 1 million paid was recorded as a reduction to additional paid-in-capital within the Company’s condensed consolidated balance sheet.

The Company structured the Capped Call Transactions as tax-integrated for federal income tax purposes pursuant to applicable U.S.

Treasury Regulations.

Accordingly, the $ 88.9 million in gross cost of the purchased Capped Call Transactions will be deductible for income tax purposes over the life of the option.

As a result, the Company established a deferred income tax asset of $ 19.3 million at inception, with a corresponding offset to additional paid-in capital.

On April 20, 2026, in connection with the Rigaku Transaction, we entered into a commitment letter with Goldman Sachs Bank USA (“Goldman Sachs”) for a senior secured 364-day $ 500 million bridge term loan credit facility (the “Bridge Commitment”).

The Bridge Commitment was intended to provide a stop-gap source of funds, together with other sources, to finance the Rigaku Transaction and related fees and expenses on or prior to closing.

In connection with the Bridge Commitment, the Company executed an Engagement Letter, Bridge Commitment Letter, Bridge Administrative Agent Fee Letter, and Bridge Arranger Fee Letter (collectively, the “Bridge Documents”).

The Company incurred total costs of $ 4.4 million in connection with the Bridge Commitment, including a $ 3.75 million commitment, underwriting and structuring fee, as well as other related expenses.

On May 21, 2026, following successful execution of the 2031 Notes offering and Capped Call Transactions, we delivered an executed Notice of Bridge Commitment Termination to Goldman Sachs, terminating the Bridge Commitment in full.

No additional fees were owed in connection with the termination.

Commitments and Contingencies

7 unchanged sentences

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

Three Months Ended

Six Months Ended

(in thousands)

9 unchanged sentences

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 Company terminated this line of credit in the first quarter of 2026, and did not utilize the line of credit while it was active.

As of June 30, 2026, there were no material changes in the Company’s leases from those disclosed in the 2025 Form 10-K, other than those described below.

On June 18, 2026, the Company entered into a lease agreement (the “Lease”) for a new corporate headquarters facility located at 3000 Minuteman Road in Andover, Massachusetts.

The leased premises consist of approximately 159,947 rentable square feet and will replace the Company’s current headquarters in Wilmington, Massachusetts.

The Lease has an initial term of approximately 13 years and is expected to commence in 2027, upon substantial completion of tenant improvements or no later than 12 months following the contractual delivery date, as defined in the Lease.

The Lease includes an initial rent of approximately $17.00 per square foot, subject to annual increases of 3%, as well as customary rent abatement periods and phased rent commencement provisions during the early years of the Lease term.

Total undiscounted Lease payments over the initial Lease term are expected to be approximately $ 36.4 million.

As of June 30, 2026, the Lease had not yet commenced, and therefore no right-of-use asset or corresponding lease liability has been recognized in the Company’s condensed consolidated financial statements.

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

Three Months Ended

Six Months Ended

(in thousands)

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Three Months Ended

Six Months Ended

(in thousands, except for percentages)

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Total revenue*

*The sum of the individual percentages may not equal 100% due to rounding.

See Note 13 for additional discussion of the Company’s disaggregated revenue by geography.

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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.

As of June 30, 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 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.

As of June 30, 2026 and January 3, 2026, the Company carried a long-term deferred revenue balance of $ 8.7 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

Six Months Ended

(in thousands)

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Three Months Ended

Six Months Ended

(in thousands)

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General and administrative

Restructuring and other

Total share-based compensation expense

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.

As of June 30, 2026 , there was $ 59.4 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 June 30, 2026 .

During the three and six months ended June 30, 2026 , the Company recognized an income tax provision of $ 8.4 and $ 12.7 million, respectively, representing an effective tax rate of 12.3 % and 11.9 %, respectively.

During the three and six months ended June 28, 2025 the Company recognized an income tax provision of $ 5.8 and $ 13.4 million, respectively, representing an effective tax rate of 14.7 % and 12.0 %, respectively.

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

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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.

For the three and six months ended June 30, 2026, 25 thousand and 28 thousand, respectively, restricted stock units were excluded from the computation of diluted earnings per share as their impact would have been antidilutive.

For the three and six months ended June 28, 2025, 121 thousand and 70 thousand, respectively, restricted stock units were excluded from the computation of diluted earnings per share as their impact would have been antidilutive.

three and six months ended June 30, 2026, 603 thousand shares issuable upon conversion of the Company’s convertible notes 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

Six Months Ended

(in thousands, except for per share data)

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Three Months Ended

Six Months Ended

(in thousands)

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Three Months Ended

Six Months Ended

(in thousands)

Revenue from third parties:

Revenue from customers:

United States

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

Three Months Ended

Six 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.

Five customers’ accounts receivable balances were individually greater than 10.0 % of net accounts receivable at June 30, 2026, representing, in the aggregate approximately 64.3 % 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.

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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.

In February 2024, the Board approved a share repurchase authorization (the “2024 Authorization”) , which allowed the Company to repurchase up to $ 200 million worth of shares of Common Stock.

Under the 2024 Authorization, 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.

During the three and six months ended June 30, 2026, no shares of the Company’s common stock were repurchased under the 2024 Authorization.

During the three and six months ended June 28, 2025 , no shares, and 492 thousand shares, respectively, of the Company’s common stock were repurchased under the 2024 Authorization.

At June 30, 2026 , there was $ 99.9 million available for future share repurchases under the 2024 Authorization.

Additionally, in May 2026, the Board approved a share repurchase authorization (the “2026 Authorization,”) which allowed the Company to repurchase up to $ 300 million worth of shares of Common Stock solely in connection with the 2031 Notes issuance.

During the three and six months ended June 30, 2026 , 805 thousand shares of the Company’s common stock were repurchased under the 2026 Authorization.

The 2026 Authorization ceases to be in effect and any and all remaining and unused amount under the 2026 Authorization is no longer available for repurchase.

Restructuring and Other

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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

that are paid during the period incurred, charges for streamlining of certain operating activities and impairment charges such as plant, property and equipment.

Charges to operating expenses primarily include employee severance costs 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

Six Months Ended

(in thousands)

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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