1 unchanged sentence
Rule 10b5-1 Plan Elections
−Removed: 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:
−Removed: On February 24, 2026 , Yoon Ah E.
−Removed: 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.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until February 24, 2027 , or earlier if all transactions under the trading arrangement are completed.
−Removed: 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.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until February 24, 2027 , or earlier if all transactions under the trading arrangement are completed.
−Removed: On March 9, 2026 , Michael P.
−Removed: 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.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until January 31, 2027 , or earlier if all transactions under the trading arrangement are completed.
+Added: During the fiscal quarter ended June 30, 2026, the following officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated 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:
+Added: On April 29, 2026 , Michael P.
+Added: Plisinski , the Company's Chief Executive Officer , terminated a previously adopted trading plan intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) (a “10b5‑1 Plan”).
+Added: Plisinski’s 10b5‑1 Plan had been adopted on March 9, 2026 (the “March Plisinski Plan”) and provided for the potential sale of up to 65,937 shares of Common Stock, subject to specified price, volume and timing conditions.
+Added: No transactions were effected under the March Plisinski Plan during the quarter ended June 30, 2026 prior to its termination.
+Added: The termination of the March Plisinski Plan was made in accordance with its terms and applicable law.
+Added: Following such termination, on May 28, 2026 , Mr.
+Added: Plisinski adopted a new Rule 10b5-1 Plan providing for the sale from time to time of an aggregate of up to 50,000 shares of Common Stock (the “May Plisinski Plan”).
+Added: The duration of the May Plisinski Plan is until February 15, 2027 , or earlier if all transactions under the May Plisinski Plan are completed.
+Added: On May 5, 2026 , Yoon Ah E.
+Added: Oh , the Company's Senior Vice President & General Counsel and Corporate Secretary , terminated a previously adopted 10b5-1 Plan (the “Oh 10b5‑1 Plan”).
+Added: The Oh 10b5‑1 Plan had been adopted on February 24, 2026 and provided for the potential sale of up to 10,278 shares of Common Stock, subject to specified price, volume and timing conditions.
+Added: No transactions were effected under the Oh 10b5‑1 Plan during the quarter ended June 30, 2026 prior to its termination.
+Added: The termination of the Oh 10b5‑1 Plan was made in accordance with its terms and applicable law.
+Added: Following such termination, Ms.
+Added: Oh did not enter into a new Rule 10b5‑1 trading arrangement during the quarter.
+Added: On May 22, 2026 , Susan D.
+Added: Lynch , a member of the Board , adopted a 10b5-1 Plan providing for the sale from time to time of an aggregate of up to 1,000 shares of Common Stock (the “Lynch 10b5-1 Plan”).
+Added: The Lynch 10b5-1 Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the Lynch 10b5-1 Plan is until May 21, 2027 , or earlier if all transactions under the Lynch 10b5-1 Plan are completed.
+Added: On June 11, 2026 , David B.
+Added: Miller , a member of the Board , adopted a 10b5-1 Plan providing for the sale from time to time
+Added: of an aggregate of up to 2,000 shares of Common Stock (the “Miller 10b5-1 Plan”).
+Added: The Miller 10b5-1 Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the Miller 10b5-1 Plan is until June 11, 2027 , or earlier if all transactions under the Miller 10b5-1 Plan are completed.
Share Purchase Agreement, dated as of April 21, 2026 (Tokyo time), by and between Onto Innovation Inc.
2 unchanged sentences
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.
−Removed: Offer Letter to Ido Dolev, dated October 30, 2024, by and between Ido Dolev and Onto Innovation Inc.
−Removed: Offer Letter to Shirley Chen, dated May 16, 2025, by and between Shirley Chen and Onto Innovation Inc.
+Added: Indenture, dated May 21, 2026, between Onto Innovation Inc.
+Added: Bank Trust Company, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on May 21, 2026 (File No.
+Added: Form of Global Note representing Onto Innovation Inc.’s 0.00% Convertible Senior Notes due 2031, incorporated by reference to and included within Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on May 21, 2026 (File No.
+Added: Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 21, 2026 (File No.
Rule 13a-14(a) Certification of Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
5 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
+Added: ^Schedules ommitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: The Company agrees to finish supplementally a copy of any ommitted schedule or exhibit to the SEC upon request.
* Filed herewith.
** Furnished herewith.
−Removed: + Management contract, compensatory plan or arrangement.
−Removed: Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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.
+Added: August 6, 2026
/s/ Michael P.
Chief Executive Officer
+Added: August 6, 2026
Chief Financial Officer and Principal Accounting Officer
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.