ONTO INNOVATION INC. 10-Q

Item 5. Other Information Rule 10b5-1 Plan Elections 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: On April 29, 2026 , Michael P. 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”). Mr. 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. No transactions were effected under the March Plisinski Plan during the quarter ended June 30, 2026 prior to its termination. The termination of the March Plisinski Plan was made in accordance with its terms and applicable law. Following such termination, on May 28, 2026 , Mr. 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”). The duration of the May Plisinski Plan is until February 15, 2027 , or earlier if all transactions under the May Plisinski Plan are completed. On May 5, 2026 , Yoon Ah E. Oh , the Company's Senior Vice President & General Counsel and Corporate Secretary , terminated a previously adopted 10b5-1 Plan (the “Oh 10b5‑1 Plan”). 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. No transactions were effected under the Oh 10b5‑1 Plan during the quarter ended June 30, 2026 prior to its termination. The termination of the Oh 10b5‑1 Plan was made in accordance with its terms and applicable law. Following such termination, Ms. Oh did not enter into a new Rule 10b5‑1 trading arrangement during the quarter. On May 22, 2026 , Susan D. 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”). The Lynch 10b5-1 Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). 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. On June 11, 2026 , David B. Miller , a member of the Board , adopted a 10b5-1 Plan providing for the sale from time to time 32 Table of Contents of an aggregate of up to 2,000 shares of Common Stock (the “Miller 10b5-1 Plan”). The Miller 10b5-1 Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). 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. 33 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). 4.1 Indenture, dated May 21, 2026, between Onto Innovation Inc. and U.S. 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. 001-39110). 4.2 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. 001-39110). 10.1 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. 001-39110). 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) ^Schedules ommitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to finish supplementally a copy of any ommitted schedule or exhibit to the SEC upon request. * Filed herewith. ** Furnished herewith. 34 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: August 6, 2026 By: /s/ Michael P. Plisinski Michael P. Plisinski Chief Executive Officer Date: August 6, 2026 By: /s/ Brian K. Roberts Brian K. Roberts Chief Financial Officer and Principal Accounting Officer 35