Form 8-K

8-K — ONTO INNOVATION INC.

Accession: 0001193125-26-206365

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000704532

SIC: 3829 (MEASURING & CONTROLLING DEVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — onto-20260505.htm (Primary)

EX-99.1 (onto-ex99_1.htm)

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8-K

8-K (Primary)

Filename: onto-20260505.htm · Sequence: 1

8-K

0000704532false00007045322026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 05, 2026

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39110

94-2276314

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

16 Jonspin Road

Wilmington, Massachusetts

01887

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

ONTO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Onto Innovation Inc. announced in a news release its results for its fiscal first quarter ended March 31, 2026 and other related material information (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

News release for Onto Innovation Inc. dated May 5, 2026, announcing financial results for its first quarter ended March 31, 2026

104

Cover Page Interaction Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Onto Innovation Inc.

Date:

May 5, 2026

By:

/s/ Yoon Ah Oh

Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

Filename: onto-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Onto Innovation Reports 2026 First Quarter Results

Wilmington, Mass., May 5, 2026 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first quarter of 2026.

First Quarter Business and Financial Highlights:

•

Record quarterly revenue of $292 million, representing nearly 10% sequential growth from the fourth quarter of 2025.

•

Dragonfly® G5 system qualified at a leading 2.5D logic customer and a high-bandwidth memory customer, establishing a new level of performance and flexibility to support current and future demand.

•

Newly launched Atlas® G6 system selected by a second logic customer for gate-all-around metrology, resulting in 13% growth in advanced nodes for the quarter and positioning the advanced nodes business for approximately 25% growth for the full year.

•

Announced a strategic collaboration with Rigaku to deliver compelling new capability by utilizing the strengths of the combined portfolio. Onto will purchase a 27% ownership stake in Rigaku for approximately $710 million with the transaction expected to close in the second half of 2026. Onto Innovation will also receive the right to nominate one director to Rigaku’s board.

“We are pleased to see the positive customer response to several key initiatives, including the success of our new Dragonfly® G5 inspection system, the accelerating adoption of our Atlas® G6 OCD system for next-generation logic and memory devices, and the ramp of our extended factories that are closer to our customers in Asia. Collectively, these achievements enable us to provide increased value to customers while supporting their aggressive ramp plans,” said Mike Plisinski, chief executive officer of Onto Innovation. “By expanding our process control suite to include unique surface charge metrology through the Semilab USA acquisition and a broad portfolio of advanced X-ray technologies through our partnership with Rigaku, we strengthen our ability to address customers’ challenges of today, while collaborating with them to develop the solutions for tomorrow.”

Operating Results:

The results for the three months ended March 31, 2026, include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in the press release.

Three months ended March 31, 2026:

Revenue and Gross Margin:

•

Revenue of $291.9 million, an increase of 9.5% year-over-year from $266.6 million in the first quarter of 2025.

•

Gross margin of 50.1% as compared to gross margin of 53.7% in the first quarter of 2025. Non-GAAP gross margin of 55.7% as compared to 55.1% in the first quarter of 2025.

Operating Income:

•

Operating income of $33.5 million, or 11.5% of revenue, as compared to operating income of $63.1 million, or 23.7% of revenue, in the first quarter of 2025.

•

Non-GAAP operating income of $77.9 million, or 26.7% of revenue, as compared to non-GAAP operating income of $76.5 million, or 28.7% of revenue, in the first quarter of 2025.

Net Income and Earnings per share:

•

Net income of $33.8 million, or diluted earnings per share of $0.67, as compared to net income of $64.1 million, or diluted earnings per share of $1.30, in the first quarter of 2025.

•

Non-GAAP net income of $70.8 million, or diluted non-GAAP earnings per share of $1.42, as compared to non-GAAP net income of $74.8 million, or non-GAAP diluted earnings per share of $1.51, in the first quarter of 2025.

Cash and investments:

The Company generated cash from operations of approximately $26 million for the first quarter of 2026. The Company ended the first quarter with $654 million of cash and short-term investments on hand.

Financial Outlook:

For the second quarter ending June 30, 2026, the Company expects the following:

•

Revenue of $320 million to $330 million

•

Gross margin of 56% to 56.5%

•

GAAP operating margin of 17.8% to 18.7%

•

Non-GAAP operating margin of 28% to 28.6%

•

GAAP diluted earnings per share of $1.09 to $1.18.

•

Non-GAAP diluted earnings per share of $1.65 to $1.73

Webcast & Conference Call Details

Onto Innovation will host a conference call at 4:30 p.m. Eastern Time today, May 5, 2026, to discuss its first quarter 2026 financial results and other matters in greater detail. To participate in the call, please dial 800-330-6710 or +1-646-769-9200 (international) and reference conference ID 7605398 at least five (5) minutes prior to the scheduled start time. A live webcast will also be available at www.ontoinnovation.com.

To listen to the live webcast, please go to the website at least fifteen (15) minutes early to register, download and install any necessary audio software. There will be a replay of the conference call available for one year on the Company’s website at www.ontoinnovation.com.

Discussion of Non-GAAP Financial Measures

In addition to information regarding the Company’s results as determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company has provided in this release non-GAAP financial measures, including non-GAAP gross profit as a percentage of revenue, non-GAAP operating income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue, which exclude amortization of intangibles, merger and acquisition-related expenses and benefits, litigation expenses and benefits and other restructuring costs. Non-GAAP gross margin as a percentage of revenue, non-GAAP operating

income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue can also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability or otherwise are not representative of our ongoing operations, tax provisions/benefits related to the previous items, and significant discrete tax events. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

We utilize several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programs. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operations of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. More specifically, management adjusts for the excluded items for the following reasons:

Amortization of intangibles: we do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to the purchased intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of purchased intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations and also facilitates comparisons to peer companies.

Merger or acquisition related expenses and benefits: we incur expenses or benefits with respect to certain items associated with our mergers and acquisitions, such as transaction and integration costs, change in control payments, adjustments to the fair value of assets, etc. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our ongoing business.

Restructuring and other: we incur restructuring and impairment charges on individual or groups of employed assets, such as inventory or plant, property & equipment, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financials, these transactions may limit the comparability of our ongoing operations with prior and future periods.

Litigation expenses and benefits: we may incur charges or benefits as well as legal costs in connection with litigation and other contingencies unrelated to our core operations. We exclude these charges or benefits, when significant, as well as legal costs associated with significant legal matters, because we do not believe they are reflective of ongoing business and operating results.

Income tax expense: we estimate the tax effect of the items identified to determine a non-GAAP annual effective tax rate applied to the pretax amount to calculate the non-GAAP provision for income taxes. We also adjust for items for which the nature and/or tax jurisdiction requires the application of a specific tax rate or treatment.

From time to time in the future, there may be other items excluded if we believe that doing so is consistent with the goal of providing useful information to investors and management.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include, but are not limited to, statements regarding Onto Innovation’s business momentum and future growth; technology development, product introduction and acceptance of Onto Innovation’s products and services; Onto Innovation’s manufacturing practices and ability to deliver both products and services consistent with its customers’ demands and expectations and strengthen its market position; Onto Innovation’s expectations regarding the semiconductor market outlook, including customers’ potential expansion plans; Onto Innovation’s future quarterly financial outlook; as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes, including tariffs and trade disputes, or conflicts on the Company's global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects of natural disasters or public health emergencies on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export regulations, tariffs and license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; the Company’s ability to realize the anticipated benefits of the proposed investment in and strategic partnership with Rigaku; the Company’s ability to complete the proposed Rigaku transaction on the timing expected or at all; the ability to obtain required regulatory approvals for the proposed Rigaku transaction on the timing expected or at all; and the Company’s ability to successfully integrate acquired businesses and technologies including the Semilab business, and to realize the anticipated benefits of such acquisitions. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 3, 2026, and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance, or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.

About Onto Innovation

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: unpatterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Source: Onto Innovation Inc.

ONTO-I

For more information, please contact:

Sidney Ho

+1 626.233.8431

sidney.ho@ontoinnovation.com

(Financial tables follow)

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) - (Unaudited)

March 31, 2026

January 3, 2026

ASSETS

Current assets

Cash, cash equivalents and marketable securities

654,164

639,622

Accounts receivable, net

306,564

268,932

Inventories

316,026

298,264

Prepaid expenses and other current assets

42,964

61,217

Total current assets

1,319,718

1,268,035

Net property, plant and equipment

123,818

127,184

Goodwill and intangibles, net

921,867

942,113

Other assets

30,963

30,409

Total assets

2,396,366

2,367,741

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued liabilities

151,943

156,229

Other current liabilities

62,505

62,717

Total current liabilities

214,448

218,946

Other non-current liabilities

49,730

48,148

Total liabilities

264,178

267,094

Stockholders’ equity

2,132,188

2,100,647

Total liabilities and stockholders’ equity

2,396,366

2,367,741

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) - (Unaudited)

Three Months Ended

March 31, 2026

March 29, 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

Interest income, net

5,102

9,266

Other expense, net

(564

)

(743

)

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 shares outstanding:

Basic

49,742

49,180

Diluted

50,004

49,408

ONTO INNOVATION INC.

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except percentages and per share data) - (Unaudited)

Three Months Ended March 31, 2026

Gross Profit

Gross Margin

Operating Income

Operating Margin

Net Income

Diluted EPS

Reported (GAAP)

146,389

50.1

33,514

11.5

33,750

0.67

Non-GAAP adjustments:

Merger and acquisition related expenses

6,148

2.1

9,263

3.2

9,263

0.19

Restructuring expenses and other

10,187

3.5

15,396

5.3

15,396

0.31

Amortization of intangibles

—

19,700

6.7

19,700

0.40

Net tax provision adjustments

—

(7,317

)

(0.15

)

Total adjustments

16,335

5.6

44,359

15.2

37,042

0.75

Adjusted (non-GAAP)

162,724

55.7

77,873

26.7

70,792

1.42

Three Months Ended March 29, 2025

Gross Profit

Gross Margin

Operating Income

Operating Margin

Net Income

Diluted EPS

Reported (GAAP)

143,233

53.7

63,134

23.7

64,095

1.30

Non-GAAP adjustments:

Merger and acquisition related expenses

—

158

0.1

158

—

Restructuring expenses and other

3,635

1.4

4,758

1.8

4,758

0.09

Amortization of intangibles

—

8,445

3.1

8,445

0.17

Net tax provision adjustments

—

(2,647

)

(0.05

)

Total adjustments

3,635

1.4

13,361

5.0

10,714

0.21

Adjusted (non-GAAP)

146,868

55.1

76,495

28.7

74,809

1.51

ONTO INNOVATION INC

SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2026

GAAP TO NON-GAAP FINANCIAL OUTLOOK

($ in millions, except percentages and per share data)

Operating Income

Diluted EPS

Low

High

Low

High

Dollars

Margin

Dollars

Margin

Estimated GAAP

56.9

17.8

61.7

18.7

1.09

1.18

Estimated non-GAAP items:

Amortization of intangibles

22.8

7.1

22.8

6.9

0.46

Merger and acquisition related expenses

3.0

0.9

3.0

0.9

0.06

Restructuring expenses

7.0

2.2

7.0

2.1

0.14

Net tax provision adjustments

—

(0.10

)

(0.11

)

Estimated non-GAAP

89.7

28.0

94.5

28.6

1.65

1.73

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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