ONTO INNOVATION INC.
For the period ended Mar 31, 2026. Filed May 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 5, 2026
ONTO$173.28+11.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-27; filed 2025-11-06.
0001193125-25-270040
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-206707
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 8 current paragraphs.
3 unchanged; 3 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Our ability to complete our acquisition of Rigaku shares is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the transaction not to be completed; and if we are able to complete the transaction, we may be unable to realize the anticipated benefits.
Current report
On April 20, 2026, we entered into a share purchase agreement (the Purchase Agreement) to acquire 27% of the outstanding common stock of Rigaku from Atom Investments, L.P., an affiliate of The Carlyle Group (Carlyle). The acquisition is subject to customary closing conditions, including certain regulatory approvals, as specified in the Purchase Agreement. No assurance can be given that the required conditions to closing will be satisfied, and, even if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. Any delay in completing the acquisition could cause the company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the acquisition is successfully completed within its expected time frame. Even if the transaction closes timely, we also cannot be sure that we will recognize the anticipated benefits of the transaction. As a minority shareholder in Rigaku, we will not be able to direct Rigaku’s management or cause dividends or distributions to be made to us. The value of our Rigaku shares could also decline for a number of reasons, including reasons that are outside of our control, which could adversely affect our financial position. Our Rigaku shares are also subject to certain restrictions on transfer, which could make it difficult for us to sell our shares. If we are unable to successfully maximize the benefits of our investment in and collaboration with Rigaku, our business, financial condition and operating results could be adversely affected.
Reworded paragraphs (3)
Previous wording
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the 2024 Form 10-K, as updated by the risk factors previously disclosed under the heading “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2025, filed with the SEC on May 7, 2025, and June 28, 2025, filed with the SEC on August 7, 2025. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.
Current wording
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the 2025 Form 10-K, except as set forth below. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.
Previous wording
In February 2024, the Onto Innovation Board of Directors approved a new share repurchase authorization, which allows the Company to repurchase up to $200 million worth of shares of its common stock. There were 0 and 492 thousand shares of common stock repurchased under this authorization during the three and nine months ended September 27, 2025, respectively. There was $99.9 million available for future share repurchases under this share repurchase authorization at September 27, 2025. For further information, see Note 16, “Share Repurchase Authorization,” of the Notes to the Condensed Consolidated Financial Statements.
Current wording
In February 2024, the Onto Innovation Board of Directors approved a new share repurchase authorization, which allows the Company to repurchase up to $200 million worth of shares of its common stock. There were no shares of common stock repurchased under this authorization during the three months ended March 31, 2026. There was $99.9 million available for future share repurchases under this share repurchase authorization at March 31, 2026. For further information, see Note 13, “Share Repurchase Authorization,” of the Notes to the Condensed Consolidated Financial Statements.
Previous wording
In addition to our share repurchase program, we withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under the Company’s equity incentive program. During the three and nine months ended September 27, 2025, we withheld 3 thousand and 89 thousand shares through net share settlements, respectively. For the three and nine months ended September 27, 2025, net share settlements cost $0.4 million and $12.7 million, respectively. Please refer to Note 10, “Share-Based Compensation,” of the Notes to the Condensed Consolidated Financial Statements for further discussion regarding our equity incentive plan.
Current wording
In addition to our share repurchase program, we withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under the Company’s equity incentive program.