ONTO INNOVATION INC.

Previous wording

Forward-looking statements contained herein reflect our current expectations, assumptions and projections with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially and adversely from those included in such forward-looking statements 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 or uncertainties, changes in U.S. tariff and trade policy and related retaliatory actions, and geopolitical conflicts, including the ongoing conflict involving Israel, the U.S., Iran and other actors, on the Company’s global operations; the Company’s 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 complete the Rigaku Transaction on the timing expected or at all; the Company’s ability to realize the anticipated benefits of the Rigaku Transaction; and the Company’s ability to successfully integrate acquired businesses and technologies, including the business of Semilab USA and to realize the anticipated benefits of such acquisitions. Additional information and considerations regarding the risks faced by Onto Innovation are available in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (the “2025 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026, in Part II, Item 1A. “Risk Factors” and elsewhere in this Form 10-Q, and in the other filings that we make with the SEC from time to time. Forward-looking statements reflect our position as of the date of this Form 10-Q and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Current wording

Forward-looking statements contained herein reflect our current expectations, assumptions and projections with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially and adversely from those included in such forward-looking statements 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 or uncertainties, changes in U.S. tariff and trade policy and related retaliatory actions, and geopolitical conflicts, including the ongoing conflict involving Israel, the U.S., Iran and other actors, on the Company’s global operations; the Company’s 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 Rigaku Transaction (as defined below), including as a result of fluctuations in the price of the Rigaku common stock; and the Company’s ability to successfully integrate acquired businesses and technologies, including the business of Semilab USA and to realize the anticipated benefits of such acquisitions. Additional information and considerations regarding the risks faced by Onto Innovation are available in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (the “2025 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026, in Part II, Item 1A. “Risk Factors” and elsewhere in this Form 10-Q, and in the other filings that we make with the SEC from time to time. Forward-looking statements reflect our position as of the date of this Form 10-Q and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Previous wording

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. In addition, management is periodically faced with uncertainties, the outcomes of which are not within our control and will not be known for prolonged periods of time. Certain of these uncertainties are discussed in the 2025 Form 10-K in the Items entitled

Current wording

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. In addition, management is periodically faced with uncertainties, the outcomes of which are not within our control and will not be known for prolonged periods of time. Certain of these uncertainties are discussed in the 2025 Form 10-K in the Items entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes in our critical accounting estimates from the information presented in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K.

Previous wording

For more information, please see our critical accounting estimates as previously disclosed in the 2025 Form 10-K and recent accounting pronouncements discussed in Note 1 to the Condensed Consolidated Financial Statements.

Current wording

For more information, please see our critical accounting estimates as previously disclosed in the 2025 Form 10-K and recent accounting pronouncements discussed in Note 1, “Basis of Presentation” to the Condensed Consolidated Financial Statements include in Part 1, Item 1 of this Form 10-Q.

Previous wording

In the fiscal quarter ended June 30, 2026 (the “June 2026 quarter”), revenue increased 17.5% compared to the fiscal quarter ended March 31, 2026 (the “March 2026 quarter”), primarily due to higher sales of inspection and metrology systems supporting advanced packaging and advanced node semiconductor applications.

Current wording

In the fiscal quarter ended September 30, 2026 (the “September 2026 quarter”), revenue increased 19.4% compared to the fiscal quarter ended June 30, 2026, primarily due to higher sales of inspection and metrology systems supporting advanced packaging and advanced node semiconductor applications.

Previous wording

Gross profit as a percentage of revenue for the June 2026 quarter increased by 330 basis points compared to the March 2026 quarter. This margin increase was primarily driven by a favorable shift in sales mix as product sales move toward high-margin inspection and metrology product lines.

Current wording

Gross profit as a percentage of revenue for the September 2026 quarter increased by 140 basis points compared to the June 2026 quarter. This margin increase was primarily driven by a favorable shift in sales mix as product sales move toward high-margin inspection and metrology product lines.

Previous wording

Operating expenses for the June 2026 quarter increased by 6.1% compared to the March 2026 quarter. This increase was driven by higher compensation-related costs, increased headcount, and engineering spend related to product development activities.

Current wording

Operating expenses for the September 2026 quarter increased by 7.8% compared to the June 2026 quarter. This increase was driven by higher compensation-related costs, increased headcount, and engineering spend related to product development activities.

Previous wording

Our cash, cash equivalents and marketable securities balance increased to $1.9 billion at June 30, 2026, compared to $639.6 million at January 3, 2026. This increase was primarily the result of $1.2 billion of cash provided by financing activities and $87.8 million of cash generated from operating activities partially offset by capital expenditures of $7.2 million. Employee headcount at June 30, 2026 was approximately 1,867.

Current wording

Our cash, cash equivalents and marketable securities balance increased to $1.25 billion at September 30, 2026, compared to $639.6 million at January 3, 2026. This increase was primarily the result of $1.2 billion of cash provided by financing activities and $166.6 million of cash generated from operating activities. These increases were offset by cash used in investing activities of $1.3 billion, which included the purchase of the Company’s equity investment in Rigaku of $719.5 million. Employee headcount at September 30, 2026 was approximately 1,952.

Previous wording

On May 21, 2026, we 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”). Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the 2031 Notes, we granted the initial purchasers an option to purchase up to an additional $200 million aggregate principal amount of 2031 Notes. On May 19, 2026, the initial purchasers exercised this option in full and the 2031 Notes issued on May 21, 2026 include the additional $200 million aggregate principal amount of 2031 Notes. Also 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 Notes, respectively, we entered into the Capped Call Transactions with several financial institutions, including one or more of the initial purchasers and/or their respective affiliates.

Current wording

On May 21, 2026, we issued $1.5 billion aggregate principal amount of 2031 Notes. The 2031 Notes were issued pursuant to the Indenture. Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the 2031 Notes, we granted the initial purchasers an option to purchase up to an additional $200 million aggregate principal amount of 2031 Notes. On May 19, 2026, the initial purchasers exercised this option in full and the 2031 Notes issued on May 21, 2026 include the additional $200 million aggregate principal amount of 2031 Notes. Also 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 Notes, respectively, we entered into the Capped Call Transactions with several financial institutions, including one or more of the initial purchasers and/or their respective affiliates.

Previous wording

Results of Operations for the Three and Six Months ended June 30, 2026 and June 28, 2025

Current wording

Results of Operations for the Three and Nine Months ended September 30, 2026 and September 27, 2025

Previous wording

Revenue. Our revenue is primarily derived from the sale of our systems, software licensing, services and spare parts. Our revenue of $343.1 million increased 35.3% for the three months ended June 30, 2026 as compared to the three months ended June 28, 2025, for which revenue totaled $253.6 million. For the six months ended June 30, 2026 and June 28, 2025, our revenue totaled $635.1 million and $520.2 million, respectively, representing a year-over-year increase of 22.1%.

Current wording

Revenue. Our revenue is primarily derived from the sale of our systems, software licensing, services and spare parts. Our revenue of $409.7 million increased 87.8% for the three months ended September 30, 2026 as compared to the three months ended September 27, 2025, for which revenue totaled $218.2 million. For the nine months ended September 30, 2026 and September 27, 2025, our revenue totaled $1.04 billion and $738.4 million, respectively, representing a year-over-year increase of 41.5%.

Previous wording

Total systems and software revenue increased $79.5 million, and $95.5 million for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 28, 2025, respectively. The increase was attributable to stronger demand for inspection and metrology systems. The increase in total parts and services revenue for the three and six months ended June 30, 2026, as compared to the three and six months ended June 28, 2025, was primarily due to higher customer support activity and service contract revenue.

Current wording

Total systems and software revenue increased $185.6 million and $281.2 million for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 27, 2025, respectively. The increase was attributable to increased demand for inspection and metrology systems. The increase in total parts and services revenue for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 27, 2025, was primarily due to higher customer support activity and service contract revenue.

Previous wording

The increase in gross profit as a percentage of revenue for the three and six months ended June 30, 2026 as compared to the three and six months ended June 28, 2025 was primarily due to increased sales of newer product lines with higher standard margins. The increase for the three month period also benefited from lower restructuring expenses compared to the prior year period.

Current wording

The increase in gross profit as a percentage of revenue for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 27, 2025 was primarily due to increased sales of newer product lines with higher standard margins.

Previous wording

Research and Development. We believe that it is critical to continue to make substantial investments in research and development to ensure the availability of innovative technology that meets the current and projected requirements of our customers’ most advanced designs. We have maintained and intend to continue our commitment to investing in research and development in order to continue to offer new products and technologies. Accordingly, we devote a significant portion of our technical, management and financial resources to research and development programs. Research and development expenditures consist primarily of salaries and related expenses of employees engaged in research, design and development activities. These expenditures also include consulting fees, the cost of related supplies and legal costs to defend our patents. Our research and development expenses were $38.9 million and $73.9 million for the three and six month periods ended June 30, 2026, as compared to $35.3 million and $63.3 million for the three and six month periods ended June 28, 2025. The increase in research and development expenses for the three month period ended June 30, 2026, as compared to the three month period ended June 28, 2025 was primarily due to higher compensation-related costs driven by stock-based compensation expense and increased headcount, as well as increased engineering spend associated with product development activities. The increase in research and development expenses for the six-month period ended June 30, 2026, as compared to the six-month period ended June 28, 2025 was primarily due to higher compensation-related costs driven by stock-based compensation expense and increased headcount, as well as higher engineering spend associated with product development activities.

Current wording

Research and Development. We believe that it is critical to continue to make substantial investments in research and development to ensure the availability of innovative technology that meets the current and projected requirements of our customers’ most advanced designs. We have maintained and intend to continue our commitment to investing in research and development in order to continue to offer new products and technologies. Accordingly, we devote a significant portion of our technical, management and financial resources to research and development programs. Research and development expenditures consist primarily of salaries and related expenses of employees engaged in research, design and development activities. These expenditures also include consulting fees, the cost of related supplies and legal costs to defend our patents. Our research and development expenses were $45.1 million and $119.0 million for the three and nine month periods ended September 30, 2026, as compared to $32.5 million and $95.8 million for the three and nine month periods ended September 27, 2025. The increase in research and development expenses for the three month period ended September 30, 2026, as compared to the three month period ended September 27, 2025, and for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025 was primarily due to higher compensation-related costs, driven by headcount increases and share-based compensation expense, as well as higher engineering spend associated with product development activities.

Previous wording

Sales and Marketing. Sales and marketing expenses are primarily comprised of salaries, commissions and related costs for sales and marketing personnel, as well as other non-personnel related expenses. Our sales and marketing expenses were $23.1 million and $44.6 million for the three and six month periods ended June 30, 2026, compared to $14.9 million and $34.6 million for the three and six month periods ended June 28, 2025. The increase in sales and marketing expenses for the three month period ended June 30, 2026, as compared to the three month period ended June 28, 2025, was primarily driven by higher compensation-related costs and increased headcount to support higher sales activity. The increase in sales and marketing expenses for the six-month period ended June 30, 2026, as compared to the six-month period ended June 28, 2025, was primarily driven by higher compensation-related costs, increased headcount and higher selling costs associated with increased revenue and customer activity.

Current wording

Sales and Marketing. Sales and marketing expenses are primarily comprised of salaries, commissions and related costs for sales and marketing personnel, as well as other non-personnel related expenses. Our sales and marketing expenses were $23.9 million and $68.4 million for the three and nine month periods ended September 30, 2026, compared to $17.1 million and $51.7 million for the three and nine month periods ended September 27, 2025. The increase in sales and marketing expenses for the three month period ended September 30, 2026, as compared to the three month period ended September 27, 2025, was due to higher compensation-related costs, driven by headcount increases to support higher sales activity and share-based compensation expense. The increase in sales and marketing expenses for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025, was due to higher compensation-related costs, driven by headcount increases to support higher sales activity and share-based compensation expense, as well as higher selling costs associated with increased revenue and customer activity.

Previous wording

General and Administrative. General and administrative expenses are primarily comprised of salaries and related costs for corporate and administrative personnel, as well as other non-personnel related expenses. Our general and administrative expenses were $34.3 million and $65.7 million for the three and six month periods ended June 30, 2026, as compared to $25.0 million and $47.8 million for the three and six month periods ended June 28, 2025. The increase in general and administrative expenses for the three month period ended June 30, 2026, as compared to the three month period ended June 28, 2025, was primarily driven by higher compensation-related costs, including stock-based compensation expense. The increase in general and administrative expenses for the six-month period ended June 30, 2026, as compared to the six-month period ended June 28, 2025, was primarily driven by higher compensation-related costs, including costs associated with the Semilab USA integration.

Current wording

General and Administrative. General and administrative expenses are primarily comprised of salaries and related costs for corporate and administrative personnel, as well as other non-personnel related expenses. Our general and administrative expenses were $39.2 million and $104.9 million for the three and nine month periods ended September 30, 2026, as compared to $24.8 million and $72.6 million for the three and nine month periods ended September 27, 2025. The increase in general and administrative expenses for the three month period ended September 30, 2026, as compared to the three month period ended September 27, 2025, was due to higher compensation-related costs and share-based compensation expense. The increase in general and administrative expenses for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025, was due to higher compensation-related costs, driven by share-based compensation expense and costs associated with the Semilab USA integration.

Previous wording

Amortization of Identifiable Intangible Assets. Amortization of identifiable intangible assets was $19.7 million and $39.4 million for the three and six month periods ended June 30, 2026, compared to $8.4 million and $16.9 million for the three and six month periods ended June 28, 2025. The increase in amortization of identifiable intangible assets for the three months ended June 30, 2026, as compared to the three months ended June 28, 2025, was due to Semilab USA amortization. The increase in amortization of identifiable intangible assets for the six months ended June 30, 2026, as compared to the six months ended June 28, 2025, was due to amortization in connection with the acquisition of Semilab USA.

Current wording

Amortization of Identifiable Intangible Assets. Amortization of identifiable intangible assets was $19.7 million and $59.1 million for the three and nine month periods ended September 30, 2026, compared to $8.4 million and $25.3 million for the three and nine month periods ended September 27, 2025. The increase in amortization of identifiable intangible assets for the three month period ended September 30, 2026 as compared to the three month period ended September 27, 2025, and for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025, was due to amortization in connection with the acquisition of Semilab USA.

Previous wording

Restructuring and Other. Restructuring and other expenses were $3.8 million and $8.9 million for the three and six-month period ended June 30, 2026, compared to $6.2 million and $7.3 million for the three and six month periods ended June 28, 2025. The increase in restructuring and other expenses for the three month period ended June 30, 2026, as compared to the three month period ended June 28, 2025, and for the six month period ended June 30, 2026, as compared to the six month period ended June 28, 2025, was primarily due to employee severance costs and business transformation projects.

Current wording

Restructuring and Other. Restructuring and other expenses were $1.2 million and $10.2 million for the three and nine month periods ended September 30, 2026, compared to $4.1 million and $11.4 million for the three and nine month periods ended September 27, 2025. The increase in restructuring and other expenses for the three month period ended September 30, 2026, as compared to the three month period ended September 27, 2025, and for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025 was primarily due to employee severance costs and business transformation projects.

Previous wording

Total other income, net. Total other income, net was $4.9 million and $9.5 million for the three and six month periods ended June 30, 2026, as compared to $7.5 million and $16.0 million for the three and six month periods ended June 28, 2025. The decrease in total other income, net for the three months ended June 30, 2026, as compared to the three months ended June 28, 2025, and for the six months ended June 30, 2026, as compared to the six months ended June 28, 2025, was attributable to expenses associated with increased capital markets activity and fees related to the Bridge Commitment, as well as amortization of debt issuance costs.

Current wording

Total other income, net. Total other expense was $30.5 million and $21.0 million for the three and nine month periods ended September 30, 2026, as compared to total other income of $8.3 million and $24.3 million for the three and nine month periods ended September 27, 2025. The decrease in total other income, net for the three months ended September 30, 2026, as compared to the three months ended September 27, 2025, and for the nine month period ended September 30, 2026, as compared to the nine month period ended September 27, 2025, was primarily attributable to recognition of an unrealized loss in Rigaku during the period of $40.8 million.

Previous wording

Income Taxes. We recorded an income tax provision of $8.4 million and $12.7 million for the three and six month periods ended June 30, 2026, as compared to $5.8 million and $13.4 million for the three and six month periods ended June 28, 2025. Our effective tax rate of 12.3% and 11.9% for the three and six month periods ended June 30, 2026 and our effective tax rate of 14.7% and 12.0% for the three month period ended June 28, 2025, respectively, differed from the statutory rate of 21.0%, primarily due to the tax benefit associated with the Foreign Derived Intangible Income (“FDII”) deductions, federal research and development tax credits, and excess tax benefits associated with equity compensation.

Current wording

Income Taxes. We recorded an income tax provision of $18.1 million and $30.8 million for the three and nine month periods ended September 30, 2026, respectively, compared to $3.8 million and $17.1 million for the three and nine month periods ended September 27, 2025, respectively. Our effective tax rate was 27.9% and 18.0% for the three and nine month periods ended September 30, 2026, respectively, compared to 12.0% for both the three and nine month periods ended September 27, 2025.

Previous wording

Our future effective income tax rate depends on various factors, such as possible changes in tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business activities fluctuate, non-deductible expenses incurred in connection with business combinations, and research and development tax credits as a percentage of aggregate pre-tax income.

Current wording

Our future effective income tax rate depends on various factors, including changes in tax legislation, the geographic composition and amount of our pre-tax income, non-deductible expenses incurred in connection with business combinations, and research and development tax credits as a percentage of aggregate pre-tax income.

Previous wording

Net cash and cash equivalents provided by operating activities for the six months ended June 30, 2026 was $87.8 million. The net cash and cash equivalents provided by operating activities during the six months ended June 30, 2026 resulted primarily from net income, adjusted to exclude the effect of non-cash operating charges, of $76.4 million. Significant non-cash operating charges included depreciation, amortization, share-based compensation and provision for inventory valuation. Cash provided by operating activities for the first six months of 2026 decreased compared to the corresponding period in fiscal 2025, primarily due to timing of accounts receivable payments and higher inventory levels driven by revenue growth, partially offset by increased in accounts payable and accrued expense due to the timing of vendor payments and higher operational activity.

Current wording

Net cash and cash equivalents provided by operating activities for the nine month period ended September 30, 2026 was $166.6 million. The net cash and cash equivalents provided by operating activities during the nine month period ended September 30, 2026 resulted primarily from net income, adjusted to exclude the effect of non-cash operating charges of $152.0 million. Significant non-cash operating charges included depreciation, amortization, share-based compensation and provision for inventory valuation. Cash provided by operating activities for the first nine months of 2026 decreased compared to the corresponding period in fiscal 2025, primarily due to timing of accounts receivable payments and higher inventory levels driven by revenue growth, partially offset by increased in accounts payable and accrued expense due to the timing of vendor payments and higher operational activity.

Previous wording

Net cash and cash equivalents used in investing activities for the six months ended June 30, 2026 was $342.8 million. During the six months ended June 30, 2026, net cash and cash equivalents used in investing activities included purchases of marketable securities of $652.1 million and capital expenditures of $7.2 million, partially offset by proceeds from maturities and sales of marketable securities of $316.6 million.

Current wording

Net cash and cash equivalents used in investing activities for the nine month period ended September 30, 2026 was $1.3 billion. During the nine month period ended September 30, 2026, net cash and cash equivalents used in investing activities included the purchase of the Company’s equity investment in Rigaku of $719.5 million, purchases of marketable securities of $987.8 million and capital expenditures of $8.8 million, offset by proceeds from maturities and sales of marketable securities of $435.0 million and acquisition related adjustments of $6.5 million.

Previous wording

Net cash and cash equivalents provided by financing activities for the six months ended June 30, 2026 was $1.16 billion. During the six months ended June 30, 2026, financing activities provided cash from proceeds of the 2031 Notes, partially offset by cash used for the Capped Call Transaction and repurchases of common stock, as well as for tax payments related to shares withheld to satisfy employee tax obligations in connection with the vesting of awards under share-based compensation plans.

Current wording

Net cash and cash equivalents provided by financing activities for the nine month period ended September 30, 2026 was $1.2 billion. During the nine month period ended September 30, 2026, financing activities provided cash from proceeds of the 2031 Notes, partially offset by cash used for the Capped Call Transaction and repurchases of common stock, as well as for tax payments related to shares withheld to satisfy employee tax obligations in connection with the vesting of awards under share-based compensation plans.

Previous wording

In February 2024, the Onto Innovation Board of Directors (the “Board”) approved a share repurchase authorization (the “2024 Authorization,”) which allows us 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.

Current wording

In February 2024, the Onto Innovation Board of Directors (the “Board”) approved a share repurchase authorization (the “2024 Authorization”), which allows us 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 nine month periods ended September 30, 2026, no shares of Common Stock were repurchased under the 2024 Authorization. During the three and nine months ended September 27, 2025, no shares and 492 thousand shares, respectively, of Common Stock were repurchased under the 2024 Authorization. At September 30, 2026, there was $99.9 million available for future share repurchases under the 2024 Authorization.

Previous wording

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.

Current wording

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 nine months ended September 30, 2026, no shares and 805 thousand shares, respectively, of Common Stock were repurchased under the 2026 Authorization. The 2026 Authorization is no longer in effect and any and all remaining and unused amount under the 2026 Authorization is no longer available for repurchase.

Previous wording

As of June 30, 2026, the net carrying amount of our 2031 Notes of $1.47 billion (principal balance of $1.5 billion maturing in 2031) is presented in non-current liabilities in our condensed consolidated balance sheets. If the closing price of our stock exceeds $496.34 (or 130% of the conversion price of $381.80) for 20 of the last 30 trading days of any future quarter, our 2031 Notes would become convertible at the option of the holders during the subsequent fiscal quarter and the debt would be reclassified to current liabilities in our consolidated balance sheets.

Current wording

As of September 30, 2026, the net carrying amount of our 2031 Notes of $1.47 billion (principal balance of $1.5 billion maturing in 2031) is presented in non-current liabilities in our condensed consolidated balance sheets. If the closing price of Common Stock exceeds $496.34 (or 130% of the conversion price of $381.80) for 20 of the last 30 trading days of any future quarter, our 2031 Notes would become convertible at the option of the holders during the subsequent fiscal quarter and the debt would be reclassified to current liabilities in our consolidated balance sheets.

Previous wording

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.

Current wording

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”). Following the issuance of the 2031 Notes and Capped Call Transactions, the Company terminated the Bridge Commitment in full on May 21, 2026, and no amounts were drawn thereunder. The Company incurred total costs of $4.4 million in connection with the Bridge Commitment, all of which were expensed as incurred and recorded in “Other (expense) income, net” in the Condensed Consolidated Statements of Operations during the six months ended June 30, 2026. No amounts were incurred during the three month period ended September 30, 2026.

Previous wording

The Company had a credit agreement with a bank that provides for a variable-rate line of credit which was secured by the marketable securities the Company has with the bank. At January 3, 2026 the Company was permitted to borrow up to 70.0% of the value of eligible securities held at the time the line of credit would be accessed, up to a maximum of $100.0 million. 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 six months ended June 30, 2026, and did not utilize the line of credit while it was active.

Current wording

The Company had a credit agreement with a bank that provides for a variable-rate line of credit which was secured by the marketable securities the Company has with the bank. At January 3, 2026 the Company was permitted to borrow up to 70.0% of the value of eligible securities held at the time the line of credit would be accessed, up to a maximum of $100.0 million. 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 in the first quarter of 2026, and did not utilize the line of credit while it was active.