Onto Innovation Inc. Files 8-K with Material Agreement

TL;DR

ONTO filed an 8-K on 10/9/25 for a material definitive agreement. Details TBD.

AI Summary

On October 9, 2025, Onto Innovation Inc. entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing. The specific details of the agreement and financial information were not disclosed in the provided text.

Why It Matters

This filing indicates a significant event for Onto Innovation Inc., potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant event that could carry inherent risks or opportunities not yet fully disclosed.

Key Numbers

• 001-39110 — SEC File Number (Identifies the company's filing history with the SEC.)
• 94-2276314 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Onto Innovation Inc. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported
• October 10, 2025 (date) — Filing date
• 16 Jonspin Road, Wilmington, Massachusetts 01887 (address) — Principal Executive Offices
• 9782536200 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ONTO New York S
• $432,310,000 — pay to the Seller in the Transaction to $432,310,000 in cash (subject to certain customary p
• $50 million — represents a reduction of approximately $50 million in purchase price to approximately $495
• $495 million — lion in purchase price to approximately $495 million based upon the closing value of the Com
• $13 m — e EIR Business represents approximately $13 million, or 10%, of estimated 2025 revenu
• $120 million — Transaction will generate approximately $120 million in annual revenue and will increase ear

Filing Documents

• onto-20251009.htm (8-K) — 57KB
• onto-ex2_1.htm (EX-2.1) — 67KB
• 0001193125-25-236464.txt ( ) — 240KB
• onto-20251009.xsd (EX-101.SCH) — 24KB
• onto-20251009_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement As previously announced, on June 27, 2025, Onto Innovation Inc. (the "Company") entered into an Equity Purchase Agreement (the "Purchase Agreement") with Semilab International Zrt. (the "Seller"), Semilab Zrt. and Semilab USA LLC ("Semilab USA"), pursuant to which the Company agreed to acquire all of the outstanding membership interests of Semilab USA from the Seller (the "Transaction"), subject to the satisfaction of customary closing conditions, including the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and receipt of Hungarian foreign direct investment approval. Hungarian foreign direct investment approval was received in September 2025. On September 25, 2025, each of the Company and the Seller received a request for additional information and documentary material (a "Second Request") from the U.S. Department of Justice (the "DOJ") in connection with the Transaction. The Second Request extends the waiting period imposed by the HSR Act to 30 days after the Company and the Seller have substantially complied with the Second Request, which could take a significant amount of time. In response to the Second Request, and in order to increase the likelihood of a timely closing for the Transaction, on October 9, 2025, the parties entered into an amendment to the Purchase Agreement (the "Purchase Agreement Amendment"), pursuant to which the parties agreed that the Fourier-Transform infrared spectroscopy reflectometry systems business conducted by the Seller and its affiliates (the "EIR Business") would not be included in the Transaction and would instead be retained by the Seller. The Purchase Agreement Amendment amends the purchase price that the Company will pay to the Seller in the Transaction to $432,310,000 in cash (subject to certain customary purchase price adjustments) and 641,771 shares of the Company

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure The EIR Business represents approximately $13 million, or 10%, of estimated 2025 revenue for Semilab USA. The Company expects that the business to be acquired, excluding the EIR Business, pursuant to the amended Transaction will generate approximately $120 million in annual revenue and will increase earnings per share by approximately 10% in the first year following the close of the transaction. Additionally, the Company affirms its third quarter guidance, initially provided on August 7, 2025. The Company continues to anticipate that the Transaction will be completed in 2025. The information contained in Item 7.01 of this Current Report on Form 8-K shall be deemed furnished and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Amendment to Equity Purchase Agreement, dated as of October 9, 2025, by and among Onto Innovation Inc., Semilab USA LLC, Semilab International Zrt. and Semilab Zrt.* 104 Cover Page Interaction Data File (embedded within the Inline XBRL document) * Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") which include statements relating to its projected financial performance and the projected financial performance of the acquired business; the Company's business momentum and future growth; the benefit to customers and the capabilities of the Company's products and customer service; the Company's ability to both deliver products and services consistent with our customers' demands and expectations and strengthen its market position, the Company's beliefs about market opportunities, the timing and ability of the Company to complete the Transaction, the benefits of the Transaction to the Company, its stockholders and its customers, as well as other matters that are not purely historical data. The Company wishes to take advantage of the "safe harbor" provided for by the Act and cautions investors not to place undue reliance on any forward-looking statements and that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond the Company's control. Such factors include, but are not limited to, one or more closing conditions to the Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or other

SIGNATURES

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: October 10, 2025 By: /s/ Yoon Ah Oh Senior Vice President, General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR