Onto Innovation Inc. 8-K Filing

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 — ests of Semilab USA from the Seller for $432,310,000 in cash (subject to certain customary p

Filing Documents

• onto-20251117.htm (8-K) — 58KB
• onto-ex99_1.htm (EX-99.1) — 22KB
• 0001193125-25-283980.txt ( ) — 194KB
• onto-20251117.xsd (EX-101.SCH) — 24KB
• onto-20251117_htm.xml (XML) — 5KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets On November 17, 2025, Onto Innovation Inc. (the "Company") completed the previously announced acquisition of Semilab USA LLC ("Semilab USA"), pursuant to the Equity Purchase Agreement (the "Purchase Agreement"), dated as of June 27, 2025, by and among the Company, Semilab International Zrt. (the "Seller"), Semilab Zrt. and Semilab USA, as amended by the Amendment to Equity Purchase Agreement, dated October 9, 2025. As previously disclosed, pursuant the Purchase Agreement, the Company acquired all of the outstanding membership interests of Semilab USA from the Seller for $432,310,000 in cash (subject to certain customary purchase price adjustments) and 641,771 shares of the Company's common stock, par value $0.001 per share (the foregoing transactions, the "Semilab USA Acquisition"). The foregoing description of the Purchase Agreement is qualified entirely by reference to the full text of the Purchase Agreement and the amendment thereto, copies of which are filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 30, 2025 and Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 10, 2025, respectively, both incorporated herein by reference.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities As described in Item 2.01, the Company issued 641,771 shares of Common Stock to the Seller pursuant to the Purchase Agreement. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Seller has represented that it is an "accredited investor" as defined in Rule 501 under the Securities Act and that the Common Stock is being acquired for investment purposes and not with a view toward or for sale in connection with any distribution thereof.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On November 17, 2025, the Company issued a press release announcing the closing of the Semilab USA Acquisition and updating its guidance for the fourth quarter of fiscal year 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this report by reference. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) 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* Equity Purchase Agreement, dated as of June 27, 2025, by and among Onto Innovation Inc., Semilab USA LLC, Semilab International Zrt. and Semilab Zrt. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on June 30, 2025). 2.2* 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. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on October 10, 2025). 99.1 Press Release, dated November 17, 2025 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 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 benefits of the Semilab USA Acquisition 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 fac

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: November 17, 2025 By: /s/ Yoon Ah Oh Senior Vice President, General Counsel & Corporate Secretary

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