Every material Form 8-K Onto Innovation has filed with the SEC since June 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Onto Innovation closed its previously announced acquisition of a 27% minority equity stake in Rigaku Holdings Corporation from Atom Investment, L.P., an affiliate of The Carlyle Group, for approximately $720 million. The company will account for the stake under the fair value option and will not consolidate Rigaku's results, and it will nominate a director to Rigaku's board.
Acquired 61,123,436 Rigaku shares, or 27% of issued and outstanding common stock, under an April 21, 2026 Share Purchase Agreement
Aggregate purchase price of approximately $720 million, or 113,078,356,600 yen
Onto will use fair value option accounting and will not consolidate Rigaku's financial results
Onto Innovation reported second-quarter 2026 revenue of $343.1 million, up 35.3% from a year earlier, with GAAP diluted EPS of $1.21 versus $0.69 and non-GAAP diluted EPS of $1.93 versus $1.25. The company guided third-quarter 2026 revenue to $380 million to $400 million and non-GAAP diluted EPS to $2.18 to $2.38, both above the second-quarter levels, and said its backlog exceeded $1 billion for the first time.
Q2 2026 revenue of $343.1 million, up 35.3% from $253.6 million in Q2 2025; GAAP net income $60.1 million
Diluted EPS of $1.21 GAAP and $1.93 non-GAAP, versus $0.69 and $1.25 in Q2 2025
Q3 2026 outlook: revenue of $380 million to $400 million; GAAP diluted EPS of $1.54 to $1.70
Backlog exceeded $1 billion for the first time; cash and short-term investments were $1.88 billion at June 30, 2026
Onto Innovation issued $1.5 billion of 0.00% convertible senior notes maturing June 1, 2031, including a $200 million option that the initial purchasers exercised in full. The initial conversion price is about $381.80 per share, a premium of about 50% to the $254.53 share price on May 18, 2026, so conversion could dilute shareholders, and the company used part of the proceeds for a concurrent share repurchase and capped call transactions.
Issued $1.5 billion aggregate principal on May 21, 2026, including $200 million from the option exercised May 19, 2026
Notes carry no regular interest and mature June 1, 2031; initial conversion price is about $381.80 per share
About $205 million of proceeds is earmarked to repurchase about 0.8 million shares at $254.53 per share, with about $77.1 million used for capped calls
Onto Innovation reported first-quarter 2026 revenue of $291.9 million, up 9.5% from a year earlier, but GAAP diluted earnings per share fell to $0.67 from $1.30 as operating expenses rose, including higher amortization. The company also said it will buy a 27% stake in Rigaku for approximately $710 million, with closing expected in the second half of 2026, and guided second-quarter revenue to $320 million to $330 million.
Q1 2026 revenue of $291.9 million, up 9.5% from $266.6 million in Q1 2025; GAAP net income of $33.8 million versus $64.1 million
Non-GAAP diluted EPS of $1.42 versus $1.51 a year earlier; GAAP operating margin of 11.5% versus 23.7%
Q2 2026 guidance: revenue of $320 million to $330 million; GAAP diluted EPS of $1.09 to $1.18; non-GAAP diluted EPS of $1.65 to $1.73
Planned purchase of a 27% Rigaku ownership stake for approximately $710 million, expected to close in the second half of 2026; company had $654 million in cash and short-term investments at March 31, 2026
Onto Innovation agreed to acquire 61,123,436 shares, or 27%, of Rigaku Holdings from an affiliate of The Carlyle Group for about $710 million, with closing expected in the second half of 2026. The company also obtained a commitment for a $500 million 364-day bridge loan from Goldman Sachs Bank USA to help finance the deal, which adds a large investment and new debt financing for shareholders to weigh.
Purchase price of approximately $710 million for 27% of Rigaku common stock, agreed April 21, 2026 (Tokyo time)
Transaction expected to close in the second half of 2026, subject to regulatory approvals and customary conditions
Bridge Commitment Letter with Goldman Sachs Bank USA provides up to $500 million senior secured 364-day term loan
Company expects to account for the minority stake under the fair value option and not consolidate Rigaku results; termination fee of 2% of the purchase price applies in certain cases
Onto Innovation reported a preliminary first-quarter 2026 revenue estimate of $292 million, above its previously communicated outlook of $275 to $285 million. It also set second-quarter 2026 revenue guidance of $320 to $330 million, which the company says is an 8% increase over its previously shared outlook. For shareholders, both the quarter and the forward guidance point higher than prior company expectations, though the figures are preliminary until full results are released.
Preliminary Q1 2026 revenue estimate of $292 million, versus prior outlook of $275 to $285 million
Q2 2026 guidance of $320 to $330 million, an 8% increase over previously shared outlook
Dragonfly G5 system qualified for 2.5D advanced packaging applications, with initial shipments expected in June
Full Q1 results to be released after market close on May 5, 2026, followed by a conference call
Onto Innovation reported fourth-quarter 2025 revenue of $266.9 million, up 1.1% year over year, and full-year revenue of $1.005 billion, up 1.8%. Profit fell sharply: fourth-quarter GAAP diluted EPS was $0.21 versus $0.98 a year earlier, and full-year GAAP diluted EPS was $2.78 versus $4.06. The company guided first-quarter 2026 revenue to $275 million to $285 million.
Q4 2025 revenue $266.9 million, up 1.1% from $263.9 million; GAAP operating margin 5.2% versus 16.1%
Q4 2025 GAAP diluted EPS $0.21 versus $0.98; non-GAAP diluted EPS $1.26 versus $1.51
Full-year 2025 revenue $1.005 billion; a volume purchase agreement estimated at over $240 million was closed with an HBM manufacturer
Q1 2026 guidance: revenue $275 million to $285 million; GAAP diluted EPS $0.74 to $0.84; non-GAAP diluted EPS $1.26 to $1.36
Onto Innovation adopted a Nonqualified Deferred Compensation Plan on November 19, 2025, effective January 1, 2026, letting eligible employees and non-employee directors defer part of their pay. The filing discloses plan terms but no financial results, and it does not state the plan's cost to the company.
Plan adopted November 19, 2025, effective January 1, 2026; all executive officers initially eligible
Employees may defer up to 75% of base salary and up to 100% of bonus, performance share units and restricted stock units
Non-employee directors may defer up to 100% of retainer, meeting fees and restricted stock units
Company may make discretionary contributions that vest immediately; distributions over two to five or two to ten years
Onto Innovation completed its acquisition of Semilab USA LLC on November 17, 2025, paying $432.3 million in cash, subject to customary adjustments, plus 641,771 newly issued common shares. The company also updated its fourth-quarter 2025 revenue guidance to $258 million to $275 million and said it expects the acquired product lines to contribute about $120 million of revenue in 2026.
Acquisition closed November 17, 2025: $432,310,000 in cash plus 641,771 shares of common stock issued to the seller
Q4 2025 revenue guidance set at $258 million to $275 million; acquisition expected to add $8 million to $10 million of revenue from closing through January 3, 2026
Acquisition expected to add $0.02 to $0.04 to fourth-quarter diluted EPS, excluding purchase accounting, and to be immediately accretive to margins
Company expects about $120 million of revenue from the acquired product lines in 2026, weighted toward the second half
Onto Innovation reported third-quarter 2025 results for the period ended September 27, 2025. Revenue fell 13.5% year over year to $218.2 million, and GAAP diluted EPS was $0.57 versus $1.07 a year earlier, though the company said both exceeded the midpoint of its previously announced guidance ranges. For fourth-quarter 2025, it expects revenue of $250 million to $265 million and GAAP diluted EPS of $0.85 to $1.00.
Q3 revenue of $218.2 million, down from $252.2 million in Q3 2024; GAAP gross margin 50.7% vs 54.1%
GAAP diluted EPS $0.57 vs $1.07; non-GAAP diluted EPS $0.92 vs $1.34
Q4 2025 guidance: revenue $250 million to $265 million; GAAP diluted EPS $0.85 to $1.00
Cash from operations of about $83.4 million in Q3; $983.9 million of cash and short-term investments at quarter end
Onto Innovation amended its Semilab USA acquisition agreement on October 9, 2025, removing the EIR business, which the seller will keep, and lowering the purchase price by about $50 million to about $495 million. The U.S. Department of Justice issued a Second Request on September 25, 2025, which extends the antitrust review, and the company still expects the transaction to close in 2025. The company also affirmed its third quarter guidance first given on August 7, 2025.
Amendment dated October 9, 2025 excludes the EIR business, about $13 million or 10% of estimated 2025 Semilab USA revenue, which the seller will retain.
Purchase price is $432,310,000 in cash plus 641,771 shares of common stock, about $495 million based on the June 27, 2025 closing value.
DOJ Second Request received September 25, 2025 extends the HSR Act waiting period; the company expects the transaction to be completed in 2025.
Company expects the business to be acquired, excluding EIR, to generate about $120 million in annual revenue and raise earnings per share about 10% in the first year after closing.
Onto Innovation reported fiscal second quarter 2025 revenue of $253.6 million, up 5% from a year earlier, while GAAP net income fell to $33.9 million, or $0.69 per share, from $52.9 million, or $1.07 per share. The company guided third-quarter revenue to $210 million to $225 million and announced a pending acquisition of Semilab product lines for approximately $545 million in cash and stock.
Q2 2025 revenue of $253.6 million, up 5% year-over-year; GAAP operating margin 12.7% vs. 20.2% a year earlier
Non-GAAP net income of $61.3 million, or $1.25 per share, vs. $65.4 million, or $1.32 per share, in Q2 2024
Q3 2025 outlook: revenue of $210 million to $225 million and GAAP diluted EPS of $0.52 to $0.72
Semilab acquisition for approximately $545 million in cash and stock, expected to add more than $130 million in annual revenue
Onto Innovation agreed on June 27, 2025 to acquire the materials analysis business of Semilab International for $475 million in cash, subject to adjustments, plus 706,215 shares of common stock. The company says the deal is expected to close in the second half of 2025 and to add about $130 million to annual revenue, but the filing does not provide audited results for the business, and these projections are company estimates.
Consideration: $475 million in cash plus 706,215 shares; the company puts total value at about $545 million based on the June 27, 2025 closing price
Expected close in the second half of 2025, subject to U.S. HSR waiting period expiration, Hungarian foreign direct investment approval and customary conditions
Company projects the acquired portfolio will generate about $130 million in annual revenue in 2025 and expects it to be immediately accretive to gross and operating margins
Onto Innovation affirmed its second quarter guidance first given on May 8, 2025
Onto Innovation appointed Brian Roberts as Chief Financial Officer effective June 16, 2025, replacing the prior arrangement as stated in the filing's announcement of June 12, 2025. Roberts previously served as CFO of Sensata Technologies from October 2023 to May 2025, and his pay package includes a $525,000 base salary, an 80% target bonus and a $2.2 million restricted stock unit grant.
Brian Roberts, 54, becomes CFO and principal financial and accounting officer effective June 16, 2025
Base salary of $525,000 with an 80% target cash bonus and a $250,000 one-time signing bonus
One-time equity grant of time-based restricted stock units valued at $2,200,000, vesting over three years
Employment agreement runs through September 2, 2026, with automatic one-year renewals and severance of one times base salary
Onto Innovation and Chief Financial Officer Mark Slicer agreed on June 12, 2025 to end his employment with the company, effective immediately. The filing says the separation was not the result of any disagreement over operations, policies or practices, and it does not name a successor.
Mark Slicer, CFO and principal financial and accounting officer, separated from the company on June 12, 2025
Termination was by mutual agreement, effective immediately
Filing states the separation was not due to any disagreement on operations, policies or practices
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