Every material Form 8-K Onto Innovation filed with the SEC in 2026, 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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Onto Innovation filing is on SEC EDGAR ↗. 8-K briefs of other companies →