UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~February 19, ~~2025~~2026

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39110	94-2276314
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16 Jonspin Road
Wilmington, Massachusetts		01887
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (978) 253-6200

    

     Not applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ONTO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 DepartureResults of DirectorsOperations orand CertainFinancial Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersCondition.

(e) On NovemberFebruary 19, 20252026, Onto Innovation Inc. (theannounced “Company”)in adopteda thenews Ontorelease Innovationits Nonqualifiedresults Deferredfor Compensationits Plan,fiscal tofourth bequarter effectiveand asfull ofyear ended January 13, 2026 (theand “Plan”).other Therelated Planmaterial constitutesinformation an unfunded, nonqualified deferred compensation plan that is intended to comply with Section 409A of (the Internal“Earnings Revenue Code of 1986, as amendedRelease”). ParticipationA incopy the Plan is limited to those employees and non-employee directors of the CompanyEarnings whoRelease areis designatedattached byhereto the Company as eligibleExhibit to participate99.1 Alland ofincorporated theby Company’sreference executive officers will initially be eligible to participate in the Planherein.

AnThe employeeinformation participant in thethis PlanCurrent mayReport electon toForm defer into the Plan up to seventy8-fiveK percent (75%) of the employee’s annual base salary and up to 100% of the employee’sExhibit annualattached bonus,hereto performanceshall sharenot unitsbe anddeemed restricted“filed” stockfor units.purposes Aof non-employeeSection director18 participantof may elect to defer into the PlanSecurities upExchange toAct 100% of the1934 director’s annual retainer, meeting fees and restricted stock units. Participant contributions will be fully vested at all times. At its sole discretion, (the Company“Exchange mayAct”) credit participant accounts with contributions from the Company, which will also vest immediately. The amount credited to each participant’s account will be adjusted for hypothetical investment earnings, expenses, gains or lossesotherwise insubject an amount equal to the earnings,liabilities expenses,of gainsthat orsection, lossesnor attributableshall toit thebe investmentdeemed optionsincorporated selected by thereference participantin fromany amongfiling theunder investment options designated for this purpose by the Company.Securities PlanAct distributionsof with1933, respect to participant contributions will be made in a lump sum or annual installments over two to five years at such time as elected by the participantamended, or in a lump sum or annual installments over two to ten years following the participant’sExchange separation from service with the CompanyAct, except as electedshall by the Participant in accordance with the terms of the Plan. Plan distributions with respect to Company contributions will be madeexpressly inset aforth lump sum or annual installments over two to ten years following the participant’s separation from service with the Company, as elected by thespecific participantreference in accordancesuch with the terms of the Planfiling.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and the related adoption agreement, which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Onto Innovation Nonqualified Deferred Compensation Plan
99.1	News release for Onto Innovation Inc. dated February 19, 2026, announcing financial results for its fourth quarter and full year ended January 3, 2026
10.2	Onto Innovation Nonqualified Deferred Compensation Plan Adoption Agreement
104	Cover Page Interaction Data File (embedded within the Inline XBRL document)

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~~February 2119, ~~2025~~2026	By:	/s/ Yoon Ah Oh
			Senior Vice President, General Counsel & Corporate Secretary

Filing Compare · ONTO INNOVATION INC.