UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): February 19, 2026

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39110	94-2276314
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>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
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Not applicable
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(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<br>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 2.02 Results of Operations and Financial Condition.

On February 19, 2026, Onto Innovation Inc. announced in a news release its results for its fiscal fourth quarter and full year ended January 3, 2026 and other related material information (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
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
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:	February 19, 2026	By:	/s/ Yoon Ah Oh
			Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Onto Innovation Reports 2025 Fourth Quarter and Full Year Results

Wilmington, Mass., February 19, 2026 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the fourth quarter and full year 2025.

Fourth Quarter and Full Year Business and Financial Highlights:

Record quarterly revenue of $267 million in the fourth quarter and full year revenue of $1.005 billion.
Completed acquisition of key product lines from the materials analysis business of Semilab International.
Next generation Dragonfly® shipped to multiple customers with evaluation periods now ongoing.
Closed a new volume purchase agreement estimated at over $240 million with a leading high bandwidth memory (HBM) manufacturer for Dragonfly® 2D inspection and 3D bump metrology to support expansion plans through 2027.

“2025 concluded on a strong note for Onto Innovation, highlighted by record revenue for both the fourth quarter and the full year, the successful acquisition of select product lines from Semilab International, and the shipment of multiple next-generation Dragonfly® systems for high resolution 2D applications to customers beginning their evaluation periods,” said Mike Plisinski, chief executive officer of Onto Innovation. “With global AI investment fueling a robust upcycle in semiconductor capital equipment spending, our deep and broad portfolio across advanced packaging, advanced nodes and specialty devices positions us to capitalize on the high growth segments of the market. We are also seeing strong customer engagement across our new products to address their most critical metrology and inspection challenges, reinforcing our confidence in our ability to outgrow the semiconductor equipment market in 2026 and beyond.”

Operating Results:

The results for the three and twelve months ended January 3, 2026, include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in the press release.

Three months ended January 3, 2026:

Revenue and Gross Margin:

Revenue of $266.9 million, an increase of 1.1% year-over-year from $263.9 million in the fourth quarter of 2024.
Gross margin of 46.4% as compared to gross margin of 50.2% in the fourth quarter of 2024. Non-GAAP gross margin of 54.6% as compared to 54.5% in the fourth quarter of 2024.

Exhibit 99.1

Operating Income:

Operating income of $13.9 million, or 5.2% of revenue, as compared to operating income of $42.5 million, or 16.1% of revenue, in the fourth quarter of 2024.
Non-GAAP operating income of $67.2 million, or 25.2% of revenue, as compared to non-GAAP operating income of $75.5 million, or 28.6% of revenue, in the fourth quarter of 2024.

Net Income and Earnings per share:

Net income of $10.5 million, or diluted earnings per share of $0.21, as compared to net income of $48.8 million, or diluted earnings per share of $0.98, in the fourth quarter of 2024.
Non-GAAP net income of $62.3 million, or diluted non-GAAP earnings per share of $1.26, as compared to non-GAAP net income of $74.8 million, or non-GAAP diluted earnings per share of $1.51, in the fourth quarter of 2024.

Cash and investments:

The Company generated cash from operations of approximately $95 million for the fourth quarter of 2025. The Company ended the fourth quarter with $639.6 million of cash and short-term investments on hand.

Twelve months ended January 3, 2026

Revenue and Gross Margin:

Revenue of $1,005.3 million, up 1.8% year-over-year from $987.3 million in 2024.
Gross margin of 49.7% as compared to gross margin of 52.2% in 2024. Non-GAAP gross margin of 54.6% as compared to 53.6% in 2024.

Operating Income:

Operating income of $132.9 million, or 13.2% of revenue, as compared to operating income of $187.1 million, or 19.0% of revenue, in 2024.
Non-GAAP operating income of $255.3 million, or 25.4% of revenue, as compared to non-GAAP operating income of $267.3 million, or 27.1% of revenue, in 2024.

Net Income and Earnings per share:

Net income of $136.8 million, or diluted earnings per share of $2.78, as compared to net income of $201.7 million, or diluted earnings per share of $4.06 in 2024.
Non-GAAP net income of $243.5 million, or diluted non-GAAP earnings per share of $4.94, as compared to non-GAAP net income of $265.0 million, or non-GAAP diluted earnings per share of $5.34, in 2024.

Financial Outlook:

Exhibit 99.1

For the first fiscal quarter ending March 31, 2026, the Company expects the following:

Revenue of $275 million to $285 million.
Gross margin of 54.6% to 55.6%.
GAAP operating margin of 14.2% to 15.6%
Non-GAAP operating margin of 25.5% to 26.5%.
GAAP diluted earnings per share of $0.74 to $0.84.
Non-GAAP diluted earnings per share of $1.26 to $1.36.

Webcast & Conference Call Details

Onto Innovation will host a conference call at 4:30 p.m. Eastern Time today, February 19, 2026, to discuss its fourth quarter and full year 2025 financial results and other matters in greater detail. To participate in the call, please dial (800) 330-6710 or International: +1 (646) 769-9200 and reference conference ID 5073025 at least five (5) minutes prior to the scheduled start time. A live webcast will also be available at www.ontoinnovation.com.

To listen to the live webcast, please go to the website at least fifteen (15) minutes early to register, download and install any necessary audio software. There will be a replay of the conference call available for one year on the Company’s website at www.ontoinnovation.com.

Discussion of Non-GAAP Financial Measures

In addition to information regarding the Company’s results as determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company has provided in this release non-GAAP financial measures, including non-GAAP gross profit as a percentage of revenue, non-GAAP operating income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue, which exclude amortization of intangibles, merger and acquisition-related expenses and benefits, litigation expenses and benefits and other restructuring costs. Non-GAAP gross margin as a percentage of revenue, non-GAAP operating income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue can also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability or otherwise are not representative of our ongoing operations, tax provisions/benefits related to the previous items, and significant discrete tax events. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

We utilize several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programs. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operations of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. More specifically, management adjusts for the excluded items for the following reasons:

Amortization of intangibles: we do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to the purchased intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of purchased intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations and also facilitates comparisons to peer companies.

Exhibit 99.1

Merger or acquisition related expenses and benefits: we incur expenses or benefits with respect to certain items associated with our mergers and acquisitions, such as transaction and integration costs, change in control payments, adjustments to the fair value of assets, etc. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our ongoing business.

Restructuring and other: we incur restructuring and impairment charges on individual or groups of employed assets, such as inventory or plant, property & equipment, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financials, these transactions may limit the comparability of our ongoing operations with prior and future periods.

Litigation expenses and benefits: we may incur charges or benefits as well as legal costs in connection with litigation and other contingencies unrelated to our core operations. We exclude these charges or benefits, when significant, as well as legal costs associated with significant legal matters, because we do not believe they are reflective of ongoing business and operating results.

Income tax expense: we estimate the tax effect of the items identified to determine a non-GAAP annual effective tax rate applied to the pretax amount to calculate the non-GAAP provision for income taxes. We also adjust for items for which the nature and/or tax jurisdiction requires the application of a specific tax rate or treatment.

From time to time in the future, there may be other items excluded if we believe that doing so is consistent with the goal of providing useful information to investors and management.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include, but are not limited to, statements regarding Onto Innovation’s business momentum and future growth; technology development, product introduction and acceptance of Onto Innovation’s products and services; Onto Innovation’s manufacturing practices and ability to deliver both products and services consistent with its customers’ demands and expectations and strengthen its market position; Onto Innovation’s expectations regarding the semiconductor market outlook; Onto Innovation’s future quarterly financial outlook; as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes, including tariffs and trade disputes, or conflicts on the Company's global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects of natural disasters or public health emergencies on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export regulations, tariffs and license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies including the Semilab business, and to realize the

Exhibit 99.1

anticipated benefits of such acquisitions. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended December 28, 2024, and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance, or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.

About Onto Innovation

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: unpatterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Source: Onto Innovation Inc.

ONTO-I

For more information, please contact:

Sidney Ho

+1 626.233.8431

sidney.ho@ontoinnovation.com

(Financial tables follow)

Exhibit 99.1

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) - (Unaudited)

	January 3,<br>2026		December 28,<br>2024
ASSETS
Current assets
Cash, cash equivalents and marketable securities	$	639,622	$	852,328
Accounts receivable, net		268,932		308,142
Inventories		298,264		286,979
Prepaid expenses and other current assets		61,217		30,073
Total current assets		1,268,035		1,477,522
Net property, plant and equipment		127,184		123,868
Goodwill and intangibles, net		942,113		457,437
Other assets		30,409		58,264
Total assets	$	2,367,741	$	2,117,091
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	156,229	$	106,236
Other current liabilities		62,717		63,853
Total current liabilities		218,946		170,089
Other non-current liabilities		48,148		21,120
Total liabilities		267,094		191,209
Stockholders’ equity		2,100,647		1,925,882
Total liabilities and stockholders’ equity	$	2,367,741	$	2,117,091

Exhibit 99.1

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) - (Unaudited)

	Three Months Ended				Twelve Months Ended
	January 3,		December 28,		January 3,		December 28,
	2026		2024		2026		2024
Revenue	$	266,866	$	263,939	$	1,005,263	$	987,321
Cost of revenue		143,074		131,531		505,493		472,013
Gross profit		123,792		132,408		499,770		515,308
Operating expenses:
Research and <br> development		36,163		31,985		131,978		113,859
Sales and marketing		18,226		19,409		69,955		76,045
General and administrative		34,468		22,492		107,076		79,855
Amortization		14,074		10,099		39,410		49,437
Restructuring expenses and other		7,003		5,963		18,424		9,009
Total operating <br> expenses		109,934		89,948		366,843		328,205
Operating income		13,858		42,460		132,927		187,103
Interest income, net		7,784		8,965		34,971		33,489
Other expense, net		(2,117)		(154)		(4,996)		(145)
Income before provision for income <br> taxes		19,525		51,271		162,902		220,447
Provision for income <br> taxes		8,996		2,454		26,143		18,777
Net income	$	10,529	$	48,817	$	136,759	$	201,670
Earnings per share:
Basic	$	0.21	$	0.99	$	2.78	$	4.09
Diluted	$	0.21	$	0.98	$	2.78	$	4.06
Weighted average shares <br> outstanding:
Basic		49,344		49,374		49,123		49,343
Diluted		49,539		49,630		49,273		49,660

Exhibit 99.1

ONTO INNOVATION INC.

NON-GAAP FINANCIAL SUMMARY

(In thousands, except percentage and per share amounts) - (Unaudited)

	Three Months Ended						Twelve Months Ended
	January 3,<br>2026			December 28,<br>2024			January 3,<br>2026			December 28,<br>2024
Revenue	$	266,866		$	263,939		$	1,005,263		$	987,321
Gross profit	$	145,577		$	143,886		$	548,685		$	529,466
Gross margin as percentage of <br> revenue		55	%		55	%		55	%		54	%
Operating expenses	$	78,417		$	68,418		$	293,358		$	262,170
Operating income	$	67,160		$	75,468		$	255,327		$	267,296
Operating margin as a <br> percentage of revenue		25	%		29	%		25	%		27	%
Net income	$	62,258		$	74,831		$	243,495		$	265,023
Diluted earnings per share	$	1.26		$	1.51		$	4.94		$	5.34

Exhibit 99.1

ONTO INNOVATION INC.

GAAP TO NON-GAAP RECONCILLIATION

(In thousands, except percentages) - (Unaudited)

	Three Months Ended						Twelve Months Ended
	January 3,<br>2026			December 28,<br>2024			January 3,<br>2026			December 28,<br>2024
GAAP gross profit	$	123,792		$	132,408		$	499,770		$	515,308
Non-GAAP items:
Merger and acquisition related expenses		—			(15)			—			90
Restructuring expenses and other		21,785			11,493			48,915			14,068
Non-GAAP gross profit	$	145,577		$	143,886		$	548,685		$	529,466
GAAP gross margin as a<br> percentage of‌‌ revenue		46	%		50	%		50	%		52	%
Non-GAAP gross margin as a<br> percentage of revenue		55	%		55	%		55	%		54	%
GAAP operating income	$	13,858		$	42,460		$	132,927		$	187,103
Non-GAAP items:
Merger and acquisition related expenses		10,439			5,453			15,651			7,653
Restructuring expenses and other		28,789			17,456			67,339			23,077
Litigation expenses		—			—			—			27
Amortization of intangibles		14,074			10,099			39,410			49,437
Non-GAAP operating income	$	67,160		$	75,468		$	255,327		$	267,297
GAAP operating margin as a <br> percentage of revenue		5	%		16	%		13	%		19	%
Non-GAAP operating margin <br> as a percentage of revenue		25	%		29	%		25	%		27	%
GAAP net income	$	10,529		$	48,817		$	136,759		$	201,670
Non-GAAP items:
Merger and acquisition related expenses		10,439			5,453			15,651			7,652
Restructuring expenses and other		28,789			17,456			67,339			23,077
Litigation expenses		—			—			—			27
Amortization of intangibles		14,074			10,099			39,410			49,437
Net tax provision adjustments		(1,573)			(6,994)			(15,664)			(16,840)
Non-GAAP net income	$	62,258		$	74,831		$	243,495		$	265,023
Non-GAAP diluted earnings per share	$	1.26		$	1.51		$	4.94		$	5.34

Exhibit 99.1

ONTO INNOVATION INC

SUPPLEMENTAL INFORMATION - RECONCILIATION OF FIRST QUARTER 2026

GAAP TO NON-GAAP GUIDANCE

($ in millions, except percentages and per share data)

	Operating Income										EPS
	Low					High					Low			High
	Dollars		Margin			Dollars		Margin
Estimated GAAP	$	39.0		14.2	%	$	44.4		15.6	%	$	0.74		$	0.84
Estimated non-GAAP items:
Amortization of intangibles		25.1		9.1	%		25.1		8.8	%		0.50			0.50
Merger and acquisition related expenses		1.0		0.4	%		1.0		0.4	%		0.02			0.02
Restructuring expenses		5.0		1.8	%		5.0		1.7	%		0.10			0.10
Net tax provision adjustments		-		0	%		-		0	%		(0.10	)		(0.10	)
Estimated non-GAAP	$	70.1		25.5	%	$	75.5		26.5	%	$	1.26		$	1.36