ONTO / Onto Innovation Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Onto Innovation Inc.
US ˙ NYSE ˙ US6833441057

Mga Batayang Estadistika
LEI 549300V1USTYXJ7TNR79
CIK 704532
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Onto Innovation Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 7, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. On August 7, 2025, Onto Innovation Inc. announced in a news release its results for its fiscal second quarter ended June 28, 2025 and other related material information (the “Earnings

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): August 07, 2025 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

August 7, 2025 EX-99.1

Onto Innovation Reports 2025 Second Quarter Results

EXHIBIT 99.1 Onto Innovation Reports 2025 Second Quarter Results Wilmington, Mass., August 7, 2025 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the second quarter of 2025. Second Quarter Business and Financial Highlights: • Delivered a strong second quarter highlighted by revenue exceeding the midpoint of Onto’s previously

July 11, 2025 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporati

July 11, 2025 EX-10.1

Separation Agreement between Onto Innovation and Mark Slicer, dated July 9, 2025

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SEPARATION AGREEMENT AND RELEASE A. INTRODUCTION This Separation Agreement and Release (the “Agreement”) is entered into by and between Mark Slicer (“Employee”) and

June 30, 2025 EX-99.1

Onto Innovation Announces Agreement to Acquire Semilab International’s Materials Analysis Business Acquisition adds unique materials characterization technology for advanced nodes, advanced packaging and compound semiconductor applications Transactio

Exhibit 99.1 Onto Innovation Announces Agreement to Acquire Semilab International’s Materials Analysis Business Acquisition adds unique materials characterization technology for advanced nodes, advanced packaging and compound semiconductor applications Transaction expected to add over $130 million to Onto Innovation’s annual revenue, be immediately accretive to gross and operating margins, and inc

June 30, 2025 8-K

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): June 27, 2025 Onto Innovation Inc

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): June 27, 2025 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

June 30, 2025 EX-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.*

EX-2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT among SEMILAB INTERNATIONAL ZRT., as Seller SEMILAB USA LLC, as the Company SEMILAB ZRT., as Semilab Hungary and ONTO INNOVATION INC., as Buyer Dated as of June 27, 2025 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 1.1 Definitions 1 Article II PURCHASE AND SALE OF INTERESTS; CLOSING 17 2.1 Purchase and Sale of Interests; Purchase Price 17 2.2 Closin

June 16, 2025 EX-10.1

Employment Agreement between Onto Innovation Inc. and Brian Roberts, effective as of June 16, 2025

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into by and between Onto Innovation, Inc., a Delaware corporation (“Company”) and Brian Roberts (“Executive”) and is effective on June 16, 2025 (“Effective Date”). WHEREAS, the Company wishes to employ Executive as its Chief Financial Officer (“CFO”) beginning on the Effective Date; and WHEREAS, Executive desires

June 16, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 11, 2025 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

June 12, 2025 8-K

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): June 12, 2025 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

May 22, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01887 (Address of prin

May 22, 2025 EX-1.01

Conflict Minerals Report of Onto Innovation Inc.

Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Company” or “Onto Innovation”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period December 31, 2023, to December 28, 2024 (the “Reporting Period”). The Rule requires disclo

May 21, 2025 8-K

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

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): May 21, 2025 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

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

May 8, 2025 EX-99.1

Onto Innovation Reports 2025 First Quarter Results

Exhibit 99.1 Onto Innovation Reports 2025 First Quarter Results Record quarterly revenue boosted by growth in advanced nodes Wilmington, Mass., May 8, 2025 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first quarter of 2025. First Quarter Financial Highlights • Record revenue of $267 million, marking the seventh consecut

May 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 08, 2025 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

April 9, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

April 9, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

April 1, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 01, 2025 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 25, 2025 EX-10.15

Offer Letter to Ramil Yaldaei, dated April 25, 2023, by and between Ramil Yaldaei and Onto Innovation Inc.

Exhibit 10.15 April 25, 2023 Ramil Yaldaei [Address redacted] Dear Ramil: On behalf of Onto Innovation, I am pleased to offer you the position of Chief Operation Officer reporting to Mike Plisinski. Your transition will be effective May 5th, 2023. Your starting salary will remain at $12,115.38 per pay period, subject to required withholding and deductions, which when annualized is $315,000.00. You

February 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110

February 25, 2025 EX-19

Onto Innovation Inc. Insider Trading Policy

Exhibit 19 ONTO INNOVATION INC. Insider Trading Policy 1. Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “Executive Officer”) or employee of Onto Innovation Inc. (together with its subsidiaries

February 25, 2025 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Rudolph Technologies, Inc. U.S.A. 4D Technology Corporation U.S.A. Inspectrology LLC U.S.A. Onto Innovation Japan Co. Ltd. Japan Onto Innovation (Shanghai) Trading Co., Ltd. China Onto Innovation Germany GmbH Germany Onto Innovation Hong Kong Limited Hong Kong Onto Innovation Europe, B.V. Netherlands Onto Innovation Switzerland GmBH Switzerland Onto Inno

February 25, 2025 EX-10.3

Form of Director Stock Option Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan, as amended and restated

Exhibit 10.3 Onto Innovation Inc. Director Stock Option Agreement THIS AGREEMENT, dated , 20 (the “Grant Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and (the “Optionee”). 1. Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Onto Innovation 2020 Stock Plan, as amend

February 25, 2025 EX-10.4

Form of Executive Restricted Stock Unit Grant Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan, as amended and restated

EXHIBIT 10.4 Onto Innovation Inc. Executive Restricted Stock Unit Grant Agreement THIS AGREEMENT (“Agreement”), dated %%OPTIONDATE,'Month DD, YYYY'%-% (the “Award Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and %%FIRSTNAME%-% %%LASTNAME%-% (the “Participant”). 1. Definitions. All capitalized terms used in this Agreement without de

February 25, 2025 EX-10.16

Offer Letter to Srinivas Vedula, dated August 30, 2021

Exhibit 10.16 August 30, 2021 Srinivas Vedula [Address Redacted] Dear Srini, I’m excited to share that you been promoted to Senior Vice President Sales, effective August 30th, 2020. Congratulations! Your base salary will remain at $11,283.65 per pay period subject to required withholding and deductions, which when annualized is $293,375.00. You will be eligible to participate in the Company’s Key

February 25, 2025 EX-10.2

Form of Employee Stock Option Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan, as amended and restated

Exhibit 10.2 Onto Innovation Inc. Employee Stock Option Agreement THIS AGREEMENT, dated , 20 (the “Grant Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and (the “Optionee”). 1. Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Onto Innovation 2020 Stock Plan, as amend

February 25, 2025 EX-10.5

Form of Executive Performance Stock Unit Grant Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan, as amended and restated

EXHIBIT 10.5 Onto Innovation Inc. Executive Performance Stock Unit Grant Agreement THIS AGREEMENT (“Agreement”), dated %%OPTIONDATE,'Month DD, YYYY'%-% (the “Award Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and %%FIRSTNAME%-% %%LASTNAME%-% (the “Participant”). 1. Definitions. All capitalized terms used in this Agreement without d

February 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 06, 2025 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

February 6, 2025 EX-99.1

Onto Innovation Reports 2024 Fourth Quarter and Full Year Results Record quarterly revenue with full year revenue growth of 21%

EXHIBIT 99.1 Onto Innovation Reports 2024 Fourth Quarter and Full Year Results Record quarterly revenue with full year revenue growth of 21% Wilmington, Mass., February 6, 2025 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the fourth quarter and full year 2024. 2024 Fourth Quarter Financial Highlights • Record revenue of $26

December 2, 2024 8-K

Regulation FD Disclosure

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 27, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

October 31, 2024 EX-99.1

Onto Innovation Reports 2024 Third Quarter Results Solid execution drives revenue, gross margin and EPS in the upper half of guidance

EXHIBIT 99.1 Onto Innovation Reports 2024 Third Quarter Results Solid execution drives revenue, gross margin and EPS in the upper half of guidance Wilmington, Mass., October 31, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the third fiscal quarter of 2024. Third Quarter Financial Highlights • Revenue of $252 million le

October 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission F

August 8, 2024 EX-99.1

Onto Innovation Reports 2024 Second Quarter Results Strong demand for AI packaging and orders for emerging gate-all-around nodes drive revenue above high end of guidance

EXHIBIT 99.1 Onto Innovation Reports 2024 Second Quarter Results Strong demand for AI packaging and orders for emerging gate-all-around nodes drive revenue above high end of guidance Wilmington, Mass., August 8, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the second fiscal quarter of 2024. Second Quarter Financial Hig

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

August 8, 2024 EX-10.1

Onto Innovation Inc. 2020 Stock Plan, as Amended and Restated.

ONTO INNOVATION INC. 2020 STOCK PLAN, AS AMENDED AND RESTATED 1. Purposes of the Plan. The purposes of this 2020 Stock Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive St

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 08, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fi

July 16, 2024 EX-99.1

Onto Innovation Welcomes Stephen Schwartz to its Board of Directors

EXHIBIT 99.1 Onto Innovation Welcomes Stephen Schwartz to its Board of Directors Wilmington, Mass., July 16, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced Dr. Stephen Schwartz has joined its board of directors. With over 25 years of leadership experience in high technology companies, Dr. Stephen Schwartz brings a strong background in technic

July 16, 2024 8-K

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

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): July 16, 2024 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

May 30, 2024 EX-1.01

Conflict Minerals Report of Onto Innovation Inc.

Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Onto Innovation” or “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2023, to December 30, 2023 (the “Reporting Period”). The Rule requires disclosu

May 30, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01887 (Address of prin

May 22, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 22, 2024 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

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

May 9, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 09, 2024 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

May 9, 2024 EX-99.1

Onto Innovation Reports 2024 First Quarter Results Process control equipment for AI packaging drives revenue to high end of guidance

EXHIBIT 99.1 Onto Innovation Reports 2024 First Quarter Results Process control equipment for AI packaging drives revenue to high end of guidance Wilmington, Mass., May 9, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first fiscal quarter of 2024. First Quarter Financial Highlights • Revenue of $229 million, driven

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

April 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

March 18, 2024 8-K

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

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): March 15, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 18, 2024 EX-99.1

Onto Innovation Welcomes Susan Lynch to its Board of Directors

EXHIBIT 99.1 Onto Innovation Welcomes Susan Lynch to its Board of Directors Wilmington, Mass., March 18, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced Susan Lynch has joined its board of directors. With over 30 years of leadership experience in high technology companies, Susan Lynch brings a strong background in financial leadership to Onto

February 26, 2024 EX-10.7

Form of Director Restricted Stock Unit Purchase Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan

EXHIBIT 10.7 Onto Innovation Inc. Director Restricted Stock Unit Purchase Agreement THIS AGREEMENT (“Agreement”), dated (the “Award Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and MERGEFIELD First «First» MERGEFIELD Last «Last» (the “Participant”). 1. Definitions. All capitalized terms used in this Agreement without definition sha

February 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110

February 26, 2024 EX-97

Onto Innovation Inc. Incentive Compensation Recovery Policy

EXHIBIT 97 Onto Innovation Inc. Incentive Compensation Recovery Policy I. Purpose The purpose of this Incentive Compensation Recovery Policy, as may be amended from time to time (“Policy”), is to describe the circumstances under which the Covered Executives (as defined below) will be required to repay or return Incentive Compensation (as defined below) to Onto Innovation Inc. (the “Company”). Each

February 26, 2024 EX-10.6

Form of Employee Restricted Stock Unit Agreement for usage under the Onto Innovation Inc. 2020 Stock Plan

EXHIBIT 10.6 Onto Innovation Inc. Employee Restricted Stock Unit Purchase Agreement THIS AGREEMENT (“Agreement”), dated , 20 (the “Award Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and (the “Participant”). 1. Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Onto I

February 26, 2024 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Rudolph Technologies, Inc. U.S.A. 4D Technology Corporation U.S.A. Inspectrology LLC U.S.A. Onto Innovation Japan Co. Ltd. Japan Onto Innovation (Shanghai) Trading Co., Ltd. China Nanometrics China Company Ltd. China Onto Innovation Germany GmbH Germany Onto Innovation Hong Kong Limited Hong Kong Onto Innovation Europe, B.V. Netherlands Onto Innovation S

February 13, 2024 SC 13G/A

ONTO / Onto Innovation Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01615-ontoinnovationinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Onto Innovation Inc Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to design

February 8, 2024 EX-99.1

Onto Innovation Reports 2023 Fourth Quarter and Full Year Results Fourth quarter revenue of $219 million exceeded high end of guidance range

EXHIBIT 99.1 Onto Innovation Reports 2023 Fourth Quarter and Full Year Results Fourth quarter revenue of $219 million exceeded high end of guidance range Wilmington, Mass., February 8, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the fourth quarter and full year 2023. 2023 Fourth Quarter Financial Highlights • Quarterl

February 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 08, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

January 12, 2024 8-K

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

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): January 08, 2024 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission F

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

November 9, 2023 EX-99.1

Onto Innovation Reports 2023 Third Quarter Results

EXHIBIT 99.1 Onto Innovation Reports 2023 Third Quarter Results Wilmington, Mass., November 9, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the third fiscal quarter of 2023. Third Quarter Financial Highlights • Revenue of $207 million was impacted by approximately $10 million as a result of two delayed lithography syst

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 09, 2023 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

September 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 15, 2023 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

September 15, 2023 EX-10.1

Employment Agreement, dated as of September 15, 2023, by and between Onto Innovation Inc. and Michael P. Plisinski* incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 15, 2023 (File No. 001-39110).

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into by and between Onto Innovation, Inc., a Delaware corporation (“Company”) and Michael P. Plisinski (“Executive”) and is effective on Septembe

August 10, 2023 EX-99.1

Onto Innovation Reports 2023 Second Quarter Results

EXHIBIT 99.1 Onto Innovation Reports 2023 Second Quarter Results Wilmington, Mass., August 10, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the second fiscal quarter of 2023. Second Quarter Financial Highlights • Expected revenue reduced by three lithography system shipments that were delayed to add a customer-specific

August 10, 2023 8-K

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

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): August 10, 2023 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-391

May 16, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01887 (Address of prin

May 16, 2023 EX-1.01

Conflict Minerals Report of Onto Innovation Inc.

EX-1.01 2 onto-ex101.htm EX-1.01 Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Onto Innovation” or “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 2, 2022, to December 31, 2022 (the “Reporting Per

May 9, 2023 8-K

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

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): May 09, 2023 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

May 4, 2023 8-K

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

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): May 04, 2023 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

May 4, 2023 EX-99

Onto Innovation Reports 2023 First Quarter Results

EXHIBIT 99.1 Onto Innovation Reports 2023 First Quarter Results Wilmington, Mass., May 4, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first fiscal quarter of 2023. 2023 First Quarter Financial Highlights • Total revenue of $199 million. • GAAP operating income and GAAP net income of $29 million. • Non-GAAP operati

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

April 26, 2023 8-K

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

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): April 26, 2023 Onto Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

March 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

March 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

February 24, 2023 EX-21

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Rudolph Technologies, Inc. U.S.A. 4D Technology Corporation U.S.A. Inspectrology LLC U.S.A. Onto Innovation Japan Co. Ltd. Japan Onto Innovation (Shanghai) Trading Co., Ltd. China Nanometrics China Company Ltd. China Onto Innovation Germany GmbH Germany Onto Innovation Hong Kong Limited Hong Kong Onto Innovation Europe, B.V. Netherlands Onto Innovation S

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110

February 24, 2023 EX-10

Form of Executive Change in Control Agreement

EXHIBIT 10.13 EXECUTIVE CHANGE IN CONTROL AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT is entered into as of [DATE] (this “Agreement”), by and between Onto Innovation Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”). RECITALS WHEREAS, the Company desires to create a greater incentive for Executive to remain in the employ of the Company, including in the event of a

February 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 09, 2023 ONTO Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission

February 9, 2023 EX-99.1

Onto Innovation Reports 2022 Fourth Quarter and Full Year Results Record annual revenue of $1.005 billion, resulting in 27% year-over-year growth

EXHIBIT 99.1 Onto Innovation Reports 2022 Fourth Quarter and Full Year Results Record annual revenue of $1.005 billion, resulting in 27% year-over-year growth Wilmington, Mass., February 9, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the fourth quarter and full year 2022. 2022 Fourth Quarter Financial Highlights • Qua

February 9, 2023 SC 13G/A

ONTO / Onto Innovation Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01585-ontoinnovationinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Onto Innovation Inc. Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to desig

January 24, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 24, 2023 ONTO Innovation Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission F

January 24, 2023 EX-99.1

Onto Innovation Welcomes Stephen D. Kelley to its Board of Directors

EXHIBIT 99.1 Onto Innovation Welcomes Stephen D. Kelley to its Board of Directors Wilmington, Mass., January 24, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced Stephen D. Kelley has joined its board of directors. With over 30 years of leadership experience within the semiconductor industry, Steve Kelley brings to Onto Innovation’s board of di

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 1, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

November 10, 2022 EX-10.1

Executive Change in Control Agreement, dated July 5, 2022, by and between Onto Innovation Inc. and Yoon Ah Oh

EXHIBIT 10.1 EXECUTIVE CHANGE IN CONTROL AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT is entered into as of July 5, 2022 (this ?Agreement?), by and between Onto Innovation Inc., a Delaware corporation (the ?Company?), and Yoon Ah Oh (the ?Executive?). RECITALS WHEREAS, the Company desires to create a greater incentive for Executive to remain in the employ of the Company, including in the e

October 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

October 27, 2022 EX-99.1

Onto Innovation Announces Third Quarter 2022 Results Revenue of $254 million, resulting in 27% growth over the same period last year Net income of $52 million, resulting in 43% growth over the same period last year

Exhibit 99.1 Onto Innovation Announces Third Quarter 2022 Results Revenue of $254 million, resulting in 27% growth over the same period last year Net income of $52 million, resulting in 43% growth over the same period last year Wilmington, Mass., October 27, 2022 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation,? ?Onto,? or the ?Company?) today announced financial results for the third quarte

August 9, 2022 EX-99.1

Onto Innovation Announces Results for Second Quarter 2022 Record revenue of $256 million, resulting in 33% growth over the same period last year Net income of $52 million, resulting in 47% growth over the same period last year

EXHIBIT 99.1 Onto Innovation Announces Results for Second Quarter 2022 Record revenue of $256 million, resulting in 33% growth over the same period last year Net income of $52 million, resulting in 47% growth over the same period last year Wilmington, Mass., August 9, 2022 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation,? ?Onto,? or the ?Company?) today announced financial results for the se

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fil

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 2, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-391

May 17, 2022 EX-99.1

Onto Innovation Appoints Boston Scientific Senior Financial Executive as Chief Financial Officer Company thanks retiring CFO Steven Roth for 26 years of outstanding service

EXHIBIT 99.1 Onto Innovation Appoints Boston Scientific Senior Financial Executive as Chief Financial Officer Company thanks retiring CFO Steven Roth for 26 years of outstanding service Wilmington, Mass., May 17, 2022 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation,? ?Onto,? or the ?Company?) today announced the appointment of Mark Slicer to succeed Steve Roth as Onto Innovation?s chief fina

May 17, 2022 EX-10.1

Offer Letter to Mark Slicer, dated April 1, 2022, by and between Mark Slicer and Onto Innovation Inc.

EXHIBIT 10.1 April 1, 2022 Mark Slicer [Address Redacted] Dear Mark, I am pleased to offer you the position of Chief Financial Officer on a Regular, Full-time basis, reporting to me (Mike Plisinski) in our Wilmington, MA location. Your start date is projected to be May 17th, 2022; however, it may be later as it is subject to the conditions set forth herein. Your compensation package includes the f

May 17, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 17, 2022 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

May 12, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01887 (Address of prin

May 12, 2022 EX-1.01

Onto Innovation Inc. Conflict Minerals Report

EX-1.01 2 onto-ex1016.htm EX-1.01 Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Onto Innovation” or “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period December 27, 2020, to January 1, 2022 (the “Reporting Pe

May 10, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 10, 2022 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

May 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 3, 2022 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 N

May 3, 2022 EX-10.1

Offer Letter to Yoon Ah E. Oh, dated October 4, 2021, by and between Yoon Ah E. Oh and Onto Innovation Inc.

Exhibit 10.1 October 4, 2021 Yoon Ah E. Oh [Address Redacted] Dear Yoon Ah, I am pleased to offer you the position of General Counsel on a Regular, Full time basis, reporting to me (Mike Plisinski) in our Wilmington, MA location. Your start date is projected to be October 25th, 2021 however, it may be a later date as it is subject to the conditions set forth herein. Your compensation package inclu

May 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

May 3, 2022 EX-99.1

Onto Innovation Reports 2022 First Quarter Results Record quarterly revenue of $241 million exceeds guidance, resulting in 43% year-over-year growth Record quarterly net income of $53 million increased 121% over the same period last year

EXHIBIT 99.1 Onto Innovation Reports 2022 First Quarter Results Record quarterly revenue of $241 million exceeds guidance, resulting in 43% year-over-year growth Record quarterly net income of $53 million increased 121% over the same period last year Wilmington, Mass., May 3, 2022 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation,? ?Onto,? or the ?Company?) today announced financial results fo

March 31, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 31, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 onto-def14a20220510.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

March 31, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 21, 2022 EX-99.1

Onto Innovation Welcomes May Su to its Board of Directors

EXHIBIT 99.1 Onto Innovation Welcomes May Su to its Board of Directors Wilmington, Mass., March 21, 2022 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation?, ?Onto?, or the ?Company?) today announced May Su has joined its board of directors. With over 35 years of leadership experience within the semiconductor capital equipment industry, May Su brings a strong background in strategy and strategi

March 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 21, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fil

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 1, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110 ON

February 25, 2022 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Rudolph Technologies, Inc. U.S.A. 4D Technology Corporation U.S.A. Inspectrology LLC U.S.A. Onto Innovation Japan Co. Ltd. Japan Onto Innovation (Shanghai) Trading Co., Ltd. China Nanometrics China Company Ltd. China Onto Innovation Germany GmbH Germany Onto Innovation Hong Kong Limited Hong Kong Onto Innovation Europe, B.V. Netherlands Onto Innovation F

February 10, 2022 SC 13G/A

ONTO / Onto Innovation Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Onto Innovation Inc. Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 8, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

February 8, 2022 EX-99.1

Onto Innovation Reports 2021 Fourth Quarter and Full Year Results Record quarterly revenue of $226 million exceeds guidance, resulting in 45% year-over-year growth Continued incremental revenue growth forecasted for the first quarter of 2022

Onto Innovation Reports 2021 Fourth Quarter and Full Year Results Record quarterly revenue of $226 million exceeds guidance, resulting in 45% year-over-year growth Continued incremental revenue growth forecasted for the first quarter of 2022 Wilmington, Mass.

January 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 18, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

January 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 5, 2022 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fi

December 20, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

November 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

November 4, 2021 EX-10.1

Onto Innovation Inc. 2020 Stock Plan form of employee incentive restricted stock unit purchase agreement.

EXHIBIT 10.1 Onto Innovation Inc. Employee Incentive Restricted Stock Unit Purchase Agreement THIS AGREEMENT (?Agreement?), dated , 20(the ?Award Date?), is made between OntoInnovationInc.,aDelawarecorporation,hereinafterreferredtoasthe?Company,?and (the ?Participant?). 1. Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Onto Inno

November 4, 2021 EX-99.1

Onto Innovation Reports 2021 Third Quarter Results Record quarterly revenue exceeds guidance, resulting in 59% year-over-year growth Continued revenue growth expected for the fourth quarter extending into 2022

EXHIBIT 99.1 Onto Innovation Reports 2021 Third Quarter Results Record quarterly revenue exceeds guidance, resulting in 59% year-over-year growth Continued revenue growth expected for the fourth quarter extending into 2022 Wilmington, Mass., November 4, 2021 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation,? ?Onto,? or the ?Company?) today announced financial results for the third quarter of

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

October 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 1, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fi

September 13, 2021 EX-99.1

###

EXHIBIT 99.1 Onto Innovation Welcomes Karen Rogge to its Board of Directors Wilmington, Mass., September 13, 2021 ? Onto Innovation Inc. (NYSE: ONTO) (?Onto Innovation?, ?Onto?, or the ?Company?) today announced Karen Rogge has joined its board of directors. Karen Rogge is a skilled financial and operational executive with a strategic mindset focused on transformational growth and optimizing opera

September 13, 2021 EX-10.1

Form of Indemnification Agreement

Exhibit 10.1 ONTO INNOVATION INC. INDEMNITY AGREEMENT This Indemnity Agreement (this ?Agreement?) dated as of , 20is made by and between Onto Innovation Inc., a Delaware corporation (the ?Company?), and [Name], a director or officer of the Company or one of the Company?s subsidiaries (?Indemnitee?). RECITALS A.The Company is aware that competent and experienced persons are increasingly reluctant t

September 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 7, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

August 27, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 23, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fi

August 5, 2021 EX-10.1

Onto Innovation Inc. 2020 Stock Plan amended form of restricted stock units purchase agreements and performance stock unit purchase agreements.

EXHIBIT 10.1 Onto Innovation Inc. Employee Restricted Stock Unit Purchase Agreement THIS AGREEMENT (?Agreement?), dated , 20(the ?Award Date?), is made between OntoInnovationInc.,aDelawarecorporation,hereinafterreferredtoasthe?Company,?and (the ?Participant?). 1.Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Onto Innovation 2020

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fil

August 5, 2021 EX-99.1

Onto Innovation Reports 2021 Second Quarter Results Record quarterly revenue exceeds guidance resulting in 43% year over year growth Continued revenue growth expected for the second half of 2021

EXHIBIT 99.1 Onto Innovation Reports 2021 Second Quarter Results Record quarterly revenue exceeds guidance resulting in 43% year over year growth Continued revenue growth expected for the second half of 2021 Wilmington, Mass., August 5, 2021 ? Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the second quarter of 2021. 2021 Second Quarter Highlights ? Quarterly revenue of $1

July 14, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 13, 2021 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

July 12, 2021 SC 13G/A

ONTO / Onto Innovation Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Onto Innovation Inc. Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: June 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Ru

May 21, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter)

SD 1 onto-sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01

May 21, 2021 EX-1.01

Onto Innovation Inc. Conflict Minerals Report

EX-1.01 2 onto-ex1016.htm EX-1.01 Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Onto Innovation” or “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2020, to December 26, 2020 (the “Reporting Pe

May 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 11, 2021 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

April 29, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 27, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

April 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 29, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fil

April 29, 2021 EX-99.1

Onto Innovation Reports 2021 First Quarter Results Record quarterly revenue exceeds guidance resulting in 21% year over year growth Second quarter guidance exceeds consensus street estimates

Exhibit 99.1 Onto Innovation Reports 2021 First Quarter Results Record quarterly revenue exceeds guidance resulting in 21% year over year growth Second quarter guidance exceeds consensus street estimates Wilmington, Mass., April 29, 2021 ? Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the first quarter of 2021. 2021 First Quarter Highlights ? Quarterly revenue of $169.3 m

April 1, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 1, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 1, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

February 19, 2021 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Rudolph Technologies, Inc. U.S.A. 4D Technology Corporation U.S.A. Onto Innovation Japan Co. Ltd. Japan Onto Innovation (Shanghai) Trading Co., Ltd. China Nanometrics China Company Ltd. China Onto Innovation Germany GmbH Germany Accent Optical Technologies (Germany) GmbH Germany Rudolph Technologies Hong Kong Limited Hong Kong Onto Innovation Europe, B.V

February 19, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 26, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Onto Innovation Inc (Name of Issuer) Common Stock (Title of Class of Securities) 683344105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Onto Innovation Inc. Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 4, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

February 4, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ONTO INNOVATION INC. (Name of Issuer) Common Stock (Title of Class of Securities) 683344105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 4, 2021 EX-99.1

Onto Innovation Reports 2020 Fourth Quarter and Full Year Results Metrology Systems for Advanced Nodes Contribute to 23% Quarterly Growth Operating Income Increased 58% Over the Third Quarter

Exhibit 99.1 Onto Innovation Reports 2020 Fourth Quarter and Full Year Results Metrology Systems for Advanced Nodes Contribute to 23% Quarterly Growth Operating Income Increased 58% Over the Third Quarter Wilmington, Mass., February 4, 2021 – Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the fourth quarter and full year results for 2020. 2020 Fourth Quarter and Full Year

January 8, 2021 EX-99.1

###

Exhibit 99.1 Onto Innovation Adds Overlay Metrology Capability with the Acquisition of Inspectrology, LLC • Expands position in the high growth compound semiconductor market driven by higher content in 5G RF and electric vehicles • Onto Innovation’s Advanced Process Control (APC) software and Dragonfly® System are expected to provide revenue synergies when combined with Inspectrology products Wilm

January 8, 2021 8-K

Financial Statements and Exhibits, Other Events

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): January 7, 2021 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fi

November 24, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

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 23, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

November 24, 2020 EX-99.1

Onto Innovation Announces $100 million Share Repurchase Authorization

Exhibit 99.1 NEWS RELEASE Onto Innovation Announces $100 million Share Repurchase Authorization 11/23/2020 WILMINGTON, Mass.-(BUSINESS WIRE)- Onto Innovation Inc. (NYSE: ONTO) today announced that its Board of Directors approved a $100 million share repurchase authorization. This authorization replaces the remaining balance of $28 million from the prior repurchase authorization. Repurchases may be

November 2, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

November 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 2, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

November 2, 2020 EX-99.1

Onto Innovation Reports 2020 Third Quarter Results Forecasting 19% Growth at Midpoint of Q4 Guidance

EXHIBIT 99.1 Onto Innovation Reports 2020 Third Quarter Results Forecasting 19% Growth at Midpoint of Q4 Guidance Wilmington, Mass., November 2, 2020 – Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the third quarter of 2020. • Revenue of $126.5 million was impacted by the timing in metrology spending predominantly from two customers. • Specialty device and advanced packag

August 6, 2020 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 6, 2020 Registration No.

August 5, 2020 EX-10.1

Onto Innovation Inc. Amended 2020 Employee Stock Purchase Plan

EXHIBIT 10.1 ONTO INNOVATION INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Pl

August 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39

August 4, 2020 EX-99.1

Onto Innovation Reports 2020 Second Quarter Results

Exhibit 99.1 Onto Innovation Reports 2020 Second Quarter Results Wilmington, Mass., August 4, 2020 – Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the second quarter of 2020. 2020 Second Quarter Highlights • Revenue of $134.9 million. • GAAP earnings of $0.15 per share were at the high end of guidance, while non-GAAP earnings of $0.42 were above the high end of guidance.

August 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission Fil

May 29, 2020 EX-1.01

Conflict Minerals Report of Onto Innovation Inc.

Exhibit 1.01 Onto Innovation Inc. Conflict Minerals Report This Conflict Minerals Report (the “Report”) of Onto Innovation Inc. (the “Onto Innovation” or “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2019, to December 31, 2019 (the “Reporting Period”). The Rule requires disclosu

May 29, 2020 SD

- SD

SD 1 onto-sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report ONTO INNOVATION INC. (Exact name of Registrant as specified in charter) Delaware 000-39110 94-2276314 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 16 Jonspin Road, Wilmington, Massachusetts 01

May 19, 2020 S-8

- S-8

As filed with the Securities and Exchange Commission on May 19, 2020 Registration No.

May 19, 2020 EX-10.2

Onto Innovation Inc. 2020 Employee Stock Purchase Plan.

Exhibit 10.2 ONTO INNOVATION INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Pl

May 14, 2020 EX-10.1

Onto Innovation Inc. 2020 Stock Plan and forms of restricted stock units purchase agreements, performance stock unit purchase agreements and stock option agreements

Exhibit 10.1 ONTO INNOVATION INC. 2020 STOCK PLAN 1.Purposes of the Plan. The purposes of this 2020 Stock Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options,

May 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 12, 2020 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

May 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 28, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

May 5, 2020 EX-99.1

Onto Innovation Reports 2020 First Quarter Results

EX-99.1 2 onto-ex99116.htm EX-99.1 - PRESS RELEASE Exhibit 99.1 Onto Innovation Reports 2020 First Quarter Results • Sequential revenue growth of 16% at upper end of guidance Wilmington, Mass. – May 5, 2020 – Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the first quarter of 2020. Comparisons to the fourth quarter of 2019 and the first quarter of 2019 do not include the f

May 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2020 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 N

April 3, 2020 DEFA14A

NANO / Nanometrics, Inc. DEFA14A - - DEFA14A

DEFA14A 1 onto-defa14a20200512.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

April 3, 2020 DEF 14A

NANO / Nanometrics, Inc. DEF 14A - - DEF 14A

DEF 14A 1 onto-def14a20200512.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

April 3, 2020 DEFA14A

NANO / Nanometrics, Inc. DEFA14A - - DEFA14A

DEFA14A 1 onto-defa14a20200512.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

March 23, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 28, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

February 25, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39110

February 25, 2020 EX-4.1

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES References to “we,” “us” or “our” herein are to Onto Innovation Inc. Description of Capital Stock The following is a summary of information concerning our capital stock. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of our amended and restated certificate of incorporation and our amended and restated b

February 25, 2020 EX-21.1

SUBSIDIARIES

EX-21.1 4 onto-ex211472.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES NameJurisdiction Rudolph Technologies, Inc.U.S.A. 4D Technology CorporationU.S.A. Rudolph Technologies Japan K.K.Japan Nanometrics Japan K.K.Japan Rudolph Technologies (Shanghai) Trading Co., Ltd.China Nanometrics China Company Ltd.China Rudolph Technologies Germany GmbHGermany Accent Optical Technologies (Germany) GmbHGermany Rudolph T

February 25, 2020 EX-4.2

Form of Common Stock Certificate

EX-4.2 3 onto-ex42503.htm EX-4.2 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PO BOX 505006, Louisville, KY 40233-5006 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4PAR VALUE $0.001 COMMON STOCK Certificate Number ZQ00000000 THIS CERTIFIES THAT is the owner of ONTO INNOVATION INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample ***

February 12, 2020 SC 13G/A

ONTO / Onto Innovation Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ONTO INNOVATION INC (Name of Issuer) Common Stock (Title of Class of Securities) 683344105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 12, 2020 SC 13G/A

ONTO / Onto Innovation Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Onto Innovation Inc Title of Class of Securities: Common Stock CUSIP Number: 683344105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

February 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 6, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

February 6, 2020 EX-99.1

Onto Innovation Reports 2019 Fourth Quarter and Full Year Results

EX-99.1 2 onto-ex99116.htm EX-99.1 Exhibit 99.1 Onto Innovation Reports 2019 Fourth Quarter and Full Year Results Wilmington, Mass. – February 6, 2020 – Onto Innovation Inc. (NYSE: ONTO) today announced financial results for the fourth quarter and full year of 2019. The fourth quarter financial results are the first reported period since the completion of the merger between Nanometrics Incorporate

January 28, 2020 SC 13G

ONTO / Onto Innovation Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nanometrics Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 683344105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

January 27, 2020 EX-3.1

Amended and Restated Bylaws of Onto Innovation Inc.

EXHIBIT 99.1 AMENDED AND RESTATED BYLAWS OF ONTO INNOVATION INC. (As Amended Effective January 22, 2020) TABLE OF CONTENTS Page ARTICLE I. CORPORATE OFFICES 1 1.1. REGISTERED OFFICE 1 1.2. OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1. PLACE OF MEETINGS 1 2.2. ANNUAL MEETING 1 2.3. SPECIAL MEETING 1 2.4. NOTICE OF STOCKHOLDERS’ MEETINGS 1 2.5. ADVANCE NOTICE OF STOCKHOLDER NOMINEES AN

January 27, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

January 27, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): January 22, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

January 22, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 17, 2020 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

November 12, 2019 8-K

Financial Statements and Exhibits

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 11, 2019 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission

November 12, 2019 EX-16.1

Letter dated November 12, 2019 from PricewaterhouseCoopers LLP to the SEC

Exhibit 16.1 November 12, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Onto Innovation Inc., formerly known as Nanometrics Incorporated (“Onto Innovation”) (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Onto Innovation, dated No

November 8, 2019 S-8

ONTO / Onto Innovation Inc. S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

November 7, 2019 EX-99.1

Onto Innovation Reports Third Quarter 2019 Results, Combined Company Guidance and Additional Merger Details

Exhibit 99.1 Onto Innovation Reports Third Quarter 2019 Results, Combined Company Guidance and Additional Merger Details Wilmington, Mass. – November 7, 2019 – Onto Innovation Inc. (NYSE: ONTO) today reported financial results for the third quarter of 2019 for Rudolph Technologies and Nanometrics Incorporated on a standalone basis, the last quarter prior to their merger completed on October 25, 20

November 7, 2019 8-K

Financial Statements and Exhibits

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 7, 2019 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

November 7, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-39110 ONTO

November 6, 2019 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2019 ONTO INNOVATION INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorpor

November 6, 2019 8-K

Financial Statements and Exhibits

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 6, 2019 ONTO INNOVATION INC. (Exact name of registrant as specified in its charter) Delaware 001-39110 94-2276314 (State or other jurisdiction of incorporation) (Commission F

November 6, 2019 EX-10.1

Form of Indemnity Agreement

Exhibit 10.1 ONTO INNOVATION INC. INDEMNITY AGREEMENT This Indemnity Agreement (this “Agreement”) dated as of , 20 is made by and between Onto Innovation Inc., a Delaware corporation (the “Company”), and , a director or officer of the Company or one of the Company’s subsidiaries (“Indemnitee”). RECITALS A.The Company is aware that competent and experienced persons are increasingly reluctant to ser

October 28, 2019 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 25, 2019 ONTO INNOVATION INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39110 94-2276314 (State or Other Jurisdiction of Incorporation) (Commission F

October 28, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of Nanometrics Incorporated, dated October 25, 2019.

EX-3.1 2 d823487dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOMETRICS INCORPORATED Nanometrics Incorporated, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: ONE: The original name of this corporation was MINOR LEAGUE MERGER CORPORATION and the date of filing the original Certificate of Incorporation

October 28, 2019 EX-3.3

Amended and Restated Bylaws of Onto Innovation, Inc., dated October 25, 2019.

EX-3.3 4 d823487dex33.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF ONTO INNOVATION INC. TABLE OF CONTENTS Page ARTICLE I. CORPORATE OFFICES 1 1.1. REGISTERED OFFICE 1 1.2. OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1. PLACE OF MEETINGS 1 2.2. ANNUAL MEETING 1 2.3. SPECIAL MEETING 1 2.4. NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5. ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKH

October 28, 2019 EX-14.2

Financial Code of Ethics of Onto Innovation, Inc., dated October 25, 2019.

EX-14.2 6 d823487dex142.htm EX-14.2 Exhibit 14.2 ONTO INNOVATION FINANCIAL INFORMATION INTEGRITY POLICY As a public company, the integrity of the financial information of Onto Innovation Inc. (“Onto Innovation”) is paramount. It guides the decisions of the Board of Directors and is relied upon by our shareholders and the financial markets. Onto Innovation has a Code of Business Conduct and Ethics

October 28, 2019 EX-99.1

Onto Innovation Merger Successfully Completed, Combining Nanometrics and Rudolph Technologies

EX-99.1 Exhibit 99.1 Onto Innovation Merger Successfully Completed, Combining Nanometrics and Rudolph Technologies Wilmington, Mass., October 28, 2019 – Onto Innovation Inc. (NYSE: ONTO) today announced the successful completion on October 25, 2019 of the previously announced merger of equals between Nanometrics Incorporated and Rudolph Technologies, Inc. Headquartered in Wilmington, Massachusetts

October 28, 2019 EX-14.1

Code of Business Conduct Ethics of Onto Innovation, Inc., dated October 25, 2019.

EX-14.1 5 d823487dex141.htm EX-14.1 Exhibit 14.1 ONTO INNOVATION INC. CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees (“Employees”) of Onto Innovation Inc. and its subsidiaries worldwide (“Onto Innovation”). The Code covers a wide range of business practices and procedures. While it does not cov

October 28, 2019 EX-3.2

Amended and Restated Certificate of Incorporation of Nanometrics Incorporated, dated October 25, 2019 (to change name from Nanometrics Incorporated to Onto Innovation Inc.)

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOMETRICS INCORPORATED Nanometrics Incorporated, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: ONE: The original name of this corporation was MINOR LEAGUE MERGER CORPORATION and the date of filing the original Certificate of Incorporation of this corporation with t

October 25, 2019 8-A12B

Form 8-A

8-A12B 1 d807123d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ONTO INNOVATION INC. (Exact Name of Registrant as Specified in its Charter) Delaware 94-2276314 (State of Incorporation or Organization) (I.R.S. Employer Identific

October 25, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): October 24, 2019 Nanometrics Incorporated (Exact name of Registrant as Specified in Its Charter) Delaware 000-13470 94-2276314 (State or Other Jurisdiction of Incorporation) (Commissi

October 25, 2019 25

NANO / Nanometrics, Inc. 25 - - 25

25 1 d822830d25.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-13470 Issuer: NANOMETRICS INCORPORATED Exchange: The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange wher

October 15, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 425

425 1 d818725d425.htm 425 Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Rudolph Technologies, Inc. (Commission File No. 001-36226) Combination of Nanometrics and Rudolph Technologies to Create Onto Innovation MILPITAS, Calif. and WI

October 15, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 425

425 1 d817715d425.htm 425 Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Rudolph Technologies, Inc. (Commission File No. 001-36226) News Nanometrics and Rudolph Technologies Jointly Announce Combined Company is Expected to Hold 2019

October 11, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 425

425 1 d819715d425.htm 425 Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Nanometrics Incorporated (Commission File No. 000-13470) Dated: October 11, 2019 On October 11, 2019, MacKenzie Partners, Inc., the proxy solicitor for Nanometric

October 11, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 425

425 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): October 11, 2019 nanometrics (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission File N

October 11, 2019 8-K

Other Events

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): October 11, 2019 nanometrics (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission File Numbe

September 10, 2019 424B3

MERGER, CHARTER & SHARE ISSUANCE PROPOSALS—YOUR VOTE IS VERY IMPORTANT

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-233304 MERGER, CHARTER & SHARE ISSUANCE PROPOSALS—YOUR VOTE IS VERY IMPORTANT Dear Stockholder: On June 23, 2019, Nanometrics Incorporated, which is referred to as Nanometrics, Rudolph Technologies, Inc., which is referred to as Rudolph, and PV Equipment Inc., a wholly-owned subsidiary of Nanometrics, which is referred t

September 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 6, 2019 Nanometrics Incorporated (Exact name of Registrant as Specified in Its Charter) Delaware 001-13470 94-2276314 (State or Other Jurisdiction of Incorporation) (Commiss

September 6, 2019 EX-10.1

Retention Bonus Agreement, dated September 6, 2019, between Nanometrics Incorporated and Greg Swyt.

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com September 6, 2019 Dear Greg: As you know, Nanometrics Incorporated ("Nanometrics") and Rudolph Technologies, Inc. ("Rudolph") have entered into a merger agreement with the intention to combine the two companies. As a critical employee we expect you will be essential to the proper

September 6, 2019 EX-99.9

Form of Proxy Card for Special Meeting of Nanometrics Incorporated

EX-99.9 9 d723835dex999.htm EX-99.9 Exhibit 99.9 PRELIMINARY COPY NANOMETRICS INCORPORATED 1550 BUCKEYE DRIVE MILPITAS, CA 95035 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [●], 2019. Have your proxy card in hand when you access the web site and follow the instructions to o

September 6, 2019 S-4/A

NANO / Nanometrics, Inc. S-4/A - - AMENDMENT NO. 1 TO FORM S-4

Amendment No. 1 to Form S-4 Table of Contents As filed with the U.S. Securities and Exchange Commission on September 6, 2019 Registration No. 333-233304 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NANOMETRICS INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 38

September 6, 2019 EX-99.10

Form of Proxy Card for Special Meeting of Rudolph Technologies, Inc.

EX-99.10 Exhibit 99.10 Exhibit 99.10 PRELIMINARY COPY NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice and Proxy Statement are available at www.rudolphtech.com/writable/files/mergerproxy.pdf RUDOLPH TECHNOLOGIES, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RUDOLPH TECHNOLOGIES, INC. The undersigned stockholder(s) of Rudolph Technologies, Inc., a Delaware

September 6, 2019 EX-99.2

Consent of Morgan Stanley & Co. LLC

EX-99.2 Exhibit 99.2 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in Amendment No. 1 to the Registration Statement of Nanometrics Incorporated on Form S-4 and in the Joint Proxy Statement/Prospectus of Nanometrics Incorporated and Rudolph Technologies, Inc., which is part of the Registration Statement, of our opinion dated June 23, 2019, appearing as Annex E to such Joint Proxy

September 6, 2019 EX-99.1

Consent of Barclays Capital Inc.

EX-99.1 Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States September 6, 2019 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated June 23, 2019, to the Board of Directors of Nanometrics Incorporated (the “Company”), as an Annex to the joint proxy statement/prospectus that forms a part of Amendment No. 1 to the Registration Statement on

September 6, 2019 CORRESP

NANO / Nanometrics, Inc. CORRESP - -

CORRESP 1 filename1.htm Nanometrics Incorporated 1550 Buckeye Drive Milpitas, California 95035 September 6, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Amanda Ravitz Heather Percival Re: Nanometrics Incorporated for Acceleration of Effective Date Registration Statement on Form S-4, as amended (

August 15, 2019 EX-99.8

Consent of John R. Whitten to be named as a director

EX-99.8 11 d723835dex998.htm EX-99.8 Exhibit 99.8 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, John R. Whitten, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or suppl

August 15, 2019 EX-99.2

Consent of Morgan Stanley & Co. LLC

EX-99.2 Exhibit 99.2 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Nanometrics Incorporated on Form S-4 and in the Joint Proxy Statement/Prospectus of Nanometrics Incorporated and Rudolph Technologies, Inc., which is part of the Registration Statement, of our opinion dated June 23, 2019, appearing as Annex E to such Joint Proxy Statement/Prospect

August 15, 2019 EX-99.10

Form of Proxy Card for Special Meeting of Rudolph Technologies, Inc.

EX-99.10 Exhibit 99.10 Exhibit 99.10 PRELIMINARY COPY NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice and Proxy Statement are available at www.rudolphtech.com/writable/files/mergerproxy.pdf RUDOLPH TECHNOLOGIES, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RUDOLPH TECHNOLOGIES, INC. The undersigned stockholder(s) of Rudolph Technologies, Inc., a Delaware

August 15, 2019 EX-99.1

Consent of Barclays Capital Inc.

EX-99.1 Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States August 15, 2019 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated June 23, 2019, to the Board of Directors of Nanometrics Incorporated (the “Company”), as an Annex to the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of the Compa

August 15, 2019 EX-99.3

Consent of Jeffrey A. Aukerman to be named as a director

EX-99.3 Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, Jeffrey A. Aukerman, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or supplements thereto (the “Regi

August 15, 2019 EX-99.7

Consent of Michael P. Plisinski to be named as a director

EX-99.7 Exhibit 99.7 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, Michael P. Plisinski, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or supplements thereto (the “Reg

August 15, 2019 S-4

August 15, 2019

S-4 Table of Contents As filed with the U.S. Securities and Exchange Commission on August 15, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NANOMETRICS INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 3829 94-2276314 (State of Incorporation) (Primary Sta

August 15, 2019 EX-99.6

Consent of David B. Miller to be named as a director

EX-99.6 Exhibit 99.6 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, David B. Miller, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or supplements thereto (the “Registra

August 15, 2019 EX-99.9

Form of Proxy Card for Special Meeting of Nanometrics Incorporated

EX-99.9 Exhibit 99.9 PRELIMINARY COPY NANOMETRICS INCORPORATED 1550 BUCKEYE DRIVE MILPITAS, CA 95035 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [●], 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to cr

August 15, 2019 EX-99.5

Consent of Vita A. Cassese to be named as a director

EX-99.5 Exhibit 99.5 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, Vita A. Cassese, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or supplements thereto (the “Registra

August 15, 2019 EX-99.4

Consent of Leo Berlinghieri to be named as a director

EX-99.4 Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR I, Leo Berlinghieri, in accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, hereby consent to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Nanometrics Incorporated (“Nanometrics”) and all amendments or supplements thereto (the “Registr

July 31, 2019 EX-3.2

Bylaws of Nanometrics Incorporated (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2019 filed with the SEC on July 31, 2019) (SEC File No. 000-13470)

Exhibit 3.2 BYLAWS OF NANOMETRICS INCORPORATED (a Delaware corporation) (effective June 23, 2019) Table of Contents Page Article I CORPORATE OFFICES1 1.1 REGISTERED OFFICE.1 1.2 OTHER OFFICES.1 Article II MEETINGS OF STOCKHOLDERS1 2.1 PLACE OF MEETINGS.1 2.2 ANNUAL MEETING.1 2.3 SPECIAL MEETING.1 2.4 ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS.1 2.5 MANNER OF GIVING NOTICE; AFFIDAV

July 31, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-13470 NANOMETRIC

July 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 nano-8k20190730.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 30, 2019 Nanometrics Incorporated (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of

July 30, 2019 EX-99.1

Nanometrics Reports Second Quarter 2019 Financial Results

EX-99.1 2 nano-ex99113.htm EX-99.1 Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Exhibit 99.1 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com Investor Relations Contact: Company Contact: Claire McAdams Greg Swyt Headgate Partners LLC Vice President, Finance 530.265.9899 408.545.6088 [email protected] [email protected] Nanometrics Reports Second Quarter 2019 Fina

July 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 25, 2019 Nanometrics Incorporated (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission File Number) (I.

July 26, 2019 EX-10.1

General Severance Benefits and Change in Control Severance Benefits Agreement, dated July 25, 2019, between Nanometrics Incorporated and Greg Swyt.

Exhibit 10.1 General Severance Benefits and Change in Control Severance Benefits Agreement This General Severance Benefits and Change in Control Severance Benefits Agreement (this “Agreement”) is entered into as of the 25th day of July, 2019 (the “Effective Date”), by and between GREG SWYT (“Executive”) and Nanometrics Incorporated (the “Company”) (together, the “Parties”). This Agreement is inten

June 27, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 425

425 1 d732124d425.htm 425 Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rudolph Technologies, Inc. (Commission File No. 001-36226) The following joint press release regarding the 11th Annual CEO Summit was issued by Nanometrics Incorp

June 24, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d729206d8k.htm 8-K 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): June 24, 2019 (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission

June 24, 2019 EX-99.1

NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth June 24, 2019 8:30 a.m. ET

EX-99.1 Exhibit 99.1 NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth 06-24-19/8:30 a.m. ET Confirmation # 7362935 NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth June 24, 2019 8:30 a.m. ET OPERATOR: This is Conference #: 7362935 Operator: Ladies and gentlemen, thank you for standing by. Welcome to today’s conference call to discuss the Nanometrics and Rudo

June 24, 2019 EX-99.1

NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth June 24, 2019 8:30 a.m. ET

EX-99.1 Exhibit 99.1 NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth 06-24-19/8:30 a.m. ET Confirmation # 7362935 NANOMETRICS – RUDOLPH TECHNOLOGIES MERGER CALL Moderator: Steve Roth June 24, 2019 8:30 a.m. ET OPERATOR: This is Conference #: 7362935 Operator: Ladies and gentlemen, thank you for standing by. Welcome to today’s conference call to discuss the Nanometrics and Rudo

June 24, 2019 425

NANO / Nanometrics, Inc. 425 - Merger Prospectus - 8-K

8-K 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): June 24, 2019 (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

June 24, 2019 EX-99.4

Form of Email to Nanometrics customers, dated June 24, 2019

EX-99.4 Exhibit 99.4 Form of Email to Nanometrics customers, dated June 24, 2019 Dear [NAME], I wanted to reach out to share some exciting news. Today, Nanometrics and Rudolph announced an agreement to merge. Together, we’ll be a premier end-to-end metrology, inspection, process control software, and lithography equipment provider for the semiconductor industry and other advanced markets. You can

June 24, 2019 EX-2.1

Agreement and Plan of Merger, dated June 23, 2019, by and among Nanometrics Incorporated, Rudolph Technologies, Inc., and PV Equipment, Inc.

EX-2.1 2 d760159dex21.htm EX-2.1 Table of Contents Exhibit 2.1 CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER by and among NANOMETRICS INCORPORATED, RUDOLPH TECHNOLOGIES, INC., AND PV EQUIPMENT INC. dated as of June 23, 2019 Table of Contents TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificat

June 24, 2019 EX-99.2

Form of Email to Nanometrics employees from Pierre-Yves Lesaicherre, dated June 24, 2019

EX-99.2 Exhibit 99.2 Form of Email to Nanometrics employees from Pierre-Yves Lesaicherre, dated June 24, 2019 Dear Nanometrics Team, Earlier today, we announced that we have signed an agreement to merge with Rudolph Technologies, a leading provider of inspection, lithography and metrology systems and control software. Headquartered in Wilmington, Massachusetts, Rudolph Technologies is a leader in

June 24, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 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): June 23, 2019 (Exact name of registrant as specified in its charter) Delaware 000-13470 94-2276314 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

June 24, 2019 EX-3.1

Amendment to the Bylaws of Nanometrics Incorporated, effective June 23, 2019

EX-3.1 Exhibit 3.1 AMENDMENT TO THE BYLAWS OF NANOMETRICS INCORPORATED This Amendment to the Bylaws (the “Bylaws”) of Nanometrics Incorporated, a Delaware corporation, is made as of this 23rd day of June, 2019. 1. The Bylaws are hereby amended by the addition thereto of Article XI, which reads in its entirety as follows: “Article XI FORUM SELECTION (i) Unless the corporation consents in writing to

June 24, 2019 EX-99.6

Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provis

EX-99.6 Creating A Premier Process Control Company Nanometrics and Rudolph Technologies Merger June 24, 2019 Exhibit 99.6 Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the S

June 24, 2019 EX-99.3

Form of Email to Nanometrics suppliers, dated June 24, 2019

EX-99.3 Exhibit 99.3 Form of Email to Nanometrics suppliers, dated June 24, 2019 Dear [NAME], I wanted to reach out to share some exciting news. Today, Nanometrics and Rudolph announced an agreement to merge. Together, we’ll be a premier end-to-end metrology, inspection, process control software, and lithography equipment provider for the semiconductor industry and other advanced markets. You can

June 24, 2019 EX-99.1

Nanometrics and Rudolph Announce Merger Agreement To Create a Premier Semiconductor Process Control Complementary products and increased scale will benefit consolidated customer base Combination increases served available market (SAM) opportunity to

EX-99.1 4 d760159dex991.htm EX-99.1 Exhibit 99.1 Nanometrics and Rudolph Announce Merger Agreement To Create a Premier Semiconductor Process Control Company Complementary products and increased scale will benefit consolidated customer base Combination increases served available market (SAM) opportunity to approximately $3B Global Scale: accelerates R&D in complementary competencies while increasin

June 24, 2019 EX-99.5

Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provis

EX-99.5 Creating A Premier Process Control Company Nanometrics and Rudolph Technologies Merger June 24, 2019 Exhibit 99.5 Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the S

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