Onto Innovation Inc

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed under the heading Risk Factors in the 2025 Form 10-K, eas updated by the risk factors previously disclosed under the heading Risk Factors in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 5, 2026, except as set forth below. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.

Risks Related to Our ability to complete our acquisition of Rigaku shares is subject to various closConvertible Senior Notes

We may lack the cash or financing capacity to satisfy required cash payments under the 2031 Notes , including upon conditions, includversion, following the receipt of consa fundamental change, or at maturity.

On May 21, 2026, we issued the 2031 Notes pursuant to the Indentsure and entered into the Capprovals from governed Call Transactions. If a Fundamental authorities, which may impose condChange occurs (as defined in the Indenture), holders may require us to repurchase the 2031 Notes in cash at 100% of principal plus accrued and unpaid special or additions that could adversely affect us or cause tal interest, if any, to, but excluding, the applicable repurchase date. If holders convert, we will settle conversions by paying cash up to the transaction not taggregate principal amount of the 2031 Notes to be complenverted; and if we are able to paying or delivering, as the case may be, cash, shares, or a completebination the transareof, at our election, we may be unable to realize in respect of the remainder, if any, of our conversion obligation in excess of the antiggregate principated benefits.

On April 20, 2026l amount of the 2031 Notes being converted. We must also repay any 2031 Notes that remain outstanding at maturity in cash, we entehich could require refinancing. Our ability to fund required into a share purchase agreement (the Purchase Acash amounts will depend on cash on hand, cash flows, and access to capital markets and credit facilities, and may be limited by law, regulation, or agreement) to acquire 27% of s governing our indebtedness. We may not redeem the outst2031 Notes before June 6, 2029, anding  any optional redemption thereafter requires our common stock of Rigaku from Atom Investments, L.P., anto trade above 130% of the conversion price for a specified period and certain other conditions are satisfied, which may affiliatect the timing and magnitude of The Carlyle Group (Carlyle). The accash outflows. Failure to make a requisition is subject to customary closing conditions, inclured cash payment would constitute a default under the Indenture and could result in cross-defaults or accelerations under any other indebtedness we may then have outstanding certain regulator.

Conversion of the 2031 Notes may approvals, as specified in the Purchase Agreement. No assurance can be given thatdversely affect our liquidity, dilute existing stockholders, and depress the price of our common stock, and the Capped Call Transaction provide only partial offset.

If the required conditions to closing will be satisal conversion feature of the 2031 Notes is triggered, holders may convert their 2031 Notes during specified, and, even if a periods. Upon any conversion, we will be required approvals are obtained and to settle at least the aggregate principal amount of the required conditions are satisfied, no assurance can be given as to 2031 Notes in cash, which could adversely affect liquidity. Even if no conversions occur, applicable accounting rules could require us to reclassify all or a portion of the terms, conditions and timi2031 Notes as current liabilities, reducing of such approvals. Any delayur reported working capital.

The 2031 Notes are initially completing the acquisition could cause the company nonvertible at 2.6192 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $381.80 per share. If we elect to realize, or to be delayedsettle the remainder of our conversion obligation in realizshares, existing, some or a stockholders will of the benefits that we expebe diluted. The conversion rate is subject to achidjustment upon certain eve if the acquisition is successfully complents and may be increased for a limited within its experiod in connection with spectified time frame. Ecorporate even if tts, which could amplify dilution. The tCapped Call Transaction closes timely, we also cannot be sure offset dilution only up to an initial cap of approximately $509.06 per share, and above that we level dilution will recognize tnot be mitigated. In addition, the existence of the anti2031 Notes may encourage short selling by market participatednts, benefits of the transactcause conversions can be used to satisfy short positions, and expectation. As a minority shareholder in Rigaku, we will not be able to direct Rigakuss of potential conversion could depress our common stock price.

The 2031 Notes and related Capped Call Transactions may affect the trading price of our common stock and introduce volatility in our reported financial results.

Banks party to the Capped Call Transactions (or their affiliates) managementy establish, adjust, or unwind hedges in our common stock or cause dividends or distriburelated derivatives, including during any conversion observation period and around redemptions to be made to us. T or unwind events, which could increase or decrease the valutrading price of our Rigaku shares could also decline for a numbercommon stock and, during an observation period, affect the amount of conversion consideration and the value of reasons, includthe 2031 Notes. In addition, the 2031 Notes and Capped Call Transactions are subject to complex accounting reasons thatquirements. Although the Capped Call Transactions are outside of our control, which could adaccounted for in stockholders' equity and therefore not remeasured each period, converselions and changes in our share count may affect our financial posidiluted earnings per share, and application. Our Rigaku shares are also su of the relevant accounting standards may introduce period-to-period volatility in our reported results.

We are subject to certain ounterparty risk with restripect to the Capped Call Transactions on t, and the Capped Call Transfer, wactions may not operate as planned.

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Thiche option could make interparties are financial institutions, and we are subject to the risk that any or all of them might difficefault for us to seunder the Capped Call oTransactions. Our shares. If we are unable to successfully maximizeexposure to the credit risk of the option counterparties is not secured by any collateral. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in the benefits ofose proceedings with a claim equal to our investment in anexposure at that time under the capped collaboraall transactions with Rigaku, our business, financial condsuch option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price subject to the cap and in the volatility of our common stock. In addition and operating results could be adversely affected, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.