Onto Innovation Announces Pricing of Upsized Private Offering of $1.3 Billion of 0.00% Convertible Senior Notes Due 2031

Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation” or the “Company”) today announced the pricing of its private offering of $1,300,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $1,100,000,000 aggregate principal amount of Notes. Onto Innovation also granted the initial purchasers of the Notes an option to purchase up to an additional $200,000,000 aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. The offering of the Notes is expected to close on May 21, 2026, subject to customary closing conditions.

The Notes will have an initial conversion price of approximately $381.80 per share of Onto Innovation’s common stock, which represents a premium of approximately 50.0% to the last reported sale price of Onto Innovation’s common stock on The New York Stock Exchange (the “NYSE”) on May 18, 2026.

In connection with the pricing of the Notes, Onto Innovation entered into capped call transactions with an initial cap price of $509.06 per share of Onto Innovation’s common stock, which represents a premium of 100.0% to the last reported sale price of Onto Innovation’s common stock on the NYSE on May 18, 2026.

Onto Innovation estimates that the net proceeds from the offering will be approximately $1,274 million (or $1,470 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers’ discount and commissions but before estimated offering expenses payable by it.

Onto Innovation intends to use (i) approximately $77.1 million of the net proceeds to fund the cost of entering into the capped call transactions described below, (ii) approximately $205,000,000 of the net proceeds to repurchase approximately 0.8 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates, at a price per share equal to $254.53, the last reported sale price per share of Onto Innovation’s common stock on the NYSE on May 18, 2026 and (iii) the remaining net proceeds for general corporate purposes, which may include financing the previously announced acquisition of 27% of the issued and outstanding shares of the common stock of Rigaku Holdings Corporation.