ONTO INNOVATION INC. (ONTO): debt financing — Onto Innovation issues $1.5B of zero-coupon convertible notes due 2031, uses ~$205M for share repurchase

ONTO INNOVATION INC.

$1.5B aggregate principal of 0.00% convertible notes due 2031; initial conversion price ~$381.80/share (50% premium to May 18 close).
Capped call transactions with initial cap price $509.06/share (100% premium to last sale) to offset dilution on conversion.
Concurrent share repurchase of ~$205M (805,325 shares at $254.53/share) using part of net proceeds.
Proceeds also used to fund ~$77.1M cost of capped calls and for general corporate purposes including acquisition of Rigaku Holdings.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ONTO INNOVATION INC. incurred convertible notes of $1,500,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 0.00% maturing June 1, 2031.

Instrument: convertible notes
Principal: $1,500,000,000 aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0.00%
Maturity: June 1, 2031
Event: incurrence

Exact text from the filing

On May 21, 2026, Onto Innovation Inc. (the “Company”) issued $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ONTO INNOVATION INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (effective 2026-05-21).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031
Effective: 2026-05-21

Exact text from the filing

On May 21, 2026, Onto Innovation Inc. (the “Company”) issued $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an Indenture, dated May 21, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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ONTO INNOVATION INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-234610

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