Amendment: Onto Innovation Inc. filed SEC Form 8-K: Leadership Update, 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

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note.

Onto Innovation, Inc. is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2025 (the “Original Form 8-K”) solely for the purpose of disclosing the material terms of the separation agreement with Mr. Mark Slicer, the Company’s former Chief Financial Officer, which was entered into as of July 9, 2025. Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 12, 2025 (the “Separation Date”), Onto Innovation, Inc. (the “Company” or “Onto Innovation”) and Mr. Mark Slicer, the Company’s Chief Financial Officer (“CFO”), agreed to mutually terminate Mr. Slicer’s employment with the Company, effective immediately. Mr. Slicer served as the principal financial officer and principal accounting officer of the Company. The separation between the Company and Mr. Slicer was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

(e) On July 9, 2025, the Company and Mr. Slicer entered into a separation agreement (the “Separation Agreement”), effective as of July 16, 2025 (the “Effective Date”), in connection with Mr. Slicer’s separation from service with the Company.

Pursuant to the Separation Agreement, the Company, in exchange for Mr. Slicer’s general release and waiver of claims, has agreed, among other things:

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Certain identified information has been excluded from this exhibit in accordance with Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.