Onto Innovation Inc. 8-K Filing Summary

Onto Innovation Inc. has filed an 8-K report detailing the issuance of $1.5 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2031. An additional $200 million in notes was issued due to the initial purchasers exercising their option. These notes were offered to qualified institutional buyers under Rule 144A, exempt from registration under Section 4(a)(2) of the Securities Act. The notes mature on June 1, 2031, and may accrue special and additional interest under certain conditions. Noteholders can convert their notes under specific circumstances, including if the stock price exceeds 130% of the conversion price or if a fundamental change occurs. The initial conversion rate is 2.6192 shares per $1,000 principal amount, equivalent to a conversion price of approximately $381.80 per share. The company may redeem the notes under certain conditions starting June 6, 2029. The filing also describes capped call transactions entered into to mitigate potential dilution from the note conversions. These transactions, separate from the notes, cover the shares underlying the notes and are subject to a cap price of $509.06 per share.