Onto Innovation CFO has 3,239 shares withheld

ONTO Innovation’s CFO had shares withheld to cover taxes on vested equity awards, with no open-market sale reported.

Rhea-AI Filing Summary

ONTO INNOVATION INC. (ONTO) reported that Chief Financial Officer Brian K. Roberts had 3,239 shares of common stock withheld on September 2, 2026 to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units or performance stock units. These shares were not sold in the open market; rather, they were retained by the company for tax payment, leaving Roberts with 21,032 common shares held directly afterward. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 3,239 shares

Tax Withholding 1 txn

Insider ROBERTS BRIAN K

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	3,239	$254.55	$824K

Holdings After Transaction: Common Stock — 21,032 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock unit or performance stock unit grants previously received by the Reporting Person.

Key Figures

Shares withheld for taxes: 3,239 shares Reference price per share: $254.55 per share Shares held after transaction: 21,032 shares

3 metrics

Shares withheld for taxes 3,239 shares Common stock withheld on September 2, 2026 for tax withholding obligations

Reference price per share $254.55 per share Price applied to the 3,239 ONTO common shares withheld

Shares held after transaction 21,032 shares ONTO common stock directly owned by CFO after September 2, 2026 transaction

Key Terms

restricted stock unit, performance stock unit, tax withholding obligations

3 terms

restricted stock unit financial

"in connection with the vesting of restricted stock unit or performance"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

performance stock unit financial

"vesting of restricted stock unit or performance stock unit grants previously"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

tax withholding obligations financial

"shares withheld by Issuer to satisfy tax withholding obligations in connection"

FAQ

What insider transaction did ONTO Innovation (ONTO) disclose for its CFO?

ONTO Innovation disclosed that its CFO, Brian K. Roberts, had 3,239 common shares withheld on September 2, 2026 to cover tax withholding obligations from vested equity awards, rather than selling those shares in the open market.

How many ONTO (ONTO) shares does the CFO hold after this Form 4/A transaction?

After the reported withholding transaction, CFO Brian K. Roberts holds 21,032 shares of ONTO Innovation common stock directly, as reported in the Form 4/A filing.

Was the ONTO (ONTO) CFO’s September 2, 2026 transaction an open-market sale?

No. The filing states the 3,239 shares represent stock withheld by ONTO Innovation to satisfy tax withholding obligations from the vesting of restricted stock unit or performance stock unit grants, not an open-market sale.

What was the reference price for the ONTO (ONTO) shares withheld for the CFO’s taxes?

The Form 4/A reports a price of $254.55 per share for the 3,239 ONTO Innovation common shares withheld to satisfy the CFO’s tax withholding obligations.

Was the ONTO (ONTO) CFO’s tax-withholding transaction under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming a plan, and no footnote indicates that the September 2, 2026 withholding transaction was made under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 07:30 PM Accepted by SEC EDGAR 09/04/2026 - 07:29 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROBERTS BRIAN K

(Last) (First) (Middle)

C/O ONTO INNOVATION INC.

16 JONSPIN ROAD

(Street)

WILMINGTON MASSACHUSETTS 01887

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ONTO INNOVATION INC. [ ONTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/03/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2026		F		3,239(1)	D	$254.55	21,032	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock unit or performance stock unit grants previously received by the Reporting Person.

	By: Eric French For: Brian Roberts	09/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)