Onto Innovation (ONTO) COO receives PSU shares, covers taxes in stock

Rhea-AI Filing Summary

Onto Innovation Inc. Chief Operating Officer Ramil Yaldaei reported equity award activity tied to performance and tax withholding. On March 1, 2026, performance stock units granted on March 1, 2024 settled in common shares after performance criteria were met at 77% of target. Some of the resulting shares were automatically withheld by the company at a price of $215.89 per share to cover tax obligations, rather than being sold on the open market. After these settlement and withholding transactions, Yaldaei directly owned 11,368 shares of Onto Innovation common stock.

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

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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^*

YALDAEI RAMIL

(Last) (First) (Middle)

C/O ONTO INNOVATION INC.

16 JONSPIN ROAD

(Street)

WILMINGTON MA 01887

(City) (State) (Zip)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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

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

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	03/01/2026		M		649(1)	A	$0.0	11,991	D
Common Stock	03/01/2026		F		347(2)	D	$215.89	11,644	D
Common Stock	03/01/2026		F		276(2)	D	$215.89	11,368	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
Performance Stock Unit	(1)	03/01/2026		M			844	03/01/2026	03/01/2026	Common Stock	844	$0.0	0	D

Explanation of Responses:

1. This transaction represents the settlement of performance stock units ("PSUs") granted on March 1, 2024 in shares of common stock of Onto Innovation Inc. on their scheduled vesting date of March 1, 2026 as a result of the satisfaction of the performance criteria at 77% of the target.

2. 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: Ramil Yaldaei	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Onto Innovation (ONTO) report for COO Ramil Yaldaei?

Onto Innovation reported that COO Ramil Yaldaei had performance stock units settle into common shares, with a portion of those shares withheld by the company to satisfy tax obligations related to the vesting, rather than sold in open-market transactions.

What are the key details of the performance stock units in Onto Innovation (ONTO) Form 4?

The Form 4 shows performance stock units granted on March 1, 2024 settled into Onto Innovation common shares on March 1, 2026, after performance criteria were met at 77% of target, triggering the scheduled vesting and share delivery to the COO.

How were taxes handled on the Onto Innovation (ONTO) COO’s vested equity awards?

To satisfy tax withholding obligations from the vesting of restricted or performance stock units, Onto Innovation withheld some of the COO’s common shares at a per-share value of $215.89, instead of requiring a separate cash payment for the related tax liability.

Did the Onto Innovation (ONTO) COO sell shares in the open market in this Form 4?

The Form 4 indicates dispositions coded as “F,” which represent shares withheld by Onto Innovation to pay exercise or tax liabilities. These are administrative tax-withholding transactions, not open-market sales initiated independently by the COO.

How many Onto Innovation (ONTO) common shares does the COO own after these transactions?

Following the combination of derivative settlement and tax-withholding share dispositions on March 1, 2026, the Form 4 reports that COO Ramil Yaldaei directly owns 11,368 shares of Onto Innovation common stock.