Onto CFO has 3,239 shares withheld for taxes

ONTO Innovation’s CFO had shares withheld to cover taxes on vesting equity awards, leaving him with over twenty thousand directly held shares.

Rhea-AI Filing Summary

ONTO INNOVATION INC. reported that its 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 vesting of previously granted restricted stock units or performance stock units. After this tax-withholding disposition, he directly holds 21,032 shares of ONTO common stock.

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 tax obligations: 3,239 shares Price per share for tax-withholding disposition: $254.55 per share Shares held after transaction: 21,032 shares +1 more

4 metrics

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

Price per share for tax-withholding disposition $254.55 per share Valuation used for the 3,239 shares withheld on September 2, 2026

Shares held after transaction 21,032 shares Direct ONTO common stock holdings of CFO after the September 2, 2026 transaction

Number of reported transactions 1 transaction One non-derivative tax-withholding disposition reported in this Form 4

Key Terms

restricted stock unit, performance stock unit, tax withholding obligations, Rule 10b5-1 trading plan

4 terms

restricted stock unit financial

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

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

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

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"

Rule 10b5-1 trading plan regulatory

"No Rule 10b5-1 trading plan is reported for this transaction"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

What insider transaction did ONTO CFO Brian K. Roberts report on this Form 4 for ONTO?

He reported that 3,239 shares of ONTO common stock were withheld on September 2, 2026 to satisfy tax withholding obligations related to vesting restricted or performance stock units.

How many ONTO shares does the CFO hold after the reported Form 4 transaction?

After the tax-related withholding, Brian K. Roberts directly holds 21,032 shares of ONTO Innovation Inc. common stock, as reported in the Form 4.

Was the ONTO Form 4 transaction by the CFO a market sale or purchase of shares?

No. The Form 4 describes a tax-withholding disposition, where 3,239 shares were withheld by ONTO to satisfy tax obligations from vesting equity awards, rather than a market sale or purchase.

Did the ONTO CFO’s Form 4 transaction involve a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan for this transaction; the transaction reflects shares withheld to cover tax obligations on vesting awards.

What price per share is associated with the ONTO CFO’s tax-withholding transaction?

The tax-withholding disposition of 3,239 shares is reported at a price of $254.55 per share, which is used to value the shares withheld to satisfy the tax liability.

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

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Available on EDGAR 09/04/2026 - 09:54 PM Accepted by SEC EDGAR 09/04/2026 - 09:54 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)

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)