ONTO director granted 761 RSUs in stock award

ONTO Innovation director Su May reported receiving a grant of 761 shares of Common Stock in the form of restricted stock units.

Rhea-AI Filing Summary

ONTO Innovation director Su May reported receiving a grant of 761 shares of Common Stock in the form of restricted stock units. These RSUs vest 100% one year from the grant date and each unit converts into one share when settled. After this award, May holds 7,984 shares directly. The reporting person elected to defer settlement of these RSUs under the Onto Innovation Nonqualified Deferred Compensation Plan, so once vested the shares will be issued according to that deferral election.

Insider Trade Summary

Grant/Award: 761 shares

Grant/Award 1 txn

Insider Su May

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	761	$0.00	$0.00

Holdings After Transaction: Common Stock — 7,984 shares (Direct)

Footnotes (1)

1. F1. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one (1) share of ONTO Common Stock. 100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date. The Reporting Person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan. Once vested, the shares will be issued in accordance with the Reporting Person's deferral election.

Key Figures

RSU grant size: 761 shares Grant price: $0.00 per share Shares after transaction: 7,984 shares +1 more

4 metrics

RSU grant size 761 shares Restricted stock units granted to director Su May

Grant price $0.00 per share Compensation-related RSU award, no cash paid

Shares after transaction 7,984 shares Su May’s direct Common Stock holdings following grant

Vesting period 1 year 100% of RSUs vest one year from grant date

Key Terms

restricted stock units ("RSUs"), Nonqualified Deferred Compensation Plan, vest

3 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Nonqualified Deferred Compensation Plan financial

"The Reporting Person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan."

A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.

vest financial

"100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ONTO director Su May report in this Form 4 filing?

Director Su May reported an acquisition of 761 shares of ONTO Innovation Common Stock through a restricted stock unit award. The grant represents compensation, not an open-market purchase, and increases her directly held position to 7,984 shares after the transaction.

How many ONTO Innovation shares were granted to Su May in RSUs?

Su May received 761 restricted stock units, each representing one share of ONTO Innovation Common Stock. These units are a form of equity compensation and will convert into actual shares when they vest and are subsequently settled under the company’s deferred compensation plan.

When do Su May’s newly granted ONTO RSUs vest?

All 761 restricted stock units vest 100% one year from the grant date. This means the entire award becomes earned at that one-year mark, after which the vested RSUs will be settled into shares based on her deferral election under the company’s compensation plan.

How many ONTO Innovation shares does Su May hold after this grant?

Following the restricted stock unit grant, Su May is reported to hold 7,984 shares of ONTO Innovation Common Stock directly. This total includes the effect of the 761-share RSU award recorded in the filing, reflecting her updated direct ownership position with the company.

Did Su May buy ONTO Innovation shares on the open market?

No, the filing shows a grant coded as a compensation-related acquisition, not an open-market purchase. The 761 shares were awarded as restricted stock units at a stated price of zero, reflecting equity compensation rather than a discretionary market buy or sell transaction.

What is the deferral election mentioned in Su May’s ONTO RSU grant?

Su May elected to defer settlement of these RSUs under the Onto Innovation Nonqualified Deferred Compensation Plan. Once the 761 units vest after one year, the actual shares of Common Stock will be issued according to the timing and terms set in her deferral election.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:55 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^*

Su May

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		A		761(1)	A	$0.0	7,984	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. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one (1) share of ONTO Common Stock. 100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date. The Reporting Person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan. Once vested, the shares will be issued in accordance with the Reporting Person's deferral election.

	By: Eric French For: May Su	05/22/2026
	** 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)