ONTO Innovation (NASDAQ: ONTO) SVP receives stock awards, shares withheld for taxes

Rhea-AI Filing Summary

ONTO Innovation senior vice president and general counsel Yoon Ah Oh received equity awards and had shares withheld for taxes. On March 2, she was granted 2,408 shares of common stock as restricted stock units that vest in equal one-third installments over three years, plus two performance stock unit awards of 1,204 units each, with actual vesting between 0% and 200% of the target amount based on performance criteria. On March 3, 417 common shares were withheld at $207.50 per share to satisfy tax withholding obligations tied to previously granted RSU or PSU awards, leaving her with 21,640 common shares directly owned afterward.

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^*

OH Yoon Ah

(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)
	SVP, Gen Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		2,408(1)	A	$0.0	22,057	D
Common Stock	03/03/2026		F		417(2)	D	$207.5	21,640	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	(3)	03/02/2026		A		1,204		(3)	03/02/2028	Common Stock	1,204	$0.0	1,204	D
Performance Stock Unit	(3)	03/02/2026		A		1,204		(3)	03/02/2029	Common Stock	1,204	$0.0	1,204	D

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. The RSUs vest on an annual basis, in equal 1/3rd increments, over a three-year period from the award date.

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.

3. The Reporting Person was granted performance stock units ("PSUs"), each of which represents a contingent right to receive one share of ONTO common stock. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number shown, and is based on specific performance criteria from the award date through the expiration date.

	By: Eric French For: Yoon Ah Oh	03/04/2026
	** 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).
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FAQ

What equity awards did ONTO (ONTO) executive Yoon Ah Oh receive?

Yoon Ah Oh received 2,408 shares of ONTO common stock as restricted stock units and two performance stock unit awards of 1,204 units each. The RSUs vest in three equal annual installments, while PSU vesting depends on performance goals over the award period.

How do the new ONTO (ONTO) restricted stock units vest for Yoon Ah Oh?

The restricted stock units granted to Yoon Ah Oh vest over three years in equal one-third annual installments. Each RSU represents a contingent right to receive one share of ONTO common stock if the time-based vesting conditions are satisfied across the vesting schedule.

How are ONTO (ONTO) performance stock units for Yoon Ah Oh structured?

Each performance stock unit represents a contingent right to receive one ONTO common share, with the number that ultimately vests ranging from 0% to 200% of the 1,204-unit target. Vesting depends on specified performance criteria measured from the award date through the expiration date.

Why were 417 ONTO (ONTO) shares withheld from Yoon Ah Oh?

The 417 ONTO common shares were withheld by the company to cover tax withholding obligations related to vesting of previously granted restricted or performance stock units. This tax-withholding disposition occurred at a price of $207.50 per share on March 3.

How many ONTO (ONTO) common shares does Yoon Ah Oh own after these transactions?

After the March 3 tax-withholding disposition of 417 shares, Yoon Ah Oh directly owns 21,640 shares of ONTO common stock. This figure reflects her holdings following the reported grant, award, and tax-withholding transactions disclosed in the Form 4 filing.

Do the ONTO (ONTO) Form 4 transactions indicate open-market buying or selling?

The Form 4 shows equity grants and tax withholding, not open-market trades. Awards of restricted and performance stock units were granted at no cash price, and 417 shares were withheld by the issuer solely to satisfy tax withholding obligations on prior equity awards.