Onto Innovation SVP has 1,516 shares withheld

Senior vice president has shares withheld by ONTO to cover taxes on vested equity awards, leaving a reported direct holding of 14,001 shares.

Rhea-AI Filing Summary

ONTO INNOVATION INC. (ONTO) reported that Senior Vice President of Customer Operations Shirley Chen had 1,516 shares of common stock disposed of on September 2, 2026, as shares were withheld by the company to cover tax withholding obligations arising from the vesting of previously granted restricted stock units or performance stock units. After this tax-withholding transaction, she directly holds 14,001 shares of ONTO common stock.

Insider Trade Summary

Tax Withholding: 1,516 shares

Tax Withholding 1 txn

Insider Chen Shirley

Role Senior Vice President of Custo

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,516	$254.55	$386K

Holdings After Transaction: Common Stock — 14,001 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 disposed for tax withholding: 1,516 shares Reference price per share: $254.55 per share Shares held after transaction: 14,001 shares

3 metrics

Shares disposed for tax withholding 1,516 shares Shares withheld on September 2, 2026 to satisfy tax withholding on vested RSU/PSU grants

Reference price per share $254.55 per share Price used for the 1,516-share tax-withholding disposition on September 2, 2026

Shares held after transaction 14,001 shares Direct holdings of ONTO common stock by Shirley Chen following the reported transaction

Key Terms

restricted stock unit, performance stock unit, tax withholding obligations, withheld by Issuer

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"

withheld by Issuer financial

"Represents shares withheld by Issuer to satisfy tax withholding obligations"

FAQ

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

What insider transaction did ONTO (ONTO INNOVATION INC.) report for Shirley Chen?

ONTO reported that Senior Vice President of Customer Operations Shirley Chen had 1,516 shares of common stock disposed of on September 2, 2026, through shares withheld by the company to satisfy tax withholding obligations on vested equity awards.

What was the price per share used for the ONTO tax-withholding transaction?

The tax-withholding disposition for ONTO used a reference price of $254.55 per share for the 1,516 shares withheld to satisfy tax withholding obligations in connection with vesting restricted stock unit or performance stock unit awards.

How many ONTO shares does Shirley Chen hold after this Form 4 transaction?

Following the reported transaction, Senior Vice President of Customer Operations Shirley Chen directly holds 14,001 shares of ONTO INNOVATION INC. common stock, as disclosed in the Form 4 filing’s post-transaction holdings field.

Was the ONTO Form 4 transaction by Shirley Chen a market sale or a tax withholding?

The transaction was a tax-withholding disposition, not an open market sale. The company withheld 1,516 shares of ONTO common stock to satisfy tax withholding obligations triggered by the vesting of restricted or performance stock units previously granted.

Does the ONTO Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed and the footnote describes the event as shares withheld for tax withholding obligations upon vesting of equity awards, with no reference to any trading plan.

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

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Available on EDGAR 09/04/2026 - 07:41 PM EDT Accepted by SEC EDGAR 09/04/2026 - 07:40 PM EDT 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^*

Chen Shirley

(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)
	Senior Vice President of Custo

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		1,516(1)	D	$254.55	14,001	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: Shirley Chen	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)