Onto Innovation (ONTO) COO granted stock and PSUs, with shares withheld for taxes

Rhea-AI Filing Summary

Onto Innovation Inc. Chief Operating Officer Ramil Yaldaei received several equity awards and had shares withheld to cover taxes. On March 2, he was granted 7,683 shares of common stock and two awards of 1,548 performance stock units each, all at a stated price of $0.00 per unit as part of compensation. On March 3, 615 shares of common stock at $207.50 per share were withheld to satisfy tax obligations tied to prior RSU or PSU vesting, leaving him with 18,436 common shares held directly. The RSUs vest in three equal annual installments, while the performance stock units can ultimately vest between 0% and 200% of the target amount based on specified performance criteria.

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)
03/02/2026

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		7,683(1)	A	$0.0	19,051	D
Common Stock	03/03/2026		F		615(2)	D	$207.5	18,436	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		1,548		(3)	03/02/2028	Common Stock	1,548	$0.0	1,548	D
Performance Stock Unit	(3)	03/02/2026		A		1,548		(3)	03/02/2029	Common Stock	1,548	$0.0	1,548	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: Ramil Yaldaei	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 COO Ramil Yaldaei receive in this Form 4?

Ramil Yaldaei received a grant of 7,683 shares of Onto Innovation common stock and two awards of 1,548 performance stock units each. These grants were reported at a stated price of $0.00 per unit as part of his compensation.

How do Ramil Yaldaei’s new Onto Innovation RSUs vest?

The new RSUs for Ramil Yaldaei vest in three equal annual installments over three years from the award date. Each RSU represents a contingent right to receive one share of Onto Innovation common stock, subject to continued service through each vesting date.

How are the performance stock units (PSUs) for ONTO’s COO structured?

Each PSU represents a contingent right to one share of Onto Innovation common stock. The number that ultimately vests can range from 0% to 200% of the 1,548 target units, based on specified performance criteria over the award’s performance period.

Did Ramil Yaldaei sell Onto Innovation shares in the open market?

The Form 4 reports a tax-withholding disposition of 615 shares at $207.50 per share. These shares were withheld by the company to satisfy tax obligations from vesting equity awards, not an open-market sale initiated by the executive.

How many Onto Innovation common shares does the COO hold after these transactions?

Following the reported transactions, Ramil Yaldaei directly holds 18,436 shares of Onto Innovation common stock. This figure reflects the equity grant and the shares withheld for taxes that were disclosed in this Form 4 filing.

What is the overall direction of insider activity in this ONTO Form 4?

The filing shows a mix of equity grants and tax-related share withholding. Three transactions reflect awards of common stock and performance stock units, while one transaction reflects shares withheld to pay tax obligations related to previously granted equity.