Onto Innovation (NASDAQ: ONTO) CEO settles PSUs, uses shares for tax

Rhea-AI Filing Summary

Onto Innovation Inc. Chief Executive Officer Michael P. Plisinski reported equity award activity tied to performance stock units and related tax withholding. On March 1, 2026, 5,971 performance stock units granted on March 1, 2024 settled into 4,597 shares of common stock at a stated price of $0.0000 per share after performance criteria were achieved at 77% of target. To cover tax withholding obligations from these and other equity awards, 2,222 and 1,925 shares of common stock were disposed of at $215.89 per share through share withholding rather than open-market sales. Following these transactions, Plisinski directly owned 168,505 shares of Onto Innovation common stock.

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^*

Plisinski Michael P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		4,597(1)	A	$0.0	172,652	D
Common Stock	03/01/2026		F		2,222(2)	D	$215.89	170,430	D
Common Stock	03/01/2026		F		1,925(2)	D	$215.89	168,505	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	(1)	03/01/2026		M			5,971	03/01/2026	03/01/2026	Common Stock	5,971	$0.0	0	D

Explanation of Responses:

1. This transaction represents the settlement of performance stock units ("PSUs") granted on March 1, 2024 in shares of common stock of Onto Innovation Inc. on their scheduled vesting date of March 1, 2026 as a result of the satisfaction of the performance criteria at 77% of the target.

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.

	By: Eric French For: Michael Plisinski	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Onto Innovation (ONTO) CEO Michael Plisinski report in this Form 4?

Michael Plisinski reported settlement of performance stock units into 4,597 Onto Innovation common shares and related share dispositions for tax withholding. These are equity compensation and tax events, not open-market stock purchases or sales, and leave him holding 168,505 shares directly.

How many Onto Innovation PSUs vested for the CEO and at what performance level?

5,971 performance stock units vested for Onto Innovation CEO Michael Plisinski on March 1, 2026. The footnote states these PSUs vested because performance criteria were satisfied at 77% of the target, leading to settlement in shares of Onto Innovation common stock.

How many Onto Innovation (ONTO) shares did the CEO receive from PSU settlement?

From the performance stock unit settlement, Michael Plisinski acquired 4,597 shares of Onto Innovation common stock at a stated price of $0.0000 per share. This reflects equity compensation rather than an open-market purchase of ONTO shares by the executive.

Were any Onto Innovation shares sold on the market in this Form 4?

The Form 4 shows two dispositions of 2,222 and 1,925 Onto Innovation shares at $215.89 each, but footnotes explain these were shares withheld by the issuer to satisfy tax withholding obligations, not open-market sales initiated by Michael Plisinski.

How many Onto Innovation (ONTO) shares does the CEO own after these transactions?

After the reported equity and tax-withholding transactions, Michael Plisinski directly owned 168,505 shares of Onto Innovation common stock. This figure reflects his direct holdings immediately following the Form 4 transactions on March 1, 2026.

What does transaction code M mean in the Onto Innovation CEO’s Form 4?

Transaction code M in this Form 4 indicates an exercise or conversion of a derivative security, here referring to performance stock units. For Michael Plisinski, it marks the conversion of PSUs into Onto Innovation common stock on the scheduled vesting date.