[Form 4] Onto Innovation Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian K. Roberts, Chief Financial Officer of Onto Innovation Inc. (ONTO), was granted 21,175 restricted stock units (RSUs) on 09/02/2025. Each RSU represents a contingent right to one share of ONTO common stock and vests in three equal annual installments over three years from the award date, according to the filing. The reported beneficial ownership following the grant is 21,175 shares, held directly. The Form 4 was signed on 09/03/2025.

Positive

• Time-vested RSUs align the CFO's interests with long-term shareholder value through multi-year vesting
• Clear disclosure of grant date, amount (21,175 RSUs), and vesting schedule increases transparency

Negative

• Potential dilution when RSUs convert to shares upon vesting
• No grant value disclosed in the Form 4, preventing assessment of compensation magnitude or cost

Insights

Corporate Governance Expert

TL;DR: The CFO received time-vested RSUs, aligning compensation with shareholder interests while creating modest near-term dilution.

The grant of 21,175 RSUs to the CFO is a standard equity compensation approach to retain and incentivize senior management. The three-year, annual 1/3 vesting schedule ties payoff to continued service over a multi-year period. The filing shows direct beneficial ownership of 21,175 shares post-grant, and there are no derivative instruments reported. From a governance perspective, this disclosure is routine and transparent.

Compensation Analyst

TL;DR: Time-based RSUs provide long-term alignment but represent an additional grant that will dilute outstanding shares when vested.

The RSU award structure—one RSU per share, vesting in equal annual thirds—reflects common market practice for executive incentives. The grant date and vested schedule are clearly disclosed. The filing does not include grant value, target performance conditions, or prior holdings, so assessment of competitiveness or incremental cost cannot be made from this document alone.

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^*

ROBERTS BRIAN K

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		21,175(1)	A	$0.0	21,175	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. The RSUs vest on an annual basis, in equal 1/3rd increments, over a three-year period from the award date.

	By: Eric French For: Brian K. Roberts	09/03/2025
	** 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.
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FAQ

What did ONTO insider Brian K. Roberts report on Form 4?

The filing reports a grant of 21,175 restricted stock units (RSUs) to Brian K. Roberts, CFO, on 09/02/2025.

How do the RSUs awarded to ONTO's CFO vest?

The RSUs vest in equal 1/3rd annual increments over three years from the award date.

Does the Form 4 show beneficial ownership after the grant?

Yes, the Form 4 reports 21,175 shares beneficially owned following the reported transaction.

Were any derivative securities reported for Brian K. Roberts in this filing?

No derivative securities were reported in Table II; only non-derivative RSUs (contingent rights to common stock) are disclosed.

When was the Form 4 signed for this transaction?

The Form 4 was signed on 09/03/2025.