Equity awards and tax withholding reported by Onto Innovation (ONTO) EVP

Rhea-AI Filing Summary

Onto Innovation Inc. executive vice president Ido Dolev reported routine equity compensation and related tax withholding. On March 2, he received a grant of 3,440 shares of common stock and two performance stock unit awards of 1,720 units each, all at a stated price of $0.00 per unit. The performance stock units represent target awards that may ultimately vest between 0% and 200% based on performance criteria. On March 3, 819 shares of common stock valued at $207.50 per share were withheld to cover tax obligations tied to previously granted restricted or performance stock units, leaving him with 26,536 common shares held directly.

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^*

Dolev Ido

(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)
	EVP, Prod Solutions Grp

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		3,440(1)	A	$0.0	27,355	D
Common Stock	03/03/2026		F		819(2)	D	$207.5	26,536	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		1,720		(3)	03/02/2028	Common Stock	1,720	$0.0	1,720	D
Performance Stock Unit	(3)	03/02/2026		A		1,720		(3)	03/02/2029	Common Stock	1,720	$0.0	1,720	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: Ido Dolev	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 insider transactions did ONTO EVP Ido Dolev report on this Form 4?

Ido Dolev reported equity awards and tax withholding transactions. He received 3,440 common shares and 3,440 target performance stock units, then had 819 common shares withheld to satisfy tax obligations from prior RSU or PSU vesting events.

How many Onto Innovation (ONTO) shares did Ido Dolev receive as stock awards?

Dolev received 3,440 shares of Onto Innovation common stock as a grant at a stated price of $0.00 per share. These restricted stock units vest in three equal annual installments over three years starting from the award date.

What performance stock units did the ONTO executive receive in this filing?

He was granted two performance stock unit awards of 1,720 units each, for a total of 3,440 target PSUs. Each PSU can settle into one Onto Innovation share, with actual vesting between 0% and 200% based on specified performance criteria.

Why were 819 shares of Onto Innovation common stock withheld from Ido Dolev?

Onto Innovation withheld 819 common shares from Dolev to cover tax withholding obligations. These obligations arose from the vesting of earlier restricted or performance stock unit grants previously awarded to him under the company’s equity compensation programs.

How many Onto Innovation (ONTO) shares does Ido Dolev hold after these transactions?

After the reported transactions, Dolev directly beneficially owns 26,536 shares of Onto Innovation common stock. This figure reflects his holdings following the 819-share tax withholding disposition noted in the Form 4 filing data.

Are the performance stock units guaranteed shares for the ONTO executive?

The performance stock units are not guaranteed shares. They represent target amounts that may vest from 0% to 200% of the 3,440 reported units, depending on whether defined performance criteria are achieved over the award’s specified measurement period.