Onto Innovation (ONTO) CEO reports PSU vesting and tax-share withholdings

Rhea-AI Filing Summary

Onto Innovation Inc.'s Chief Executive Officer Michael P. Plisinski reported equity award activity on common stock. On February 14, 2026, performance stock units granted on February 14, 2023 settled into 18,445 shares of common stock after performance criteria were achieved at 156% of target.

To cover tax withholding obligations tied to this PSU and other equity vesting, 8,919 shares and 3,632 shares of common stock were withheld by the issuer at a price of $217.23 per share. Following these transactions, Plisinski directly owned 168,055 common shares.

Insider Trade Summary

11,824 shares exercised/converted

Mixed 4 txns

Insider Plisinski Michael P

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	11,824	$0.00	--
Exercise	Common Stock	18,445	$0.00	--
Tax Withholding	Common Stock	8,919	$217.23	$1.94M
Tax Withholding	Common Stock	3,632	$217.23	$789K

Holdings After Transaction: Performance Stock Unit — 0 shares (Direct); Common Stock — 180,606 shares (Direct)

Footnotes (1)

1. This transaction represents the settlement of performance stock units ("PSUs") granted on February 14, 2023 in shares of common stock of Onto Innovation Inc. on their scheduled vesting date of February 14, 2026 as a result of the satisfaction of the performance criteria at 156% of the target. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
02/14/2026

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	02/14/2026		M		18,445(1)	A	$0.0	180,606	D
Common Stock	02/14/2026		F		8,919(2)	D	$217.23	171,687	D
Common Stock	02/14/2026		F		3,632(2)	D	$217.23	168,055	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)	02/14/2026		M			11,824	02/14/2026	02/14/2026	Common Stock	11,824	$0.0	0	D

Explanation of Responses:

1. This transaction represents the settlement of performance stock units ("PSUs") granted on February 14, 2023 in shares of common stock of Onto Innovation Inc. on their scheduled vesting date of February 14, 2026 as a result of the satisfaction of the performance criteria at 156% 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: Yoon Ah Oh For: Michael Plisinski	02/18/2026
	** 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.
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FAQ

What did ONTO CEO Michael Plisinski report in this Form 4?

Michael Plisinski reported settlement of performance stock units into common shares and related tax withholding share dispositions. The filing shows equity awards vesting at 156% of target and issuer-withheld shares to satisfy tax obligations, adjusting his directly owned Onto Innovation common stock holdings.

How many Onto Innovation (ONTO) shares did the CEO acquire and dispose of?

The CEO acquired 18,445 shares of Onto Innovation common stock through settlement of performance stock units. He then had 8,919 shares and 3,632 shares withheld by the issuer to cover tax obligations, resulting in a net change that left him holding 168,055 common shares directly.

What triggered the vesting of Onto Innovation (ONTO) performance stock units?

The performance stock units vested because performance criteria were satisfied at 156% of the target level. These PSUs, originally granted on February 14, 2023, settled into shares of common stock on their scheduled vesting date of February 14, 2026, as described in the filing footnote.

Were Michael Plisinski’s Onto Innovation share dispositions open-market sales?

No, the reported dispositions were not open-market sales. Shares were withheld by Onto Innovation to satisfy tax withholding obligations related to vested restricted stock unit and performance stock unit grants, as indicated by transaction code F and the explanatory footnote in the Form 4 filing.

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

After the reported equity award settlement and tax withholding transactions, Michael Plisinski directly owned 168,055 shares of Onto Innovation common stock. This figure reflects the net position following PSU conversion into shares and the issuer’s share withholdings to cover associated tax liabilities.

What does transaction code M mean in the ONTO Form 4 filing?

Transaction code M indicates an exercise or conversion of a derivative security. In this case, it reflects performance stock units converting into common stock upon vesting, with no cash exercise price, as part of Michael Plisinski’s equity compensation from Onto Innovation Inc.