Equity awards vest for ONTO (ONTO) counsel as shares withheld for taxes

Rhea-AI Filing Summary

ONTO Innovation Inc. senior vice president and general counsel Yoon Ah Oh reported equity award activity. On February 14, 2026, performance stock units granted on February 14, 2023 vested at 156% of target, converting into 3,084 shares of common stock. To cover tax withholding on these and other prior stock-based awards, 1,595 shares of common stock were withheld by the company, leaving the executive with 19,499 shares of directly owned 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^*

OH Yoon Ah

(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)
	SVP, Gen Counsel & Corp Sec

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		3,084(1)	A	$0.0	21,094	D
Common Stock	02/14/2026		F		1,094(2)	D	$217.23	20,000	D
Common Stock	02/14/2026		F		501(2)	D	$217.23	19,499	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			1,977	02/14/2026	02/14/2026	Common Stock	1,977	$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.

	Yoon Ah Oh	02/18/2026
	** 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) executive Yoon Ah Oh report in this Form 4?

Yoon Ah Oh reported the vesting and settlement of performance stock units into 3,084 shares of ONTO common stock. The filing also shows shares withheld to satisfy tax obligations and confirms 19,499 shares of direct common stock ownership afterward.

How many ONTO Innovation (ONTO) shares did the performance stock units convert into?

The performance stock units converted into 3,084 shares of ONTO common stock on February 14, 2026. These PSUs were originally granted on February 14, 2023 and vested after performance criteria were achieved at 156% of the target level.

What does 156% of target performance mean for ONTO (ONTO) PSUs?

A 156% of target performance result means the performance goals for the PSUs were exceeded, increasing the number of shares delivered. As disclosed, this higher achievement drove the final share settlement upon vesting of the February 14, 2023 grant.

Why were ONTO Innovation (ONTO) shares disposed of in this Form 4?

The dispositions reflect shares withheld by ONTO Innovation to cover tax withholding obligations. These withholdings relate to the vesting of restricted stock unit and performance stock unit awards previously granted to the reporting executive, not open-market sales.

How many ONTO Innovation (ONTO) shares were withheld for taxes in this filing?

The filing reports 1,094 shares and 501 shares of ONTO common stock withheld at a price of $217.23 per share. These withholdings satisfied tax liabilities associated with vesting equity awards, rather than discretionary sales by the executive.

What is Yoon Ah Oh’s ONTO (ONTO) share ownership after these transactions?

After the reported vesting and tax-withholding transactions, Yoon Ah Oh holds 19,499 shares of ONTO common stock directly. This figure reflects the net position following the PSU conversion and the shares withheld to meet related tax obligations.