ONTO Innovation (ONTO) EVP reports 3,183 shares withheld for taxes on equity vesting

Rhea-AI Filing Summary

ONTO Innovation Inc. executive files Form 4 for tax withholding transaction

An executive officer of ONTO Innovation Inc. (ONTO), serving as EVP, Product Solutions Group, reported a stock transaction dated 12/02/2025. The filing shows that 3,183 shares of common stock were disposed of at a price of $154.01 per share in a transaction coded "F," which indicates shares withheld by the company to cover tax obligations on previously granted restricted stock units or performance stock units that vested. Following this withholding event, the executive beneficially owned 23,915 shares of ONTO common stock. This total includes 145 shares purchased on June 30, 2025 under the company’s Employee Stock Purchase Plan.

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)
12/02/2025

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	12/02/2025		F		3,183(1)	D	$154.01	23,915(2)	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. 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.

2. Includes 145 shares purchased on June 30, 2025 pursuant to the Issuer's Employee Stock Purchase Plan.

	By: Eric French For: Ido Dolev	12/04/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ONTO Innovation Inc. (ONTO) report on this Form 4?

The Form 4 reports that an ONTO Innovation Inc. executive disposed of 3,183 shares of common stock on 12/02/2025 in a transaction coded "F," which reflects shares withheld by the company to satisfy tax withholding obligations on vested equity awards.

Who is the reporting person in this ONTO Innovation (ONTO) Form 4 and what is their role?

The reporting person is an officer of ONTO Innovation Inc., serving as EVP, Product Solutions Group, and the filing is made by one reporting person.

How many ONTO Innovation (ONTO) shares does the executive own after the reported transaction?

After the reported tax withholding transaction, the executive beneficially owns 23,915 shares of ONTO Innovation Inc. common stock.

What does transaction code "F" mean in this ONTO Innovation (ONTO) Form 4?

Transaction code "F" indicates that the 3,183 shares were withheld by ONTO Innovation Inc. to satisfy tax withholding obligations arising from the vesting of restricted stock unit or performance stock unit grants previously awarded to the executive.

Does the ONTO Innovation (ONTO) Form 4 mention shares from an Employee Stock Purchase Plan?

Yes. The filing notes that the executive’s holdings include 145 shares that were purchased on June 30, 2025 under ONTO Innovation Inc.’s Employee Stock Purchase Plan.

Is this ONTO Innovation (ONTO) Form 4 filed for a single reporting person or a group?

The Form 4 is indicated as filed by one reporting person, not by more than one reporting person or a group.