[Form 4] Onto Innovation Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 09/02/2025 Shirley Chen, listed as an officer (SVP, Customer Success) and director of Onto Innovation Inc. (ONTO), was granted 12,994 restricted stock units (RSUs). The Form 4 reports the acquisition at $0.00 per unit and shows 12,994 shares beneficially owned following the grant, held in a direct ownership form. The filing explains each RSU represents the contingent right to one share of ONTO common stock and that the RSUs vest annually in equal one-third increments over three years from the award date.

This disclosure is a routine insider equity compensation grant: it documents the number of RSUs awarded, the vesting schedule, and the reporting person’s relationship to the issuer. No exercise, sale, or derivative transactions are reported in this filing.

Positive

• 12,994 RSUs granted to Shirley Chen, clearly disclosed on the Form 4
• Vesting schedule provided: RSUs vest in equal one‑third annual increments over three years, giving clear retention timeline
• Reported as direct ownership of the RSUs following the grant

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer received 12,994 RSUs with a three-year annual vesting schedule; a standard compensation grant with limited immediate market impact.

The Form 4 documents a non-cash grant of 12,994 RSUs to Shirley Chen on 09/02/2025, reported as acquired at $0.00 and held directly. RSUs convert to common shares on vesting, which implies future dilution only as units vest and shares are issued. The grant size and vesting cadence are explicitly stated, but the filing does not disclose the grant date fair value, the award’s expense recognition, or whether the grant is part of a broader long-term incentive program. Based solely on the filing, this is a routine insider compensation disclosure rather than a material corporate event.

Corporate Governance Expert

TL;DR: Disclosure shows standard equity-based compensation and a multi-year vesting schedule consistent with retention objectives.

The report identifies Shirley Chen as SVP, Customer Success and a director and records a grant of 12,994 RSUs vesting in three equal annual tranches. The filing meets Section 16 reporting requirements by specifying acquisition date, amount, and ownership form. It does not provide additional governance context such as board approval details or plan documents; those would reside in company proxy or grant notices. From a governance perspective, the filing is a routine transparency item documenting insider alignment with shareholders through time-based equity awards.

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^*

Chen Shirley

(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, Customer Success

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		12,994(1)	A	$0.0	12,994	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: Shirley Chen	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.
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 did Shirley Chen acquire according to the ONTO Form 4?

The Form 4 reports Shirley Chen was granted 12,994 restricted stock units (RSUs) on 09/02/2025.

What is the vesting schedule for the RSUs reported on the ONTO Form 4?

The RSUs vest annually in equal one‑third increments over three years from the award date.

What price was reported for the RSU acquisition in the Form 4?

The transaction is reported at a price of $0.00 per RSU.

How many shares does Shirley Chen beneficially own following the reported transaction?

The filing shows 12,994 shares beneficially owned following the reported acquisition.

What is Shirley Chen’s role at Onto Innovation as stated in the Form 4?

The Form 4 lists Shirley Chen as a Director and an Officer with the title SVP, Customer Success.