Form 4: ONTO COOs 594-Share Withholding at $143.71 Leaves 11,342

Rhea-AI Filing Summary

Ramil Yaldaei, Chief Operating Officer and director of ONTO INNOVATION INC. (ONTO), reported a change in beneficial ownership on 10/03/2025. The filing shows 594 shares of common stock were disposed of at a price of $143.71; the form explains these shares were withheld by the issuer to satisfy tax withholding obligations from the vesting of restricted or performance stock units. After the reported transaction, the reporting person beneficially owns 11,342 shares, which includes 145 shares acquired on 06/30/2025 under the companys Employee Stock Purchase Plan.

Positive

• Insider retention: Reporting person still beneficially owns 11,342 shares after the transaction
• Disposition explained as tax withholding: The filing states the 594-share reduction was to satisfy tax withholding from vesting

Negative

• Share count reduced: 594 shares were disposed of, which slightly decreases insider holdings
• Market exposure: The withheld shares represent realized value at $143.71 per share, reducing potential future upside on those shares

Insights

Corporate Governance Analyst

TL;DR: The reported disposition was a tax-withholding action tied to equity vesting, not a discretionary open-market sale.

The form shows 594 shares were withheld at $143.71 to cover taxes when restricted or performance shares vested. Withholding to satisfy tax obligations is a routine administrative action that reduces the insiders share count without generating a separate open-market trade.

Key dependencies include future vesting schedules and any planned sales under trading plans; monitor equity grant vesting dates and subsequent Form 4 filings over the next 12 months for additional activity.

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

OMB Number:			3235-0287
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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^*

YALDAEI RAMIL

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		F		594(1)	D	$143.71	11,342(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: Ramil Yaldaei	10/06/2025
	** 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 ONTO insider Ramil Yaldaei report on 10/03/2025?

The Form 4 reports a disposition of 594 shares at $143.71, recorded as withholding to satisfy tax obligations from vested restricted or performance stock units.

How many ONTO shares does Ramil Yaldaei beneficially own after the transaction?

The filing shows beneficial ownership of 11,342 shares following the reported transaction.

Why were 594 shares disposed of according to the filing?

The filing explains the 594 shares were withheld by the issuer to satisfy tax withholding on vesting of equity awards, not an open-market sale.

Does the Form 4 show any purchases by the reporting person earlier in 2025?

Yes. The beneficial ownership total includes 145 shares purchased on 06/30/2025 under the Employee Stock Purchase Plan.

Where is this transaction recorded and who signed the filing?

The transaction is reported on a Form 4 filed under Section 16; the signature block shows the filing was submitted by Eric French on behalf of Ramil Yaldaei on 10/06/2025.