ONTO Innovation (ONTO) director awarded 761 RSUs with deferred settlement

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lynch Susan D reported acquisition or exercise transactions in this Form 4 filing.

ONTO Innovation Inc. director Susan D. Lynch received a grant of 761 restricted stock units (RSUs), each representing one share of common stock at no purchase price. All RSUs vest one year from the grant date, and Lynch has elected to defer settlement under the company’s nonqualified deferred compensation plan, with shares to be issued according to her deferral election. Following this award, she holds 3,684 shares of common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lynch Susan D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	761	$0.00	--

Holdings After Transaction: Common Stock — 3,684 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 761 RSUs Grant price: $0.0000 per share Vesting period: 1 year +1 more

4 metrics

RSU grant size 761 RSUs Restricted stock units granted to director on Form 4

Grant price $0.0000 per share RSUs granted at no purchase price

Vesting period 1 year 100% of RSUs vest one year from grant date

Post-transaction holdings 3,684 shares Common stock directly held after RSU grant

Key Terms

restricted stock units ("RSUs"), Nonqualified Deferred Compensation Plan, vest

3 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one (1) share"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Nonqualified Deferred Compensation Plan financial

"The Reporting Person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan."

vest financial

"100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:46 PM

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
Estimated average burden
hours per response:			0.5

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^*

Lynch Susan D

(Last)

(First)

(Middle)

C/O ONTO INNOVATION INC.

16 JONSPIN ROAD

(Street)

WILMINGTON

MASSACHUSETTS

01887

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		A		761⁽¹⁾	A	$0.0	3,684	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date. The Reporting Person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan. Once vested, the shares will be issued in accordance with the Reporting Person's deferral election.

	By: Eric French For: Susan D. Lynch	05/22/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ONTO director Susan D. Lynch report on this Form 4?

Susan D. Lynch reported receiving a grant of 761 restricted stock units, each representing one share of ONTO Innovation common stock. The award was granted at no purchase price and is part of her equity-based compensation as a director.

When do Susan D. Lynch’s ONTO restricted stock units vest and settle?

All 761 ONTO RSUs granted to Susan D. Lynch vest one year from the grant date. She has elected to defer settlement under the Onto Innovation Nonqualified Deferred Compensation Plan, so shares will be issued later according to her deferral election.

Did Susan D. Lynch buy or sell ONTO Innovation shares in the open market?

No open-market purchase or sale occurred. The Form 4 shows a grant of 761 restricted stock units at a zero-dollar price, classified as a grant, award, or other acquisition rather than a market trade in ONTO Innovation shares.

How many ONTO Innovation shares does Susan D. Lynch hold after this RSU grant?

After the reported RSU grant, Susan D. Lynch’s direct holdings total 3,684 shares of ONTO Innovation common stock. This figure reflects her position following the award, as disclosed in the Form 4’s post-transaction ownership column.

What is the Onto Innovation Nonqualified Deferred Compensation Plan mentioned in the Form 4?

The Onto Innovation Nonqualified Deferred Compensation Plan allows participants to defer settlement of awards like RSUs. Susan D. Lynch elected to defer settlement of her 761 RSUs, so shares will be delivered later in line with her chosen deferral terms.