ONTO director receives 761-share RSU stock award

ONTO Innovation Inc. director Stephen Douglas Kelley reported an acquisition of company stock through an equity award.

Rhea-AI Filing Summary

ONTO Innovation Inc. director Stephen Douglas Kelley reported an acquisition of company stock through an equity award. He received 761 shares of Common Stock at no cash cost, in the form of restricted stock units (RSUs). These RSUs each represent a contingent right to receive one share of ONTO common stock.

All 761 shares subject to the RSU grant vest in a single tranche one year from the grant date, so the award will fully vest after that one-year period. Following this grant, Kelley directly holds 6,384 shares of ONTO common stock, reflecting his updated ownership position reported in this filing.

Insider Trade Summary

Grant/Award: 761 shares

Grant/Award 1 txn

Insider Kelley Stephen Douglas

Role Director

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

Holdings After Transaction: Common Stock — 6,384 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 761 shares Award price: $0.00 per share Post-transaction holdings: 6,384 shares +1 more

4 metrics

RSU grant size 761 shares Restricted stock units awarded on the reported grant date

Award price $0.00 per share Reported transaction price per share for the RSU grant

Post-transaction holdings 6,384 shares Total ONTO common shares directly owned after the grant

Vesting schedule 1 year from grant date 100% of RSU shares vest after one year

Key Terms

restricted stock units, RSUs, contingent right

3 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

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

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

contingent right financial

"each of which represents a contingent right to receive one (1) share of ONTO Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ONTO (ONTO) director Stephen Douglas Kelley report?

Stephen Douglas Kelley reported receiving 761 shares of ONTO common stock via a restricted stock unit grant. The award was recorded at a price of $0.00 per share and increased his directly held position to 6,384 shares after the transaction.

Was the ONTO (ONTO) transaction an open-market buy or a stock award?

The transaction was a stock award, not an open-market purchase. Kelley received 761 shares through restricted stock units classified as a grant or other acquisition, with no cash price per share, reflecting compensation rather than a discretionary market trade.

How many ONTO (ONTO) shares does Stephen Douglas Kelley own after this Form 4?

After the reported grant, Kelley directly owns 6,384 shares of ONTO common stock. This total includes the 761 shares underlying the restricted stock unit award disclosed in the filing, updating his reported ownership position as of the transaction date.

What are the vesting terms of Stephen Douglas Kelley’s ONTO (ONTO) RSU grant?

The RSU grant vests fully one year from the grant date. All 761 restricted stock units convert into common shares at that time, provided the vesting conditions are met, as each RSU represents a contingent right to receive one share of common stock.

Does the ONTO (ONTO) Form 4 indicate any derivative or option exercises?

The Form 4 does not report any derivative or option exercises. It only shows a non-derivative acquisition of 761 shares of common stock through a restricted stock unit grant, with no remaining derivative positions listed in the derivative summary section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:43 PM Learn about SEC filing dates

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^*

Kelley Stephen Douglas

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A		761(1)	A	$0.0	6,384	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. 100% of the shares of Common Stock subject to the RSU vest one (1) year from the grant date.

	By: Eric French For: Stephen Douglas Kelley	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)