ONTO Innovation (ONTO) CEO reports new stock and PSU awards

Rhea-AI Filing Summary

ONTO Innovation Inc. Chief Executive Officer Michael P. Plisinski reported equity compensation and a related tax-withholding share disposition. He received a grant of 14,479 shares of common stock and two separate performance stock unit awards of 7,239 units each, all at a stated price of $0.00 per unit. The restricted stock units vest in three equal annual installments, while the performance stock units can vest between 0% and 200% of the target amount based on performance criteria. To cover tax obligations from vesting of prior awards, 3,742 common shares were withheld at $207.50 per share, leaving him with 179,242 common shares held directly.

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^*

Plisinski Michael P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		14,479(1)	A	$0.0	182,984	D
Common Stock	03/03/2026		F		3,742(2)	D	$207.5	179,242	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
Performance Stock Unit	(3)	03/02/2026		A		7,239		(3)	03/02/2028	Common Stock	7,239	$0.0	7,239	D
Performance Stock Unit	(3)	03/02/2026		A		7,239		(3)	03/02/2029	Common Stock	7,239	$0.0	7,239	D

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.

2. 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.

3. The Reporting Person was granted performance stock units ("PSUs"), each of which represents a contingent right to receive one share of ONTO common stock. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number shown, and is based on specific performance criteria from the award date through the expiration date.

	By: Eric French For: Michael Plisinski	03/04/2026
	** 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).
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FAQ

What insider transactions did ONTO CEO Michael Plisinski report on this Form 4?

Michael Plisinski reported equity awards and a tax-related share withholding. He received 14,479 common shares and two performance stock unit grants of 7,239 units each, plus 3,742 common shares were withheld to satisfy tax obligations tied to vesting awards.

How many ONTO common shares were granted to the CEO and at what price?

He was granted 14,479 shares of ONTO common stock at a stated price of $0.00 per share. These shares are structured as restricted stock units that vest over time rather than being purchased in a cash transaction on the open market.

What are the terms of Michael Plisinski’s restricted stock unit awards from ONTO?

The restricted stock units each represent the right to receive one ONTO common share. They vest annually in equal one-third increments over a three-year period from the award date, tying continued service to eventual share delivery and potential ownership.

How do ONTO Innovation performance stock units granted to the CEO vest?

Each performance stock unit gives a contingent right to one ONTO common share. The number that ultimately vests can range from 0% to 200% of the 7,239-unit targets, based on specific performance criteria measured from the award date through the award’s expiration.

Why were 3,742 ONTO shares disposed of in this Form 4 filing?

The 3,742 shares represent stock withheld by ONTO to cover tax withholding obligations from vesting restricted stock unit or performance stock unit grants. This is a tax-withholding disposition, not an open-market sale initiated for investment or trading purposes.

How many ONTO common shares does the CEO hold after these transactions?

Following the tax-withholding share disposition, Michael Plisinski directly holds 179,242 shares of ONTO common stock. This figure reflects his remaining direct ownership after the issuer withheld 3,742 shares to satisfy tax obligations related to vesting equity awards.