ONTO Innovation (ONTO) director granted 761 RSUs, lifts direct holdings to 3,536 shares

Rhea-AI Filing Summary

SCHWARTZ STEPHEN S reported acquisition or exercise transactions in this Form 4 filing.

ONTO Innovation Inc. director Stephen S. Schwartz reported an award of 761 shares of common stock in the form of restricted stock units. These RSUs were granted at no cash cost and increase his direct holdings to 3,536 shares after the award.

The footnote explains that each RSU represents a right to receive one share of common stock, with 100% of the shares scheduled to vest one year from the grant date. Schwartz has elected to defer settlement of these RSUs under the Onto Innovation Nonqualified Deferred Compensation Plan, so the actual shares will be issued later in line with his deferral election.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SCHWARTZ STEPHEN S

Role null

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

Holdings After Transaction: Common Stock — 3,536 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 761 shares Grant price: $0.0000 per share Post-transaction holdings: 3,536 shares +1 more

4 metrics

RSUs granted 761 shares Restricted stock unit award on common stock

Grant price $0.0000 per share Reported transaction price for RSU grant

Post-transaction holdings 3,536 shares Direct common stock owned after award

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

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

"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 →

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^*

SCHWARTZ STEPHEN S

(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	3,536	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. 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: Stephen S. Schwartz	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)

FAQ

What insider transaction did ONTO director Stephen S. Schwartz report on this Form 4 for ONTO?

Stephen S. Schwartz reported receiving 761 shares of ONTO common stock in the form of restricted stock units. These RSUs were granted at no cash cost and represent an equity-based compensation award rather than an open-market share purchase or sale.

How many ONTO Innovation (ONTO) shares does Stephen S. Schwartz hold after this RSU grant?

After the grant, Stephen S. Schwartz directly holds 3,536 shares of ONTO common stock. This total includes the 761-share restricted stock unit award reported in the filing and reflects his direct ownership position following the transaction date disclosed.

When do Stephen S. Schwartz’s new ONTO (ONTO) RSUs vest according to the Form 4 footnote?

The footnote states that 100% of the shares subject to the RSU award vest one year from the grant date. Once vested, the underlying shares of ONTO common stock become deliverable, subject to Schwartz’s separate deferral election arrangements described in the plan.

What does the deferral election mean for Stephen S. Schwartz’s ONTO RSU grant?

Schwartz elected to defer settlement of these RSUs under the Onto Innovation Nonqualified Deferred Compensation Plan. This means that after the units vest, the actual common shares will be issued later, following the timing and terms specified in his individual deferral election.

Was cash paid for the ONTO (ONTO) RSUs granted to Stephen S. Schwartz?

No cash was paid for this award; the reported price per share is 0.0000. The 761 restricted stock units represent a stock-based compensation grant, providing a contingent right to receive ONTO common shares rather than reflecting an open-market purchase transaction.