Onto Innovation (ONTO) CFO receives stock and performance unit grants

Rhea-AI Filing Summary

ROBERTS BRIAN K reported acquisition or exercise transactions in this Form 4 filing.

Onto Innovation Inc. Chief Financial Officer Brian K. Roberts reported equity award grants on March 2, 2026. He received 3,096 shares of common stock and new awards of performance stock units, all at a stated price of $0.00 per share as compensation.

The common stock grant and RSUs vest in three equal annual installments over three years from the award date. The performance stock units represent a target number of shares, with actual vesting ranging from 0% to 200% based on performance criteria over the award period.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider ROBERTS BRIAN K

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Unit	1,548	$0.00	--
Grant/Award	Performance Stock Unit	1,548	$0.00	--
Grant/Award	Common Stock	3,096	$0.00	--

Holdings After Transaction: Performance Stock Unit — 1,548 shares (Direct); Common Stock — 24,271 shares (Direct)

Footnotes (1)

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. 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.

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
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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^*

ROBERTS BRIAN K

(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 Financial 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		3,096(1)	A	$0.0	24,271	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	(2)	03/02/2026		A		1,548		(2)	03/02/2028	Common Stock	1,548	$0.0	1,548	D
Performance Stock Unit	(2)	03/02/2026		A		1,548		(2)	03/02/2029	Common Stock	1,548	$0.0	1,548	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. 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: Brian Roberts	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did ONTO CFO Brian K. Roberts report in this Form 4?

Brian K. Roberts reported equity awards as compensation, not open-market trades. The filing shows grants of common stock and performance-based stock units awarded at a stated price of $0.00 per share on March 2, 2026, reflecting stock-based compensation.

How many ONTO common shares were granted to the CFO in this filing?

The CFO was granted 3,096 shares of Onto Innovation common stock. These shares are part of his compensation package and vest over time, rather than being purchased on the market, aligning his interests with long-term company performance.

What are the performance stock units (PSUs) granted to ONTO’s CFO?

The CFO received performance stock units that each represent a right to one share of common stock. The number that ultimately vests can range from 0% to 200% of the target amount, depending on specific performance criteria over the award period.

How do the ONTO restricted stock units (RSUs) vest for the CFO?

The RSUs granted to the CFO vest in three equal annual installments. Each unit represents a right to receive one share of Onto Innovation common stock, with one-third of the award vesting each year over the three-year vesting schedule.

Is this ONTO Form 4 a stock purchase or routine compensation?

This Form 4 reflects routine stock-based compensation awards, not open-market purchases. The grants of common stock, RSUs, and PSUs were reported at a $0.00 price, consistent with equity incentives rather than discretionary buying or selling in the public market.

Does the ONTO CFO have direct ownership of the reported awards?

The filing shows the awards as directly owned by the CFO. Both the common stock and the derivative awards are listed with direct ownership, indicating they are held in his name and subject to the stated vesting and performance conditions.