Plisinski Michael P 4

What Happened Michael P. Plisinski, CEO of Onto Innovation Inc. (ONTO), had performance stock units (PSUs) granted Feb 14, 2023 vest on Feb 14, 2026. The filing shows 18,445 shares delivered on settlement (derivative conversion, code M). To satisfy tax-withholding obligations, the issuer withheld 8,919 shares ($1,937,474) and 3,632 shares ($788,979) at $217.23 per share — a combined withholding of 12,551 shares totaling $2,726,453. The filing also reports 11,824 shares (derivative) recorded as disposed at $0, consistent with the settlement mechanics shown.

Key Details

• Transaction date: 2026-02-14 (reported on Form 4 filed 2026-02-18).
• Primary action: PSUs vested/converted to common stock (code M); shares withheld for tax (code F).
• Shares delivered on settlement: 18,445.
• Shares withheld for taxes: 8,919 ( $1,937,474 ) and 3,632 ( $788,979 ); total withheld = 12,551 shares / $2,726,453.
• Price listed for withholding transactions: $217.23 per share.
• Footnote: PSUs were granted Feb 14, 2023 and vested at 156% of target (per filing).
• Footnote: Withheld shares were used to satisfy tax withholding obligations related to vesting.
• Shares owned after the transaction: not disclosed in the provided filing excerpt.
• Timeliness: Filing on Feb 18 appears timely for the Feb 14 vesting (no late filing indicated).

Context This was not an open-market sale or purchase for investment: the activity reflects a scheduled PSU settlement with shares withheld by the company to cover tax liabilities (a common, administrative transaction). The zero exercise price reflects conversion/settlement of awarded PSUs rather than a cash exercise of stock options.