Plisinski Michael P 4

4 · ONTO INNOVATION INC. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Onto Innovation CEO Michael Plisinski Receives Award; Shares Withheld

What Happened

Michael P. Plisinski, CEO of Onto Innovation, had performance stock units (PSUs) granted March 1, 2024 vest on March 1, 2026. The vesting converted into 10,568 shares of ONTO common stock. To satisfy tax withholding, 4,147 shares were withheld by the issuer (treated as a disposition) at a withholding price of $215.89 per share, generating $895,296 in tax withholding. The net result is approximately 6,421 shares retained by the CEO.

Key Details

Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (timely).
Conversion/settlement: 10,568 shares from PSUs (4,597 shares listed as acquired; 5,971 shown as derivative conversion).
Tax withholding: 2,222 shares ($479,708) and 1,925 shares ($415,588) withheld at $215.89 per share, total $895,296.
Shares owned after transaction: Not disclosed in this filing.
Footnotes:
- F1: PSUs granted 3/1/2024 vested at 77% of target and were settled in shares on 3/1/2026.
- F2: Shares were withheld by the issuer to satisfy tax withholding obligations (not an open-market sale).

Context

This was a vesting/settlement of equity compensation, not an open-market purchase or voluntary sale. The withheld shares are a routine tax-withholding mechanism (common with RSUs/PSUs) and do not necessarily signal a change in insider sentiment. The filing appears timely (filed within the standard Form 4 reporting window).

Form 4

Period: 2026-03-01

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-01+4,597→ 172,652 total
Tax Payment
Common Stock
[F2]
2026-03-01$215.89/sh−2,222$479,708→ 170,430 total
Tax Payment
Common Stock
[F2]
2026-03-01$215.89/sh−1,925$415,588→ 168,505 total
Exercise/Conversion
Performance Stock Unit
[F1]
2026-03-01−5,971→ 0 total
From: 2026-03-01Exp: 2026-03-01→ Common Stock (5,971 underlying)

Footnotes (2)

[F1]This transaction represents the settlement of performance stock units ("PSUs") granted on March 1, 2024 in shares of common stock of Onto Innovation Inc. on their scheduled vesting date of March 1, 2026 as a result of the satisfaction of the performance criteria at 77% of the target.
[F2]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.

Signature

By: Eric French For: Michael Plisinski|2026-03-03

1 file