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KLA CORP (NASDAQ: KLAC) SVP secures max PRSU payout and new RSUs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KLA CORP reported equity compensation activity for SVP & Chief Accounting Officer Virendra A. Kirloskar. On August 5, 2026 he received 1,549.150 restricted stock units that vest 25% annually. On August 6, 2026 performance-based RSUs from a 2023 grant paid out at the maximum level, crediting 9,540 shares, while 2,364.967 shares were automatically withheld at $192.80 per share to cover required tax withholding.

Positive

  • None.

Negative

  • None.
Insider Kirloskar Virendra A
Role SVP & Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Common Stock F3, F4 9,540 $0.00 $0.00
Tax Withholding Common Stock F5, F6 2,364.967 $192.80 $456K
Grant/Award Common Stock F1, F2 1,549.15 $0.00 $0.00
Holdings After Transaction: Common Stock — 16,696.6309 shares (Direct)
Footnotes (6)
  1. F1. On August 5, 2026, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.
  2. F2. The number of shares of KLA common stock includes 9,460.540 shares issuable upon vesting of RSUs.
  3. F3. On August 3, 2023, in addition to the restricted stock units ("RSUs") granted that were subject to only service-based vesting conditions, the Reporting Person was also granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") for a target number of shares equal to 6,360.000 shares of KLA common stock. The maximum number of shares issuable under these PRSUs is 150% of the target shares if KLA's free cash flow relative to its peers was at the 75th percentile or greater for the three years in the period ended June 30, 2026. On August 6, 2026, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to these PRSUs were satisfied at the maximum level. Fifty percent (50%) of the PRSUs will vest today, August 6, 2026, and the remaining fifty percent (50%) of the PRSUs will vest on August 3, 2027, subject to the continued service of the Reporting Person.
  4. F4. The number of shares of KLA common stock includes 19,000.540 shares issuable upon vesting of RSUs.
  5. F5. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA common stock as reported on August 5, 2026.
  6. F6. The number of shares of KLA common stock includes 14,230.540 shares issuable upon vesting of RSUs.
RSU grant 1,549.150 shares Restricted stock units granted on August 5, 2026; vest 25% annually.
PRSU target shares 6,360.000 shares Target number of shares for the August 3, 2023 performance-based RSU grant.
Maximum PRSU payout 150% of target shares Maximum shares issuable if free cash flow performance was at the 75th percentile or greater.
Performance RSU-related shares 9,540.000 shares Common stock associated with performance-based RSUs on August 6, 2026.
Shares withheld for taxes 2,364.967 shares Automatically withheld at vesting to cover required tax withholding.
Tax withholding share price $192.8000 per share Closing price on August 5, 2026 used to calculate the number of shares withheld.
RSUs after August 5 grant 9,460.540 shares Shares of KLA common stock issuable upon vesting of RSUs after the August 5, 2026 grant.
RSUs after tax withholding 14,230.540 shares Shares issuable upon vesting of RSUs after August 6, 2026 vesting and related tax withholding.
restricted stock units ("RSUs") financial
"On August 5, 2026, the Reporting Person received a grant of RSUs."
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.
performance-based and service-based vesting conditions financial
"granted RSUs with both performance-based and service-based vesting conditions ("PRSUs")"
"PRSUs" financial
"RSUs with both performance-based and service-based vesting conditions ("PRSUs") for a target number of shares"
free cash flow relative to its peers financial
"if KLA's free cash flow relative to its peers was at the 75th percentile or greater"
required tax withholding financial
"shares of KLA common stock were automatically withheld at vesting to cover required tax withholding."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity awards did KLA (KLAC) grant to Virendra A. Kirloskar in August 2026?
Virendra A. Kirloskar received 1,549.150 restricted stock units on August 5, 2026 and a 9,540-share award tied to performance-based RSUs on August 6, 2026, after KLA determined the related performance conditions were satisfied at the maximum level.

How do the new RSUs for KLA (KLAC)'s SVP & Chief Accounting Officer vest?
The 1,549.150 RSUs granted on August 5, 2026 vest 25% annually from the date of grant. This means the award will vest in four equal installments over four years, assuming Virendra A. Kirloskar continues to provide service to KLA during that period.

What performance conditions triggered the PRSU payout for KLA (KLAC) executive Virendra Kirloskar?
The PRSUs were based on KLA’s free cash flow relative to its peers over three years ending June 30, 2026. The Board and Compensation and Talent Committee determined performance was at the maximum level, leading to the performance-based RSUs paying out at the highest share level.

How many KLA (KLAC) shares were withheld to cover taxes on the vesting?
To satisfy required tax withholding at vesting, KLA automatically withheld 2,364.967 shares of common stock. The number of shares withheld was calculated using the $192.80 closing price of KLA common stock reported on August 5, 2026 as the fair market value.

What RSU balances does Virendra A. Kirloskar hold in KLA (KLAC) after these transactions?
Footnotes state that RSUs represented 9,460.540 shares issuable upon vesting after the August 5, 2026 grant. After the August 6, 2026 performance vesting and related tax withholding, RSUs represented 14,230.540 shares of KLA common stock issuable upon future vesting events.

What was the original target size and maximum payout for the 2023 PRSU grant at KLA (KLAC)?
In 2023, Virendra A. Kirloskar received PRSUs for a target of 6,360.000 shares of KLA common stock. The maximum number of shares issuable was 150% of this target if KLA’s free cash flow versus peers reached the 75th percentile or higher over the three-year performance period.
SEC Form 4
FORM 4UNITED 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*
Kirloskar Virendra A
(Last)(First)(Middle)
ONE TECHNOLOGY DRIVE
(Street)
MILPITAS CALIFORNIA 95035
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
KLA CORP [ KLAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/05/2026A1,549.15(1)A$09,521.5979(2)D
Common Stock08/06/2026A9,540(3)A$019,061.5979(4)D
Common Stock08/06/2026F2,364.967(5)D$192.816,696.6309(6)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 5, 2026, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.
2. The number of shares of KLA common stock includes 9,460.540 shares issuable upon vesting of RSUs.
3. On August 3, 2023, in addition to the restricted stock units ("RSUs") granted that were subject to only service-based vesting conditions, the Reporting Person was also granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") for a target number of shares equal to 6,360.000 shares of KLA common stock. The maximum number of shares issuable under these PRSUs is 150% of the target shares if KLA's free cash flow relative to its peers was at the 75th percentile or greater for the three years in the period ended June 30, 2026. On August 6, 2026, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to these PRSUs were satisfied at the maximum level. Fifty percent (50%) of the PRSUs will vest today, August 6, 2026, and the remaining fifty percent (50%) of the PRSUs will vest on August 3, 2027, subject to the continued service of the Reporting Person.
4. The number of shares of KLA common stock includes 19,000.540 shares issuable upon vesting of RSUs.
5. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA common stock as reported on August 5, 2026.
6. The number of shares of KLA common stock includes 14,230.540 shares issuable upon vesting of RSUs.
/s/ Jeffrey S. Cannon, as attorney-in-fact for Virendra A. Kirloskar08/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR