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KLA (KLAC) CEO Wallace details RSU vesting, tax withholding and ESPP share purchase

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KLA Corp President and CEO Richard P. Wallace reported routine equity compensation-related transactions in KLA common stock. On June 30, 2026, 92,477.700 performance-based restricted stock units vested following the Board’s prior determination that the applicable performance conditions for the second tranche were satisfied.

To cover required tax withholding on the vested shares, 45,850.444 shares were automatically withheld at a price of $278.39 per share, a non-market, tax-withholding disposition. Separately, he acquired 196.1599 shares at $108.33 per share under the employee stock purchase plan, reflecting 85% of the closing price on January 2, 2026, the first day of that offering period.

After these transactions, Wallace’s reported holdings include 714,026.2399 shares of KLA common stock, which at different points include 575,111.680 and later 482,633.980 shares issuable upon vesting of RSUs. The filing shows compensation-driven and tax-related adjustments rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider WALLACE RICHARD P
Role President and CEO
Type Security Shares Price Value
Other Common Stock 196.16 $108.33 $21K
Tax Withholding Common Stock 45,850.444 $278.39 $12.76M
Holdings After Transaction: Common Stock — 714,026.24 shares (Direct, null)
Footnotes (1)
  1. Purchased under the registrant's employee stock purchase plan. Represents 85% of the closing price of the registrant's common stock on January 2, 2026, the first day of the offering period under the employee stock purchase plan. The number of shares of KLA common stock includes 575,111.680 shares issuable upon vesting of restricted stock units ("RSUs"). On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the second tranche of these PRSUs were satisfied. On June 30, 2026, 92,477.700 shares vested. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 92,477.700 shares of KLA common stock that vested. 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 June 29, 2026 The number of shares of KLA common stock includes 482,633.980 shares issuable upon vesting of RSUs.
Tax-withheld shares 45,850.444 shares Shares automatically withheld for required tax withholding on vested RSUs at $278.39/share
Tax withholding price $278.39 per share Fair market value used to calculate RSU tax-withholding shares on June 29, 2026
Vested PRSUs 92,477.700 shares Second tranche of 2022 performance-based RSUs vesting on June 30, 2026
Post-transaction holdings 714,026.2399 shares KLA common stock held by Richard P. Wallace after reported transactions
RSUs included (before vest) 575,111.680 shares Shares issuable upon RSU vesting included in reported holdings before June 30, 2026 vesting
RSUs included (after vest) 482,633.980 shares Shares issuable upon RSU vesting included in reported holdings after June 30, 2026 vesting
ESPP purchase 196.1599 shares at $108.33 Shares purchased under employee stock purchase plan at 85% of January 2, 2026 closing price
ESPP discount 85% of closing price Employee stock purchase plan price as a percentage of January 2, 2026 closing price
employee stock purchase plan financial
"Purchased under the registrant's employee stock purchase plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
restricted stock units ("RSUs") financial
"The number of shares of KLA common stock includes 575,111.680 shares issuable upon vesting of restricted stock units ("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 ("PRSUs") financial
"the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches."
offering period financial
"the first day of the offering period under the employee stock purchase plan."
tax withholding financial
"shares of KLA common stock were automatically withheld to cover required tax withholding on the 92,477.700 shares"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
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Form 4 Insider Transactions: What Each Field Means →
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*
WALLACE RICHARD P
(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)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		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 Stock06/30/2026JV196.1599(1)A$108.33(2)714,026.2399(3)D
Common Stock06/30/2026F45,850.444(4)(5)D$278.39668,175.7959(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. Purchased under the registrant's employee stock purchase plan.
2. Represents 85% of the closing price of the registrant's common stock on January 2, 2026, the first day of the offering period under the employee stock purchase plan.
3. The number of shares of KLA common stock includes 575,111.680 shares issuable upon vesting of restricted stock units ("RSUs").
4. On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the second tranche of these PRSUs were satisfied. On June 30, 2026, 92,477.700 shares vested.
5. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 92,477.700 shares of KLA common stock that vested. 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 June 29, 2026
6. The number of shares of KLA common stock includes 482,633.980 shares issuable upon vesting of RSUs.
Remarks:
Adjusted to reflect a ten-for-one stock split of the registrant's common stock effective after market close on June 11, 2026.
/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace07/02/2026
** 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

FAQ

What insider transactions did KLA (KLAC) CEO Richard P. Wallace report?

Richard P. Wallace reported equity compensation-related transactions, including vesting of 92,477.700 performance-based RSUs and an automatic tax-withholding share disposition. He also recorded a small acquisition of 196.1599 shares through the employee stock purchase plan, with no open-market buying or selling disclosed.

How many KLA (KLAC) shares were withheld for CEO tax obligations?

45,850.444 KLA shares were automatically withheld to cover required tax withholding on 92,477.700 vested RSUs. The withholding used a fair market value of $278.39 per share, based on the closing price of KLA common stock reported on June 29, 2026.

How many KLA (KLAC) shares does the CEO hold after these transactions?

After the reported transactions, Richard P. Wallace holds 714,026.2399 shares of KLA common stock. That total includes a substantial component of shares issuable upon future vesting of restricted stock units, as disclosed in the filing’s RSU footnotes.

What performance-based RSUs vested for the KLA (KLAC) CEO?

92,477.700 performance-based RSUs vested for Richard P. Wallace from a 2022 grant divided into three tranches. KLA’s Board and Compensation and Talent Committee previously determined that performance conditions for the second tranche were satisfied, leading to this vesting event on June 30, 2026.

How did KLA (KLAC) CEO acquire shares under the employee stock purchase plan?

Wallace acquired 196.1599 KLA shares under the employee stock purchase plan. The purchase price was $108.33 per share, representing 85% of the closing price of KLA common stock on January 2, 2026, the first day of that ESPP offering period.

How many KLA (KLAC) RSUs are included in the CEO’s reported holdings?

The CEO’s reported KLA holdings include large RSU components. Before vesting, they included 575,111.680 shares issuable upon RSU vesting, and after the June 30, 2026 vesting and withholding, 482,633.980 shares remained issuable upon vesting of restricted stock units.