KLA CORP (KLAC) EVP logs share sale, RSU vesting and tax withholding

Rhea-AI Filing Summary

KLA CORP executive Mary Beth Wilkinson, EVP, CLO and Secretary, reported an open-market sale of 14,392 shares of common stock at $285.30 per share on July 1, 2026. After this transaction, she directly holds 53,367.295 shares of KLA common stock.

The filing also shows a separate disposition of 10,259.765 shares on June 30, 2026 to cover tax withholding obligations tied to vesting restricted stock units. Footnotes state that 24,651.900 shares from a 2022 performance-based RSU grant vested on that date, and the tax shares were automatically withheld based on the June 29, 2026 closing price.

According to the disclosure, Wilkinson’s reported holdings include 53,297.820 shares issuable upon vesting of RSUs. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 2, 2026, indicating the sale was scheduled in advance rather than timed discretionarily.

Insights

Equity compensation and insider-trading analyst

Executive’s share sale is partly offset by RSU vesting and appears routine under a pre-planned 10b5-1 program.

The filing shows EVP and CLO Mary Beth Wilkinson sold 14,392 shares of KLA CORP common stock at $285.30 per share in an open-market transaction. She still holds 53,367.295 shares directly, so this is a partial reduction rather than an exit.

A separate F-code transaction on June 30, 2026 reflects 10,259.765 shares withheld to pay taxes on 24,651.900 vested PRSUs from a 2022 grant. Such tax-withholding dispositions are mechanical and do not represent an open-market sale decision.

Footnotes also note that her position includes 53,297.820 RSU-based shares, highlighting significant ongoing equity exposure. The sale was made under a Rule 10b5-1 trading plan adopted on February 2, 2026, which typically indicates pre-scheduled, programmatic selling rather than opportunistic timing. Overall, the activity looks like routine compensation-related vesting plus a planned share sale.

Insider Trade Summary 10b5-1

Net Seller: 14,392 shares ($4,106,038)

Net Sell 2 txns

Insider Wilkinson Mary Beth

Role EVP, CLO and Secretary

Sold 14,392 shs ($4.11M)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,392	$285.30	$4.11M
Tax Withholding	Common Stock	10,259.765	$278.39	$2.86M

Holdings After Transaction: Common Stock — 53,367.295 shares (Direct, null)

Footnotes (1)

1. 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, 24,651.900 shares vested. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 24,651.900 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 53,297.820 shares issuable upon vesting of restricted stock units ("RSUs"). This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026.

Key Figures

Open-market sale: 14,392 shares at $285.30/share Post-sale holdings: 53,367.295 shares Tax-withholding shares: 10,259.765 shares at $278.39/share +3 more

6 metrics

Open-market sale 14,392 shares at $285.30/share Common Stock sale on July 1, 2026

Post-sale holdings 53,367.295 shares Shares held directly after July 1, 2026 sale

Tax-withholding shares 10,259.765 shares at $278.39/share Shares withheld for taxes on June 30, 2026

PRSUs vested 24,651.900 shares Performance-based RSUs vested on June 30, 2026

RSUs included in holdings 53,297.820 shares Shares issuable upon RSU vesting included in holdings

Net sell shares 14,392 shares Net open-market selling across reported transactions

Key Terms

restricted stock units ("RSUs"), performance-based and service-based vesting conditions, PRSUs, tax withholding, +1 more

5 terms

restricted stock units ("RSUs") financial

"The number of shares of KLA common stock includes 53,297.820 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 financial

"the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches."

PRSUs financial

"RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches."

A PRSU is a type of employee equity award that turns into actual company shares only if preset performance goals are met over a specified time. Think of it like a prize that only pays out when a team hits agreed targets; investors watch PRSUs because they tie management pay to results, can increase the number of shares outstanding when paid, and therefore affect shareholder value and incentives.

tax withholding financial

"shares of KLA common stock were automatically withheld to cover required tax withholding on the 24,651.900 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.

Rule 10b5-1 trading plan financial

"This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:06 PM Accepted by SEC EDGAR 07/02/2026 - 04:05 PM Learn about SEC filing dates

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
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).

X

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^*

Wilkinson Mary Beth

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		F		10,259.765(1)(2)	D	$278.39	67,759.295(3)	D
Common Stock	07/01/2026		S		14,392(4)	D	$285.3	53,367.295(3)	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

Explanation of Responses:

1. 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, 24,651.900 shares vested.

2. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 24,651.900 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.

3. The number of shares of KLA common stock includes 53,297.820 shares issuable upon vesting of restricted stock units ("RSUs").

4. This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026.

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 Mary Beth Wilkinson	07/02/2026
	** 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.
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)

FAQ

What did KLA CORP EVP Mary Beth Wilkinson do in this Form 4 filing for KLAC?

Mary Beth Wilkinson reported selling 14,392 KLA CORP shares at $285.30 per share in an open-market transaction. She also reported tax-withholding of 10,259.765 shares tied to vested RSUs, and now directly holds 53,367.295 shares of KLA common stock.

How many KLA CORP (KLAC) shares does Mary Beth Wilkinson hold after these transactions?

After the reported transactions, Mary Beth Wilkinson holds 53,367.295 shares of KLA CORP common stock. Footnotes indicate this figure includes 53,297.820 shares issuable upon vesting of RSUs, reflecting a significant continuing equity stake through both owned shares and unvested restricted stock units.

What was the nature of the 10,259.765-share disposition reported by KLA CORP’s EVP?

The 10,259.765-share disposition was a tax-withholding transaction, not an open-market sale. Shares were automatically withheld on June 30, 2026 to cover taxes on 24,651.900 vested PRSUs, using KLA’s June 29, 2026 closing price to determine the number withheld.

Were the KLA CORP (KLAC) insider share sales made under a Rule 10b5-1 plan?

Yes. The filing states the 14,392-share sale was effected under a Rule 10b5-1 trading plan adopted by Mary Beth Wilkinson on February 2, 2026. Such plans typically schedule trades in advance, reducing the significance of short-term market timing.

What RSU activity did KLA CORP disclose for executive Mary Beth Wilkinson?

KLA CORP disclosed that 24,651.900 shares from a 2022 performance-based RSU grant vested on June 30, 2026. To cover tax obligations, 10,259.765 shares were automatically withheld. Her disclosed holdings also include 53,297.820 shares issuable upon vesting of RSUs.