KLA (KLAC) CFO reports RSU vesting, tax withholding and ESPP share buy

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KLA CORP EVP & Chief Financial Officer Bren D. Higgins reported compensation-related share movements. On June 30, 2026, 61,651.800 performance-based RSUs vested, and 30,566.963 shares of common stock were automatically withheld at $278.39 per share to cover tax obligations, rather than sold on the market.

Higgins also acquired 196.1599 shares of common stock under KLA’s employee stock purchase plan at $108.33 per share, equal to 85% of the January 2, 2026 closing price. After these updates, his holdings total 321,740.1599 shares, including 152,532.880 shares issuable upon vesting of RSUs.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Higgins Bren D.

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock	196.16	$108.33	$21K
Tax Withholding	Common Stock	30,566.963	$278.39	$8.51M

Holdings After Transaction: Common Stock — 321,740.16 shares (Direct, null)

Footnotes (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 214,184.680 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, 61,651.800 shares vested. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 61,651.800 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 152,532.880 shares issuable upon vesting of RSUs.

Key Figures

Tax withholding shares: 30,566.963 shares RSUs vested: 61,651.800 shares ESPP purchase: 196.1599 shares at $108.33 +3 more

6 metrics

Tax withholding shares 30,566.963 shares Common stock automatically withheld at $278.39 per share on June 30, 2026

RSUs vested 61,651.800 shares Performance-based RSUs vesting on June 30, 2026 from August 4, 2022 grant

ESPP purchase 196.1599 shares at $108.33 Employee stock purchase plan, 85% of January 2, 2026 closing price

Holdings after transactions 321,740.1599 shares Total KLA common stock holdings including RSUs after June 30, 2026 updates

RSUs included before vesting 214,184.680 shares Shares issuable upon RSU vesting included in prior total holdings

RSUs included after vesting 152,532.880 shares Shares issuable upon RSU vesting included in updated holdings

Key Terms

employee stock purchase plan, restricted stock units ("RSUs"), performance-based and service-based vesting conditions ("PRSUs"), offering period, +1 more

5 terms

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 214,184.680 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."

fair market value financial

"The fair market value of KLA common stock used for purposes of calculating the number of shares to be withheld"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

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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

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).

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^*

Higgins Bren D.

(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 & Chief Financial Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		J	V	196.1599⁽¹⁾	A	$108.33⁽²⁾	321,740.1599⁽³⁾	D
Common Stock	06/30/2026		F		30,566.963⁽⁴⁾⁽⁵⁾	D	$278.39	291,173.1969⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 214,184.680 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, 61,651.800 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 61,651.800 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 152,532.880 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 Bren D. Higgins	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did KLA (KLAC) CFO Bren D. Higgins report in this Form 4?

KLA CFO Bren D. Higgins reported RSU vesting, automatic tax withholding, and an employee stock purchase plan acquisition. These are compensation-related transactions, not open-market trades, and update his total common stock and RSU-based holdings in KLA CORP.

How many KLA (KLAC) shares were withheld for Bren D. Higgins’ taxes?

KLA withheld 30,566.963 shares of common stock from Bren D. Higgins to cover required tax withholding. The shares relate to 61,651.800 RSUs that vested on June 30, 2026, using the June 29, 2026 closing price to calculate the withholding.

How many KLA (KLAC) RSUs vested for Bren D. Higgins on June 30, 2026?

On June 30, 2026, 61,651.800 KLA performance-based restricted stock units vested for Bren D. Higgins. These RSUs were part of an award granted August 4, 2022, whose second performance tranche was certified as achieved on August 7, 2025.

What KLA (KLAC) shares did Bren D. Higgins acquire through the employee stock purchase plan?

Bren D. Higgins acquired 196.1599 shares of KLA common stock under the employee stock purchase plan. The purchase price was $108.33 per share, equal to 85% of the January 2, 2026 closing price, the first day of that offering period.

What are Bren D. Higgins’ total KLA (KLAC) holdings after these transactions?

After these transactions, Bren D. Higgins holds 321,740.1599 shares of KLA common stock. This figure includes 152,532.880 shares issuable upon vesting of restricted stock units, reflecting both currently owned shares and unvested equity awards.

Do these KLA (KLAC) Form 4 transactions involve open-market buying or selling?

The transactions are compensation-related, not open-market trades. Shares were automatically withheld to satisfy tax obligations on vested RSUs, and additional shares were acquired via the employee stock purchase plan, which offers stock at a discount to employees.