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KLA Corp CFO reports RSU grants and vesting

KLA Corp EVP & Chief Financial Officer Bren D. Higgins reported equity compensation activity in KLA common stock.

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

Rhea-AI Filing Summary

KLA Corp EVP & Chief Financial Officer Bren D. Higgins reported equity compensation activity in KLA common stock. On August 5, 2026 he received a grant of 24,410.853 RSUs that vest 25% annually. On August 6, performance-based RSUs granted in 2023 with a 58,280-share target award were certified at the maximum level, and 62,475.700 shares from a 2022 PRSU grant vested. Across two code F transactions, a total of 52,646.871 shares were automatically withheld at a fair market value of $192.80 per share to satisfy tax withholding obligations. Footnotes also describe significant additional shares issuable upon vesting of RSUs.

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Insider Higgins Bren D.
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock F3, F4 87,420 $0.00 $0.00
Tax Withholding Common Stock F5, F6 21,671.418 $192.80 $4.18M
Grant/Award Common Stock F7, F8 62,475.7 $0.00 $0.00
Tax Withholding Common Stock F5, F6 30,975.453 $192.80 $5.97M
Grant/Award Common Stock F1, F2 24,410.853 $0.00 $0.00
Holdings After Transaction: Common Stock — 343,847.0479 shares (Direct)
Footnotes (8)
  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 93,674.613 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 58,280.000 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 181,094.613 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 137,381.613 shares issuable upon vesting of RSUs.
  7. F7. On August 4, 2022, the Reporting Person was granted PRSUs divided into three tranches. On August 6, 2026, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the third tranche of these PRSUs were satisfied. On August 6, 2026, 62,475.700 shares vested.
  8. F8. The number of shares of KLA common stock includes 199,860.313 shares issuable upon vesting of RSUs.
RSUs granted Aug. 5, 2026 24,410.853 shares Service-based RSU grant vesting 25% annually from August 5, 2026
2023 PRSU target shares 58,280.000 shares Target number of shares for 2023 PRSUs with performance and service conditions
Maximum PRSU payout multiple 150% of target shares Maximum shares issuable if free cash flow performance is at the 75th percentile or greater
PRSUs vested Aug. 6, 2026 (2022 grant) 62,475.700 shares Third tranche of 2022 PRSUs that vested on August 6, 2026
Shares withheld for taxes 52,646.871 shares Total shares withheld across two code F transactions to cover tax withholding
Fair market value for withholding $192.80 per share Closing price on August 5, 2026 used to calculate shares withheld
RSUs issuable per footnote reference 199,860.313 shares Shares issuable upon vesting of RSUs referenced in a post-transaction footnote
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 ("PRSUs") financial
"granted RSUs with both performance-based and service-based vesting conditions ("PRSUs")"
free cash flow financial
"if KLA's free cash flow relative to its peers was at the 75th percentile"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
fair market value financial
"The fair market value of KLA common stock used for purposes of calculating the number of shares"
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did KLA (KLAC) CFO Bren D. Higgins report for August 2026?
He reported a grant of 24,410.853 RSUs on August 5, 2026 and activity in performance-based RSUs. A 2023 PRSU award with a 58,280-share target was certified at the maximum level, and 62,475.700 shares from a 2022 PRSU grant vested on August 6, 2026.

How many KLA (KLAC) shares were withheld to cover Bren Higgins' tax obligations?
A total of 52,646.871 shares of KLA common stock were automatically withheld to satisfy required tax withholding. These code F transactions used a fair market value of $192.80 per share, based on the closing price on August 5, 2026.

What performance conditions applied to Bren Higgins' 2023 PRSU award at KLA (KLAC)?
The 2023 PRSUs had performance-based and service-based vesting conditions with a 58,280-share target. The maximum 150% payout was earned if KLA's free cash flow relative to peers was at the 75th percentile or greater over the three years ended June 30, 2026.

What is the vesting schedule for Bren Higgins' August 5, 2026 RSU grant at KLA (KLAC)?
The August 5, 2026 RSU grant to Bren Higgins covers 24,410.853 shares of KLA common stock. These restricted stock units vest 25% annually from the grant date in four equal installments, subject to his continued service with the company.

What unvested RSU balances for KLA (KLAC) are described for Bren Higgins?
Footnotes state that reported totals include between 93,674.613 and 199,860.313 shares issuable upon vesting of RSUs at various times. These figures describe unvested equity awards in addition to the shares that vested or were withheld for tax obligations.

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

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial 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 Stock08/05/2026A24,410.853(1)A$0246,598.2189(2)D
Common Stock08/06/2026A87,420(3)A$0334,018.2189(4)D
Common Stock08/06/2026F21,671.418(5)D$192.8312,346.8009(6)D
Common Stock08/06/2026A62,475.7(7)A$0374,822.5009(8)D
Common Stock08/06/2026F30,975.453(5)D$192.8343,847.0479(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 93,674.613 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 58,280.000 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 181,094.613 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 137,381.613 shares issuable upon vesting of RSUs.
7. On August 4, 2022, the Reporting Person was granted PRSUs divided into three tranches. On August 6, 2026, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the third tranche of these PRSUs were satisfied. On August 6, 2026, 62,475.700 shares vested.
8. The number of shares of KLA common stock includes 199,860.313 shares issuable upon vesting of RSUs.
/s/ Jeffrey S. Cannon, as attorney-in-fact for Bren D. Higgins08/07/2026
** 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

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