KLA CEO withholds shares to cover RSU tax

KLA CORP President and CEO Richard P. Wallace reported a Code F transaction involving common stock.

Rhea-AI Filing Summary

KLA CORP President and CEO Richard P. Wallace reported a Code F transaction involving common stock. On August 7, 2026, 12,761.893 shares were withheld at $193.22 per share to satisfy tax withholding obligations upon vesting of previously granted restricted stock units (RSUs). Following this tax-withholding disposition, Wallace’s direct holdings total 866,511.5499 shares of KLA common stock, which includes 386,970.215 shares issuable upon vesting of RSUs.

Insider Trade Summary

Tax Withholding: 12,761.893 shares

Tax Withholding 1 txn

Insider WALLACE RICHARD P

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	12,761.893	$193.22	$2.47M

Holdings After Transaction: Common Stock — 866,511.5499 shares (Direct)

Footnotes (2)

1. F1. On August 7, 2025, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 7, 2026, twenty-five percent (25%) of the RSUs vested. 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 6, 2026.
2. F2. The number of shares of KLA common stock includes 386,970.215 shares issuable upon vesting of RSUs.

Key Figures

Shares withheld for taxes: 12,761.893 shares Withholding reference price: $193.22 per share Shares held after transaction: 866,511.5499 shares +2 more

5 metrics

Shares withheld for taxes 12,761.893 shares Common stock withheld on August 7, 2026 for RSU tax withholding (Code F)

Withholding reference price $193.22 per share Fair market value used to calculate shares withheld for tax obligations

Shares held after transaction 866,511.5499 shares Direct KLA common stock holdings following the tax-withholding disposition

RSU-related shares included 386,970.215 shares Shares issuable upon vesting of RSUs included in post-transaction holdings

RSU vesting portion 25% Portion of the August 7, 2025 RSU grant that vested on August 7, 2026

Key Terms

restricted stock units, tax withholding, fair market value, Code F

4 terms

restricted stock units financial

"the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding financial

"shares of KLA common stock were automatically withheld at vesting to cover required tax withholding"

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.

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.

Code F financial

"Payment of tax liability by delivering or withholding securities (Code F transaction)"

FAQ

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

What insider transaction did KLA CORP (KLAC) report for CEO Richard P. Wallace?

KLA CORP reported that CEO Richard P. Wallace had 12,761.893 shares of common stock withheld to cover tax liabilities tied to RSU vesting. This was a Code F tax-withholding disposition, not an open-market sale or purchase.

How many KLA CORP (KLAC) shares were withheld for taxes in this Form 4?

The filing shows that 12,761.893 KLA CORP common shares were automatically withheld on August 7, 2026 to cover required tax withholding upon RSU vesting, at a reference price of $193.22 per share.

What are Richard P. Wallace’s KLA CORP (KLAC) holdings after this Form 4 transaction?

After the tax-withholding transaction, Richard P. Wallace directly holds 866,511.5499 shares of KLA common stock. This amount includes 386,970.215 shares that are issuable in the future upon vesting of outstanding RSUs.

Was the KLA CORP (KLAC) CEO’s Form 4 transaction an open-market sale?

No. The Form 4 describes a Code F transaction, meaning shares were withheld for tax on RSU vesting rather than sold in the open market. It reflects required withholding mechanics, not discretionary selling.

What RSU vesting event triggered the KLA CORP (KLAC) tax-withholding?

The filing notes RSUs granted on August 7, 2025, with 25% vesting on August 7, 2026. At vesting, KLA common shares were automatically withheld to cover tax obligations, based on the closing price on August 6, 2026.

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

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Available on EDGAR 08/10/2026 - 04:06 PM Accepted by SEC EDGAR 08/10/2026 - 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).

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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	08/07/2026		F		12,761.893(1)	D	$193.22	866,511.5499(2)	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 7, 2025, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 7, 2026, twenty-five percent (25%) of the RSUs vested. 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 6, 2026.

2. The number of shares of KLA common stock includes 386,970.215 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/10/2026
	** 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)