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KLA Corp (NASDAQ: KLAC) CEO equity awards vest at maximum performance level

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

Rhea-AI Filing Summary

KLA Corp President and CEO Richard P. Wallace reported several equity award events dated August 6, 2026. PRSUs granted in 2023 for 352,875 shares had performance conditions certified at the maximum level, with 50% vesting on August 6, 2026 and 50% on August 3, 2027. A 2022 PRSU tranche vested 93,721 shares, and he received a new RSU grant for 40,841.235 shares vesting 25% annually. In separate transactions, 87,481.432 and 46,466.872 shares were automatically withheld at a $192.80 fair market value per share to satisfy tax withholding obligations.

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Insider WALLACE RICHARD P
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 352,875 $0.00 $0.00
Tax Withholding Common Stock F3, F4 87,481.432 $192.80 $16.87M
Grant/Award Common Stock F5, F6 93,721 $0.00 $0.00
Tax Withholding Common Stock F3, F4 46,466.872 $192.80 $8.96M
Grant/Award Common Stock F7, F8 40,841.235 $0.00 $0.00
Holdings After Transaction: Common Stock — 879,273.4429 shares (Direct)
Footnotes (8)
  1. F1. 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 235,250.000 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.
  2. F2. The number of shares of KLA common stock includes 548,313.980 shares issuable upon vesting of RSUs.
  3. F3. 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.
  4. F4. The number of shares of KLA common stock includes 371,868.980 shares issuable upon vesting of RSUs.
  5. F5. 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, 93,721.000 shares vested.
  6. F6. The number of shares of KLA common stock includes 465,589.980 shares issuable upon vesting of RSUs.
  7. F7. On August 6, 2026, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.
  8. F8. The number of shares of KLA common stock includes 412,710.215 shares issuable upon vesting of RSUs.
PRSU-related shares 352,875 shares of Common Stock Shares linked to 2023 PRSU grant with performance met at maximum level
PRSU target shares 235,250 shares of Common Stock Target number of shares under 2023 PRSU grant
Maximum PRSU payout 150% of target shares Maximum number of shares issuable under 2023 PRSUs
2022 PRSU tranche vesting 93,721 shares of Common Stock Shares vested August 6, 2026 under third tranche of 2022 PRSUs
New RSU grant 40,841.235 shares of Common Stock RSUs granted August 6, 2026, vesting 25% annually
Shares withheld for tax 87,481.432 shares of Common Stock Automatically withheld at vesting to cover required tax withholding
Additional shares withheld for tax 46,466.872 shares of Common Stock Also withheld at vesting to cover required tax withholding
Fair market value per share $192.80 per share Closing price on August 5, 2026 used to calculate tax withholding
restricted stock units ("RSUs") financial
"in addition to the restricted stock units ("RSUs") granted that were subject"
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.
PRSUs financial
"RSUs with both performance-based and service-based vesting conditions ("PRSUs")"
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.
performance-based and service-based vesting conditions financial
"granted RSUs with both performance-based and service-based vesting conditions"
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.
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.

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

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FAQ

What equity awards did KLA (KLAC) CEO Richard P. Wallace report on August 6, 2026?
Richard P. Wallace reported PRSUs tied to 352,875 shares with performance certified at the maximum level, vesting 50% in 2026 and 50% in 2027, plus 93,721 vested PRSU shares from a 2022 grant and a new 40,841.235-share RSU grant vesting 25% annually.

How were the performance conditions for KLA (KLAC) CEO Wallace’s 2023 PRSUs determined?
The 2023 PRSUs had a target of 235,250 shares, with a maximum of 150% of target issuable if KLA’s free cash flow relative to peers was at or above the 75th percentile over three years, which the Board and Compensation and Talent Committee determined was achieved on August 6, 2026.

What tax-withholding share dispositions did KLA (KLAC) disclose for its CEO?
KLA disclosed that 87,481.432 and 46,466.872 shares of common stock were automatically withheld at vesting to cover required tax withholding, using a $192.80 per-share fair market value based on the August 5, 2026 closing price of KLA common stock.

What are the vesting terms of the new RSU grant to KLA (KLAC) CEO Richard P. Wallace?
On August 6, 2026, Wallace received a grant of RSUs covering 40,841.235 shares of KLA common stock. These restricted stock units vest 25% annually from the grant date, subject to his continued service with the company at each vesting date.

How do PRSUs and RSUs differ in KLA (KLAC) CEO Wallace’s reported awards?
The reported PRSUs combine performance-based and service-based vesting, with outcomes tied to free cash flow versus peers. The RSUs vest solely based on continued service, including the new grant of 40,841.235 shares vesting in four equal annual installments.
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)
08/06/2026		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 Stock08/06/2026A352,875(1)A$0878,659.5119(2)D
Common Stock08/06/2026F87,481.432(3)D$192.8791,178.0799(4)D
Common Stock08/06/2026A93,721(5)A$0884,899.0799(6)D
Common Stock08/06/2026F46,466.872(3)D$192.8838,432.2079(4)D
Common Stock08/06/2026A40,841.235(7)A$0879,273.4429(8)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 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 235,250.000 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.
2. The number of shares of KLA common stock includes 548,313.980 shares issuable upon vesting of RSUs.
3. 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.
4. The number of shares of KLA common stock includes 371,868.980 shares issuable upon vesting of RSUs.
5. 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, 93,721.000 shares vested.
6. The number of shares of KLA common stock includes 465,589.980 shares issuable upon vesting of RSUs.
7. On August 6, 2026, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.
8. The number of shares of KLA common stock includes 412,710.215 shares issuable upon vesting of RSUs.
/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace08/07/2026
** 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