KLA CORP (KLAC) EVP Wilkinson sells shares, withholds stock for RSU taxes

Rhea-AI Filing Summary

KLA CORP executive Mary Beth Wilkinson, EVP, CLO and Secretary, reported two common stock transactions on August 7, 2026. First, 1,208.271 shares were disposed of at $193.22 per share to cover required tax withholding upon vesting of previously granted RSUs. Second, 21,831 shares were sold at $197.57 per share in a transaction effected under a Rule 10b5-1 trading plan adopted on February 2, 2026. Footnotes state that the reporting person’s holdings include 36,957.766 shares issuable upon vesting of RSUs.

Insider Trade Summary 10b5-1

Net Seller: 23,039.271 shares

Net Sell 2 txns

Insider Wilkinson Mary Beth

Role EVP, CLO and Secretary

Sold 21,831 shs ($4.31M)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	1,208.271	$193.22	$233K
Sale	Common Stock F3, F2	21,831	$197.57	$4.31M

Holdings After Transaction: Common Stock — 38,693.032 shares (Direct)

Footnotes (3)

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 36,957.766 shares issuable upon vesting of RSUs.
3. F3. 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

Shares sold: 21,831 shares Sale price: $197.57 per share Shares withheld for taxes: 1,208.271 shares +3 more

6 metrics

Shares sold 21,831 shares Common stock sale on August 7, 2026 at $197.57 per share

Sale price $197.57 per share Price for 21,831 common shares sold on August 7, 2026

Shares withheld for taxes 1,208.271 shares Common shares withheld to cover RSU tax withholding at $193.22 per share

Tax withholding value reference $193.22 per share Fair market value used to calculate RSU tax-withholding shares

RSUs issuable 36,957.766 shares Shares of common stock issuable upon vesting of RSUs held by reporting person

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

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding

3 terms

Rule 10b5-1 trading plan regulatory

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

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.

restricted stock units financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 04:06 PM Accepted by SEC EDGAR 08/10/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What insider transactions did KLA CORP (KLAC) report for Mary Beth Wilkinson?

KLA CORP reported that Mary Beth Wilkinson disposed of 1,208.271 shares for tax withholding and sold 21,831 shares of common stock. Both transactions occurred on August 7, 2026 and were reported as direct ownership changes.

How many KLA CORP (KLAC) shares were sold in the open market?

The filing shows an open-market or private sale of 21,831 KLA CORP common shares at $197.57 per share. The transaction is coded as a sale ("S") and is separate from shares withheld to satisfy tax obligations on vesting RSUs.

What portion of KLA CORP (KLAC) shares was withheld for tax purposes?

To cover required tax withholding on vested RSUs, 1,208.271 KLA CORP shares were withheld at a value of $193.22 per share. This code "F" transaction represents delivery or withholding of shares to satisfy the related tax liability.

Was the KLA CORP (KLAC) insider sale under a Rule 10b5-1 plan?

Yes. The 21,831-share sale on August 7, 2026 was effected under a Rule 10b5-1 trading plan. A footnote states the plan was adopted on February 2, 2026, and the filing’s Rule 10b5-1 checkbox is marked true.

What RSU position does the KLA CORP (KLAC) insider still have?

A footnote explains that the reporting person’s holdings include 36,957.766 KLA CORP shares issuable upon vesting of restricted stock units (RSUs). These RSUs represent additional potential common shares that may be delivered as vesting occurs over time.

What triggered the tax-withholding share disposition at KLA CORP (KLAC)?

The tax-withholding disposition followed RSU vesting. RSUs granted on August 7, 2025 had 25% vest on August 7, 2026, and shares were automatically withheld at vesting to cover tax. The fair market value used was KLA’s August 6, 2026 closing price.

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)
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		1,208.271(1)	D	$193.22	60,524.032(2)	D
Common Stock	08/07/2026		S		21,831(3)	D	$197.57	38,693.032(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 36,957.766 shares issuable upon vesting of RSUs.

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

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Mary Beth Wilkinson	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)