KLA Corp (NASDAQ: KLAC) CEO uses RSU shares to cover taxes

Rhea-AI Filing Summary

KLA Corp President and CEO Richard P. Wallace reported two code F transactions in which 19,950.993 and 89,786.901 shares of common stock were automatically withheld on August 4, 2026 at $182.75 per share to satisfy tax liabilities upon vesting of RSU and PRSU awards granted in 2022, representing tax-withholding dispositions rather than open-market sales.

Insider Trade Summary

Net Seller: 109,737.894 shares

Net Sell 2 txns

Insider WALLACE RICHARD P

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	19,950.993	$182.75	$3.65M
Tax Withholding	Common Stock F3, F4	89,786.901	$182.75	$16.41M

Holdings After Transaction: Common Stock — 525,784.5119 shares (Direct)

Footnotes (4)

1. F1. On August 4, 2022, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 4, 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 3, 2026.
2. F2. The number of shares of KLA common stock includes 376,533.980 shares issuable upon vesting of RSUs.
3. F3. On August 4, 2022, in addition to the 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 of KLA common stock. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to these PRSUs were satisfied. The remaining fifty percent (50%) of the PRSUs vested on August 4, 2026. 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 3, 2026.
4. F4. The number of shares of KLA common stock includes 195,438.980 shares issuable upon vesting of RSUs.

Key Figures

Shares withheld for taxes (RSUs): 19,950.993 shares Shares withheld for taxes (PRSUs): 89,786.901 shares Fair market value per share: $182.7500 per share +2 more

5 metrics

Shares withheld for taxes (RSUs) 19,950.993 shares Common Stock, code F tax-withholding disposition on August 4, 2026 at $182.7500 per share

Shares withheld for taxes (PRSUs) 89,786.901 shares Common Stock, code F tax-withholding disposition on August 4, 2026 at $182.7500 per share

Fair market value per share $182.7500 per share Closing price on August 3, 2026 used to calculate tax-withholding share amounts

RSU shares issuable 376,533.980 shares Shares of KLA common stock issuable upon vesting of RSUs referenced in a footnote

Additional RSU shares issuable 195,438.980 shares Shares of KLA common stock issuable upon vesting of RSUs referenced in a separate footnote

Key Terms

restricted stock units (RSUs), PRSUs, performance-based and service-based vesting conditions, tax withholding, +1 more

5 terms

restricted stock units (RSUs) financial

"On August 4, 2022, the Reporting Person was granted restricted stock units (RSUs) of shares"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

PRSUs financial

"granted 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

"RSUs with both performance-based and service-based vesting conditions (PRSUs)"

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.

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider activity did KLA Corp (KLAC) report for CEO Richard P. Wallace?

KLA reported that CEO Richard P. Wallace had 19,950.993 and 89,786.901 shares of common stock automatically withheld on August 4, 2026 to satisfy tax liabilities tied to vesting RSU and PRSU equity awards granted in 2022.

Why were 19,950.993 and 89,786.901 KLAC shares disposed of in the Form 4?

Both reported dispositions are code F tax-withholding transactions. Shares were automatically withheld at vesting of RSU and PRSU awards to cover required tax withholding, rather than being sold in open-market transactions by the KLA CEO.

Were the KLAC CEO’s August 4, 2026 transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked, indicating these tax-withholding transactions were not reported as being made pursuant to a Rule 10b5-1 trading plan, but instead occurred automatically under the equity award terms.

What RSU and PRSU grants underlie the KLAC CEO’s tax-withholding transactions?

On August 4, 2022, Richard P. Wallace received RSUs and PRSUs. 25% of the RSUs vested on August 4, 2026, and after performance conditions were certified on August 7, 2025, the remaining 50% of PRSUs vested on August 4, 2026, triggering related tax withholding.

What fair market value was used to calculate KLA share withholding for the CEO?

The number of shares withheld was based on the fair market value of KLA common stock equal to the $182.75 closing price reported on August 3, 2026, which was used to determine how many shares to withhold for required tax obligations.

What RSU-related share amounts are noted in the KLAC CEO’s holdings footnotes?

Footnotes state that the referenced share amounts include 376,533.980 shares of KLA common stock issuable upon vesting of RSUs and 195,438.980 shares issuable upon vesting of RSUs, highlighting substantial equity that may be delivered as awards vest.

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)
08/04/2026

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	08/04/2026		F		19,950.993(1)	D	$182.75	615,571.4129(2)	D
Common Stock	08/04/2026		F		89,786.901(3)	D	$182.75	525,784.5119(4)	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 4, 2022, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 4, 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 3, 2026.

2. The number of shares of KLA common stock includes 376,533.980 shares issuable upon vesting of RSUs.

3. On August 4, 2022, in addition to the 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 of KLA common stock. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to these PRSUs were satisfied. The remaining fifty percent (50%) of the PRSUs vested on August 4, 2026. 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 3, 2026.

4. The number of shares of KLA common stock includes 195,438.980 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/04/2026
	** 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)