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KLA Corp (NASDAQ: KLAC) EVP logs RSU grant, PRSU vesting and tax withholding

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

Rhea-AI Filing Summary

KLA Corp executive Mary Beth Wilkinson, EVP, CLO and Secretary, reported equity compensation activity. On August 5, 2026 she received 5,069.946 restricted stock units that vest 25% annually. On August 6, 2026 performance-based RSUs from 2022 and 2023 awards were certified, covering 24,987.300 vested shares and a maximum of 25,440 shares, with 50% of the 2023 award vesting then and 50% scheduled for August 3, 2027, subject to continued service. In connection with these vestings, 5,355.121 and 10,519.654 shares of common stock were automatically withheld at $192.80 per share to satisfy required tax withholding.

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Insider Wilkinson Mary Beth
Role EVP, CLO and Secretary
Type Security Shares Price Value
Grant/Award Common Stock F3, F4 25,440 $0.00 $0.00
Tax Withholding Common Stock F5, F6 5,355.121 $192.80 $1.03M
Grant/Award Common Stock F7, F8 24,987.3 $0.00 $0.00
Tax Withholding Common Stock F5, F6 10,519.654 $192.80 $2.03M
Grant/Award Common Stock F1, F2 5,069.946 $0.00 $0.00
Holdings After Transaction: Common Stock — 61,732.303 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 27,107.766 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 16,960.000 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 52,547.766 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 39,827.766 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, 24,987.300 shares vested.
  8. F8. The number of shares of KLA common stock includes 64,815.066 shares issuable upon vesting of RSUs.
RSU grant 5,069.946 shares Restricted stock units granted August 5, 2026; vest 25% annually from grant date
2022 PRSU vesting 24,987.300 shares Third tranche of PRSUs granted August 4, 2022; vested on August 6, 2026
2023 PRSU target 16,960 shares Target shares for 2023 PRSU grant with performance and service conditions
2023 PRSU maximum 25,440 shares Maximum shares issuable at 150% of target if free cash flow at 75th percentile or greater
Shares withheld for taxes 5,355.121 shares Shares automatically withheld at vesting on August 6, 2026 to cover tax withholding
Additional shares withheld 10,519.654 shares Further shares withheld on August 6, 2026 for tax withholding on equity awards
Fair market value per share $192.80 per share Closing price on August 5, 2026 used to calculate shares withheld for taxes
RSUs financial
"received a grant of RSUs. The RSUs vest 25% annually from the date"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
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.
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.
required tax withholding financial
"shares of KLA common stock were automatically withheld at vesting to cover required tax withholding"
performance-based vesting conditions financial
"RSUs with both performance-based and service-based vesting conditions ("PRSUs")"

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FAQ

What equity award did KLA (KLAC) grant to Mary Beth Wilkinson on August 5, 2026?
On August 5, 2026, Mary Beth Wilkinson received a grant of 5,069.946 RSUs from KLA. The footnotes state these RSUs vest 25% annually from the grant date, providing time-based equity compensation tied to her continued service.

How many performance-based PRSU shares vested for KLA (KLAC) EVP Mary Beth Wilkinson?
On August 6, 2026, 24,987.300 shares from the third tranche of PRSUs granted on August 4, 2022 vested. The board determined the performance conditions for this tranche were satisfied, triggering vesting of those shares.

What were the terms of Mary Beth Wilkinson’s 2023 PRSU award at KLA (KLAC)?
In 2023 she received PRSUs with a target of 16,960 shares and a maximum of 25,440 shares (150% of target). Maximum payout required KLA’s free cash flow to reach at least the 75th percentile versus peers over three years ended June 30, 2026.

How many KLA (KLAC) shares were withheld for Mary Beth Wilkinson’s tax obligations?
In connection with RSU and PRSU vesting on August 6, 2026, 5,355.121 and 10,519.654 KLA shares were automatically withheld. Footnotes explain these shares covered required tax withholding at the fair market value used for the grant terms.

What price was used to calculate KLA (KLAC) shares withheld for taxes on Wilkinson’s awards?
The filing reports a price of $192.80 per share for the tax-withholding transactions. A footnote states the fair market value used was the closing price of KLA common stock as reported on August 5, 2026.

How are Mary Beth Wilkinson’s remaining KLA (KLAC) RSUs described after these transactions?
Footnotes note that her KLA holdings include 27,107.766, 52,547.766, 39,827.766, and 64,815.066 shares issuable upon vesting of RSUs, depending on the specific award, indicating substantial unvested RSU interests remain outstanding.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CLO and Secretary
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 Stock08/05/2026A5,069.946(1)A$027,179.778(2)D
Common Stock08/06/2026A25,440(3)A$052,619.778(4)D
Common Stock08/06/2026F5,355.121(5)D$192.847,264.657(6)D
Common Stock08/06/2026A24,987.3(7)A$072,251.957(8)D
Common Stock08/06/2026F10,519.654(5)D$192.861,732.303(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 27,107.766 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 16,960.000 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 52,547.766 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 39,827.766 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, 24,987.300 shares vested.
8. The number of shares of KLA common stock includes 64,815.066 shares issuable upon vesting of RSUs.
/s/ Jeffrey S. Cannon, as attorney-in-fact for Mary Beth Wilkinson08/07/2026
** 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