KLA Corp (NASDAQ: KLAC) CEO withholds 32,653.39 shares to cover RSU tax liabilities

Rhea-AI Filing Summary

KLA Corp President and CEO Richard P. Wallace reported two F-code transactions in KLA common stock, each reflecting shares automatically withheld to satisfy tax obligations upon RSU vesting. On August 1, 2026, 13,213.071 shares were withheld, and on August 3, 2026, a further 19,440.319 shares were withheld, both valued at $182.8200 per share, the July 31, 2026 closing price. Footnotes state that his reported position includes RSUs for 455,983.980 shares and 416,773.980 shares issuable upon future vesting.

Insider Trade Summary

Net Seller: 32,653.39 shares

Net Sell 2 txns

Insider WALLACE RICHARD P

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F3, F4	19,440.319	$182.82	$3.55M
Tax Withholding	Common Stock F1, F2	13,213.071	$182.82	$2.42M

Holdings After Transaction: Common Stock — 635,522.4059 shares (Direct)

Footnotes (4)

1. F1. On August 1, 2024, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 1, 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 July 31, 2026.
2. F2. The number of shares of KLA common stock includes 455,983.980 shares issuable upon vesting of RSUs.
3. F3. On August 3, 2023, the Reporting Person was granted RSUs of shares of KLA common stock. On August 3, 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 July 31, 2026.
4. F4. The number of shares of KLA common stock includes 416,773.980 shares issuable upon vesting of RSUs.

Key Figures

Shares withheld for taxes (Aug 1, 2026): 13,213.071 shares Shares withheld for taxes (Aug 3, 2026): 19,440.319 shares Per-share value used for withholding: $182.8200 per share +3 more

6 metrics

Shares withheld for taxes (Aug 1, 2026) 13,213.071 shares Common stock withheld upon vesting of August 1, 2024 RSU grant

Shares withheld for taxes (Aug 3, 2026) 19,440.319 shares Common stock withheld upon vesting of August 3, 2023 RSU grant

Per-share value used for withholding $182.8200 per share Closing price of KLA common stock on July 31, 2026

Total shares withheld for tax liability 32,653.39 shares Sum of F-code tax-withholding dispositions reported

RSUs issuable upon vesting (F1 context) 455,983.980 shares Shares of KLA common stock issuable upon vesting of RSUs noted in F2

RSUs issuable upon vesting (F3 context) 416,773.980 shares Shares of KLA common stock issuable upon vesting of RSUs noted in F4

Key Terms

restricted stock units, tax withholding, fair market value, closing price

4 terms

restricted stock units financial

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

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 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.

closing price financial

"was the closing price of KLA common stock as reported on July 31, 2026"

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 08/03/2026 - 04:05 PM Accepted by SEC EDGAR 08/03/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What insider transactions did KLA (KLAC) CEO Richard P. Wallace report?

Richard P. Wallace reported two F-code dispositions, both reflecting shares withheld to cover taxes on RSU vesting. On August 1, 2026, 13,213.071 shares were withheld, and on August 3, 2026, 19,440.319 shares were withheld, all at $182.8200 per share.

Were Richard P. Wallace’s recent KLAC transactions open-market stock sales?

No. Both reported KLAC transactions were automatic tax-withholding dispositions tied to RSU vesting, not open-market sales. Shares were withheld by KLA at vesting to satisfy required tax liability, consistent with the terms of Wallace’s restricted stock unit grants.

At what price were the KLAC shares withheld for Richard P. Wallace’s tax obligations?

The shares were valued at $182.8200 per share, which was the closing price on July 31, 2026. This fair market value was used to calculate how many KLA common shares needed to be withheld to cover Wallace’s tax withholding obligations at vesting.

What ongoing RSU exposure does KLAC CEO Richard P. Wallace report after these events?

Footnotes indicate Wallace’s reported holdings include RSUs for 455,983.980 shares and 416,773.980 shares of KLA common stock. These shares are issuable upon future vesting of restricted stock units and are in addition to already vested and withheld shares.

What does transaction code F signify in the KLAC CEO’s Form 4?

Transaction code F denotes “payment of tax liability by delivering or withholding securities”. In Wallace’s case, KLA withheld common shares that otherwise would have been delivered at RSU vesting to satisfy his associated tax withholding obligations.

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)
08/01/2026

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	08/01/2026		F		13,213.071(1)	D	$182.82	654,962.7249(2)	D
Common Stock	08/03/2026		F		19,440.319(3)	D	$182.82	635,522.4059(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 1, 2024, the Reporting Person was granted restricted stock units ("RSUs") of shares of KLA common stock. On August 1, 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 July 31, 2026.

2. The number of shares of KLA common stock includes 455,983.980 shares issuable upon vesting of RSUs.

3. On August 3, 2023, the Reporting Person was granted RSUs of shares of KLA common stock. On August 3, 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 July 31, 2026.

4. The number of shares of KLA common stock includes 416,773.980 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/03/2026
	** 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)