KLA (NASDAQ: KLAC) EVP logs RSU vesting, tax withholding and ESPP share transaction

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KLA CORP executive Brian Lorig reported routine equity compensation-related transactions. On June 30, 2026, 24,651.900 performance-based restricted stock units vested, and 12,222.413 shares of common stock were automatically withheld at $278.39 per share to cover tax obligations, rather than sold on the open market. A separate transaction coded "J" involved 196.1599 shares at $108.33 per share, noted as an "other" transaction, with footnotes indicating purchase under KLA’s employee stock purchase plan. Following these events, Lorig held 114,986.2199 shares of KLA common stock directly, including 84,377.150 shares issuable upon future RSU vesting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lorig Brian

Role EVP, KLA Global Services

Type	Security	Shares	Price	Value
Other	Common Stock	196.16	$108.33	$21K
Tax Withholding	Common Stock	12,222.413	$278.39	$3.40M

Holdings After Transaction: Common Stock — 114,986.22 shares (Direct, null)

Footnotes (1)

Purchased under the registrant's employee stock purchase plan. Represents 85% of the closing price of the registrant's common stock on January 2, 2026, the first day of the offering period under the employee stock purchase plan. The number of shares of KLA common stock includes 109,029.050 shares issuable upon vesting of restricted stock units ("RSUs"). On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the second tranche of these PRSUs were satisfied. On June 30, 2026, 24,651.900 shares vested. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 24,651.900 shares of KLA common stock that vested. 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 June 29, 2026. The number of shares of KLA common stock includes 84,377.150 shares issuable upon vesting of RSUs.

Key Figures

Tax-withholding shares: 12,222.413 shares Tax-withholding price: $278.39/share RSU shares vested: 24,651.900 shares +4 more

7 metrics

Tax-withholding shares 12,222.413 shares Shares withheld to cover tax on vested RSUs at $278.39 per share

Tax-withholding price $278.39/share Fair market value used to calculate June 30, 2026 tax withholding shares

RSU shares vested 24,651.900 shares Performance-based RSUs from August 4, 2022 grant vesting on June 30, 2026

ESPP transaction size 196.1599 shares Shares purchased under employee stock purchase plan at $108.33 per share

ESPP purchase price $108.33/share 85% of closing price on January 2, 2026 for ESPP period

Post-transaction holdings 114,986.2199 shares Total KLA common stock directly held after June 30, 2026 transactions

Unvested RSUs after transactions 84,377.150 shares Shares issuable upon future vesting of restricted stock units included in holdings

Key Terms

restricted stock units ("RSUs"), employee stock purchase plan, performance-based and service-based vesting conditions ("PRSUs"), offering period, +1 more

5 terms

restricted stock units ("RSUs") financial

"The number of shares of KLA common stock includes 109,029.050 shares issuable upon vesting of restricted stock units ("RSUs")."

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.

employee stock purchase plan financial

"Purchased under the registrant's employee stock purchase plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

performance-based and service-based vesting conditions ("PRSUs") financial

"the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches."

offering period financial

"the first day of the offering period under the employee stock purchase plan."

Compensation and Talent Committee financial

"KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the second tranche of these PRSUs were satisfied."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:06 PM Accepted by SEC EDGAR 07/02/2026 - 04:05 PM

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^*

Lorig Brian

(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, KLA Global Services

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		J	V	196.1599⁽¹⁾	A	$108.33⁽²⁾	114,986.2199⁽³⁾	D
Common Stock	06/30/2026		F		12,222.413⁽⁴⁾⁽⁵⁾	D	$278.39	102,763.8069⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Purchased under the registrant's employee stock purchase plan.

2. Represents 85% of the closing price of the registrant's common stock on January 2, 2026, the first day of the offering period under the employee stock purchase plan.

3. The number of shares of KLA common stock includes 109,029.050 shares issuable upon vesting of restricted stock units ("RSUs").

4. On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. On August 7, 2025, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the second tranche of these PRSUs were satisfied. On June 30, 2026, 24,651.900 shares vested.

5. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 24,651.900 shares of KLA common stock that vested. 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 June 29, 2026.

6. The number of shares of KLA common stock includes 84,377.150 shares issuable upon vesting of RSUs.

Remarks:

Adjusted to reflect a ten-for-one stock split of the registrant's common stock effective after market close on June 11, 2026.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Brian Lorig	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did KLA (KLAC) executive Brian Lorig report in this Form 4 filing?

Brian Lorig reported routine equity compensation activity, including RSU vesting, tax-withholding share dispositions, and an "other" transaction linked to the employee stock purchase plan. These events adjust his holdings but do not reflect open-market share purchases or sales.

How many KLA (KLAC) shares were withheld for Brian Lorig’s tax obligations?

The company withheld 12,222.413 shares of KLA common stock at $278.39 per share to satisfy required tax withholding on vested restricted stock units. This is a non-market disposition, meaning the shares were not sold through public market transactions.

What RSU vesting did Brian Lorig disclose for KLA (KLAC)?

He disclosed that 24,651.900 shares vested from performance-based restricted stock units granted in August 2022. The vesting followed KLA’s Board and Compensation Committee confirming performance goals for the second tranche were achieved, triggering share delivery and related tax withholding.

What was the ‘other’ transaction reported by Brian Lorig in KLA (KLAC) stock?

The filing shows a code "J" transaction for 196.1599 KLA common shares at $108.33 per share, described as "other". Footnotes state these shares were purchased under KLA’s employee stock purchase plan at 85% of the relevant closing market price.

How many KLA (KLAC) shares does Brian Lorig hold after these transactions?

After the reported transactions, Brian Lorig directly holds 114,986.2199 shares of KLA common stock. This figure includes 84,377.150 additional shares that may be issued in the future upon vesting of outstanding restricted stock units granted as part of his compensation.

Are Brian Lorig’s reported KLA (KLAC) transactions open-market buys or sells?

No open-market buys or sells are indicated. The Form 4 records a tax-withholding disposition related to RSU vesting and an "other" transaction under the employee stock purchase plan. These are compensation and plan-driven events, not discretionary market trades.