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KLA Corp (KLAC) EVP Wilkinson sells 4,295 shares, withholds stock for taxes

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

Rhea-AI Filing Summary

KLA CORP executive Mary Beth Wilkinson, EVP, CLO and Secretary, reported August 4, 2026 transactions in KLA common stock. Shares totaling 2,509.161 and 7,527.481 were automatically withheld at $182.75 per share to cover tax obligations on vesting RSUs and PRSUs from an August 4, 2022 grant. She also sold 4,295 shares at $191.59 pursuant to a Rule 10b5-1 trading plan adopted on February 2, 2026. Footnotes state her holdings continue to include 22,037.820 shares issuable upon vesting of RSUs.

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Insider Wilkinson Mary Beth
Role EVP, CLO and Secretary
Sold 4,295 shs ($823K)
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 2,509.161 $182.75 $459K
Tax Withholding Common Stock F3, F4 7,527.481 $182.75 $1.38M
Sale Common Stock F5, F4 4,295 $191.59 $823K
Holdings After Transaction: Common Stock — 35,911.832 shares (Direct)
Footnotes (5)
  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 39,917.820 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 22,037.820 shares issuable upon vesting of restricted stock units RSUs.
  5. F5. This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026.
Tax-withheld shares (RSUs) 2,509.161 shares Shares withheld on August 4, 2026 to cover taxes on RSUs from August 4, 2022 grant
Tax-withheld shares (PRSUs) 7,527.481 shares Shares withheld on August 4, 2026 to cover taxes on PRSUs granted August 4, 2022
Open-market sale 4,295 shares Shares of KLA common stock sold on August 4, 2026
Tax withholding price $182.75 per share Fair market value based on August 3, 2026 closing price used to calculate withheld shares
Sale price $191.59 per share Price for 4,295-share sale on August 4, 2026
Unvested RSUs after transactions 22,037.820 shares Shares issuable upon vesting of RSUs included in holdings per footnote F4
RSUs included earlier in holdings 39,917.820 shares RSU shares included in holdings per footnote F2 before later vesting events
Vesting percentages 25% and 50% Portions of RSUs and PRSUs that vested on August 4, 2026
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.
performance-based vesting conditions financial
"RSUs with both performance-based and service-based vesting conditions ("PRSUs")"
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.
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.

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FAQ

What insider transactions did KLA (KLAC) report for Mary Beth Wilkinson on August 4, 2026?
Mary Beth Wilkinson reported tax-related dispositions of 2,509.161 and 7,527.481 KLA shares upon RSU and PRSU vesting, plus a sale of 4,295 shares at $191.59. The tax-withholding shares were automatically withheld under the equity award terms.

How many KLA (KLAC) shares were withheld for taxes from Wilkinson's RSU and PRSU vesting?
On August 4, 2026, 2,509.161 KLA shares were withheld to cover taxes on service-based RSUs and 7,527.481 shares were withheld for PRSUs. The number of shares was calculated using the $182.75 closing price on August 3, 2026.

At what prices were Mary Beth Wilkinson's KLA (KLAC) transactions executed?
Tax-withholding dispositions used a fair market value of $182.75 per share, based on KLA’s August 3, 2026 closing price. The open-market sale of 4,295 shares on August 4, 2026 was executed at $191.59 per share, as reported.

Were Wilkinson's KLA (KLAC) share sales made under a Rule 10b5-1 trading plan?
Yes. The sale of 4,295 KLA shares on August 4, 2026 was effected under a Rule 10b5-1 trading plan adopted on February 2, 2026. This plan-based structure indicates the sale followed pre-established trading instructions.

What KLA (KLAC) RSU holdings remain for Mary Beth Wilkinson after these transactions?
A footnote states that Wilkinson’s holdings include 22,037.820 KLA shares issuable upon vesting of RSUs. Earlier, after a related transaction, her holdings included 39,917.820 RSU shares, reflecting changes as portions of the 2022 grants vested.

What equity awards drove the August 4, 2026 KLA (KLAC) tax withholdings for Wilkinson?
The tax withholdings relate to RSUs and PRSUs granted on August 4, 2022. Twenty-five percent of the RSUs and the remaining fifty percent of PRSUs vested on August 4, 2026, after KLA’s board confirmed PRSU performance conditions on August 7, 2025.
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).
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)
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)
08/04/2026		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 Stock08/04/2026F2,509.161(1)D$182.7547,734.313(2)D
Common Stock08/04/2026F7,527.481(3)D$182.7540,206.832(4)D
Common Stock08/04/2026S4,295(5)D$191.5935,911.832(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 39,917.820 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 22,037.820 shares issuable upon vesting of restricted stock units RSUs.
5. 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 Wilkinson08/04/2026
** 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