KLA insider update: Higgins' RSU vesting changes beneficial ownership

Rhea-AI Filing Summary

What happened: KLA's EVP & Chief Financial Officer, Bren D. Higgins, had restricted stock units (RSUs) vest on August 3 and August 4, 2025 from grants made in 2023 and 2022. Each vesting event represented 25% of the original grants and the company automatically withheld shares at vesting to cover required tax withholding.

Why it matters: This is a compensation-related event that increases the number of vested shares while reducing the number of shares delivered because some were withheld for taxes. The filing shows the fair market value used for withholding was the closing price on August 1, 2025 ($886.64), and reports beneficial ownership figures of 23,920.749 and 23,182.006 shares following the respective vestings.

Insights

Financial Analyst

TL;DR: Routine RSU vesting for the CFO; tax-withholding reduced delivered shares, no material change to control.

The Form 4 shows two scheduled RSU vesting events for Bren D. Higgins tied to grants from 2023 and 2022. Each event represented 25% of the original awards and resulted in automatic share withholding to satisfy tax obligations. The filing discloses specific withheld amounts (722.381 and 738.743 shares) and the fair market value used ($886.64). Reported beneficial ownership after the vestings is 23,920.749 and 23,182.006 shares. These are compensation-driven transactions and, based on the information provided, do not indicate stock sales or shifts in control.

Corporate Governance Expert

TL;DR: Compensation disclosure consistent with standard governance practice; withholding for taxes disclosed clearly.

The filing documents standard equity compensation mechanics: scheduled RSU vesting and automatic withholding to cover tax obligations, with the FMV tied to the closing price on August 1, 2025. The disclosure lists the number of shares issuable upon vesting (including 14,703.912 and 13,213.912 shares referenced in the explanations) and the post-transaction beneficial ownership totals. There is no indication in the form of unusual related-party transactions or departures from expected grant terms based on the information provided.

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

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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^*

Higgins Bren D.

(Last) (First) (Middle)

ONE TECHNOLOGY DRIVE

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/03/2025		F		722.381(1)	D	$886.64	23,920.749(2)	D
Common Stock	08/04/2025		F		738.743(3)	D	$886.64	23,182.006(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 3, 2023, the Reporting Person was granted restricted stock units ("RSUs") for 5,828.000 shares of KLA common stock. On August 3, 2025, 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 1, 2025.

2. The number of shares of KLA common stock includes 14,703.912 shares issuable upon vesting of RSUs.

3. On August 4, 2022, the Reporting Person was granted restricted stock units ("RSUs") for 5,961.000 shares of KLA common stock. On August 4, 2025, 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 1, 2025.

4. The number of shares of KLA common stock includes 13,213.912 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Bren D. Higgins	08/05/2025
	** 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).
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FAQ

What did Bren D. Higgins report on the KLAC Form 4?

The filing reports RSU vesting events on August 3, 2025 and August 4, 2025 from grants made in 2023 and 2022; 25% of each grant vested and shares were withheld to cover taxes.

How many shares were withheld to cover taxes on the vestings?

The Form 4 shows 722.381 shares withheld for the August 3 vesting and 738.743 shares withheld for the August 4 vesting.

What fair market value was used to calculate the withholding?

The fair market value used was the closing price on August 1, 2025, shown in the filing as $886.64.

How many shares does the filing show Bren Higgins beneficially owned after the transactions?

The filing reports beneficial ownership figures of 23,920.749 shares following the August 3 transaction and 23,182.006 shares following the August 4 transaction.

Did the Form 4 report any open-market sales?

No. The transactions reported relate to RSU vesting and automatic withholding to cover tax obligations; no open-market sales are reported in this filing.