KLAC Insider Vests Performance RSUs, New RSU Grant with 25% Annual Vesting

Rhea-AI Filing Summary

Insider vesting and grant activity at KLA (KLAC) is reported for Richard P. Wallace. Performance-based restricted stock units (PRSUs) granted in 2022 reached their performance targets: one PRSU tranche had a target of 24,146 shares and was certified at a maximum payout of 150%, with 50% of those PRSUs vesting immediately and the remaining 50% scheduled to vest one year later, subject to continued service. A second PRSU tranche with a target of 6,291 shares was certified at 147% of target and will vest on the scheduled future vesting date, subject to continued service. Fifty percent of vested PRSU shares were withheld to satisfy tax withholding using a closing price of $888.28 per share. The reporting person also received a new RSU grant that vests 25% annually. These actions convert performance awards into common stock and adjust the reporting person's beneficial ownership as shown on the form.

Positive

• Performance PRSUs achieved above-target payouts (one tranche at 150% of target, another at 147% of target), enabling vesting per grant terms
• Immediate conversion of performance awards to shares for 50% of the certified PRSUs, increasing executive alignment with shareholders
• New RSU grant with 25% annual vesting adds ongoing deferred equity compensation consistent with company plans

Negative

• None.

Insights

Financial Analyst

TL;DR: PRSU performance thresholds were met at strong levels (150% and 147%), triggering immediate and scheduled vesting that increases insider-held common stock.

The filing documents that PRSUs tied to free cash flow relative to peers and to the sum of non-GAAP EPS over multi-year periods met their performance conditions at elevated levels (one at 150% of target, another at 147% of target). As a result, a portion of those PRSUs vested per the grant terms and shares were issued, with shares withheld to cover taxes at a stated withholding price of $888.28 per share. Additionally, a separate RSU grant vests on a 25% annual schedule. This is a realizable equity compensation event explicitly documented in the filing.

Corporate Governance Expert

TL;DR: Board and Compensation Committee certified PRSU performance outcomes and processed vesting and withholding consistent with grant terms.

The disclosure shows governance processes in effect: the Board and Compensation and Talent Committee determined that specified performance conditions were satisfied at the documented payout levels, triggering vesting according to the grants' service and performance conditions. The form also documents automatic withholding of shares for tax obligations and the issuance schedule for remaining tranches. The activity reflects routine execution of approved equity compensation plans rather than a change in governance policy.

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
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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^*

WALLACE RICHARD P

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		A		36,219(1)	A	$0	93,055.042(2)	D
Common Stock	08/07/2025		F		8,978.691(3)	D	$888.28	84,076.351(4)	D
Common Stock	08/07/2025		A		9,247.77(5)	A	$0	93,324.121(6)	D
Common Stock	08/07/2025		A		10,294.887(7)	A	$0	103,619.008(8)	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 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 equal to 24,146.000 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, 2025. 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 at the maximum level. Fifty percent (50%) of the PRSUs will vest today, August 7, 2025, and the remaining fifty percent (50%) of the PRSUs will vest on August 4, 2026, subject to continued service of the Reporting Person.

2. The number of shares of KLA common stock includes 56,078.011 shares issuable upon vesting of restricted stock units ("RSUs").

3. On August 7, 2025, fifty percent (50%) of the performance-based restricted stock units granted on August 4, 2022 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 6, 2025.

4. The number of shares of KLA common stock includes 37,968.511 shares issuable upon vesting of RSUs.

5. 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") divided into three tranches. The second tranche was for a target number of shares equal to 6,291.000 shares of KLA common stock. The maximum number of shares issuable under the second tranche of these PRSUs is 250% of the target shares if the sum of KLA's non-GAAP earnings per diluted share for fiscal years 2023, 2024 and 2025 equaled or exceeded $93.00. 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 at 147% of target shares. The second tranche of these PRSUs will vest on June 30, 2026, subject to continue service of the Reporting Person.

6. The number of shares of KLA common stock includes 47,216.281 shares issuable upon vesting of RSUs.

7. On August 7, 2025, the Reporting Person received a grant of restricted stock units ("RSUs"). The RSUs vest 25% annually from the date of grant.

8. The number of shares of KLA common stock includes 57,511.168 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/08/2025
	** 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).
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FAQ

What PRSU performance outcomes are disclosed for KLAC insider Richard P. Wallace?

The filing states one PRSU tranche with a target of 24,146 shares was certified at 150% of target, and a second tranche with a target of 6,291 shares was certified at 147% of target.

How much of the certified PRSUs vested immediately for the reporting person?

The filing reports that 50% of the PRSUs that met performance conditions vested immediately, with the remaining 50% scheduled to vest one year later, subject to continued service.

Were any shares withheld to cover taxes and at what price for KLAC?

Yes, shares were automatically withheld to cover required tax withholding; the fair market value used for withholding was the closing price of KLA common stock of $888.28 as reported on the applicable date.

Did the reporting person receive any new equity awards?

Yes, the reporting person received a grant of restricted stock units (RSUs) that vest 25% annually from the date of grant.

Do these disclosures change the reporting person's beneficial ownership?

The form shows updated beneficial ownership figures reflecting the issued and withheld shares; the filing lists the resulting beneficial ownership totals following the reported transactions.