KLAC Insider Filing: Performance RSUs Vest, New RSU Grant Issued to EVP

Rhea-AI Filing Summary

Brian Lorig, EVP of KLA Global Services, had multiple restricted stock unit events reported for KLA Corporation (KLAC). The company’s Board certified that performance conditions for PRSUs granted in 2022 were met at the highest payout for one award (150% of a 2,981 share target), triggering 50% vesting on 08/07/2025 with the remaining 50% scheduled to vest on 08/04/2026 subject to continued service. A second PRSU tranche (target 1,677 shares) was certified at 147% of target and will vest on 06/30/2026 if service continues. On 08/07/2025 some vested shares were withheld to satisfy tax obligations (shares withheld were recorded at a price of $888.28 using the 08/06/2025 close). The reporting person also received a new RSU grant that vests 25% annually. Following the reported transactions, beneficial ownership is shown as 19,528.006 shares.

Positive

• Board certified PRSUs at elevated payouts (150% and 147% of target), triggering vesting tied to objective performance metrics
• Immediate vesting of 50% of a maximum PRSU award increased the reporting person's vested holdings
• Reporting person received a new RSU grant that vests 25% annually, reinforcing retention incentives

Negative

• Shares were automatically withheld to satisfy tax withholding, reducing net shares delivered to the reporting person

Insights

Compensation Analyst

TL;DR: Performance-based awards achieved above-target payouts and triggered vesting; tax withholding reduced delivered shares.

The Board's certification that multiple 2022 PRSUs met performance criteria at elevated payout levels (150% and 147% of target) is a concrete outcome of multi-year incentive metrics tied to free cash flow and non-GAAP EPS. Fifty percent of the maximum payout for the first PRSU vested immediately, with the remainder and a second tranche scheduled for future vesting contingent on continued service. The filing shows automatic share withholding to satisfy taxes, recorded at a stated per-share value.

Corporate Governance Expert

TL;DR: Board-approved performance determinations and routine withholding were reported; actions align with standard executive compensation processes.

The disclosures describe governance processes where the Board and Compensation Committee applied pre-established performance metrics and administered vesting and withholding in line with grant terms. The mix of immediate vesting (50%) and service-contingent future vesting, plus a new RSU grant, reflects standard long-term incentive practice rather than discretionary trading by the insider.

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^*

Lorig Brian

(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, KLA Global Services

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		4,471.5(1)	A	$0	15,854.233(2)	D
Common Stock	08/07/2025		F		1,108.857(3)	D	$888.28	14,745.376(4)	D
Common Stock	08/07/2025		A		2,465.19(5)	A	$0	17,210.566(6)	D
Common Stock	08/07/2025		A		2,317.44(7)	A	$0	19,528.006(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 2,981.000 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 8,356.775 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 6,120.275 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 1,677.000 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 8,585.465 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 10,902.905 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Brian Lorig	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Brian Lorig report on the KLAC Form 4?

Answer: He reported performance-based RSUs from 2022 certified at elevated payout levels, partial vesting of those PRSUs, tax withholding of vested shares, and a new RSU grant vesting 25% annually.

How many KLA shares does Brian Lorig beneficially own after the reported transactions (KLAC)?

Answer: The filing shows 19,528.006 shares of KLA common stock beneficially owned following the reported transactions.

Were performance-based RSUs paid out at maximum levels for KLAC?

Answer: Yes. One PRSU award with a target of 2,981 shares was certified at the maximum 150% payout; 50% of that award vested immediately.

Did the filing report share withholding for taxes and at what price (KLAC)?

Answer: Yes. Shares were automatically withheld to cover tax withholding; the withholding transaction is recorded at a price of $888.28, using the closing price on 08/06/2025 to calculate withheld shares.

When will the remaining performance awards vest for KLAC?

Answer: The remaining 50% of the first PRSU is scheduled to vest on 08/04/2026 subject to continued service; the second PRSU tranche will vest on 06/30/2026 if service requirements are met.