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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 4,471.5 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,108.857 | $888.28 | $985K |
| Grant/Award | Common Stock | 2,465.19 | $0.00 | -- |
| Grant/Award | Common Stock | 2,317.44 | $0.00 | -- |
Footnotes (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. The number of shares of KLA common stock includes 8,356.775 shares issuable upon vesting of restricted stock units ("RSUs"). 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 The number of shares of KLA common stock includes 6,120.275 shares issuable upon vesting of RSUs. 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. The number of shares of KLA common stock includes 8,585.465 shares issuable upon vesting of RSUs. 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. The number of shares of KLA common stock includes 10,902.905 shares issuable upon vesting of RSUs.
