[Form 4] KLA Corporation Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Insider Trade Summary

Net Seller: 1,320 shares ($1,176,331)

Net Sell 2 txns

Insider Wilkinson Mary Beth

Role EVP, CLO and Secretary

Sold 1,320 shs ($1.18M)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	877.84	$889.87	$781K
Sale	Common Stock	1,320	$891.16	$1.18M

Holdings After Transaction: Common Stock — 8,419.667 shares (Direct)

Footnotes (1)

On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. The first tranche was for a target number of shares equal to 1,678.000 shares of KLA common stock. The maximum number of shares issuable under the first tranche of these PRSUs is 250% of the target shares if the sum of KLA's non-GAAP earnings per diluted share for fiscal year 2023 and fiscal year 2024 equaled or exceeded $56.62. On August 1, 2024, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the first tranche of these PRSUs were satisfied at 131% of target shares. The first tranche of these PRSUs (2,198.180) vested on June 30, 2025, and were subject to the continued service of the reporting person. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 2,198.180 shares of KLA common stock that vested. 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 June 30, 2025. The number of shares of KLA common stock includes 7,096.194 shares issuable upon vesting of restricted stock units ("RSUs"). This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 7, 2025.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/02/2025 - 04:05 PM

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
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).

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

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, CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2025		F		877.84⁽¹⁾⁽²⁾	D	$889.87	8,419.667⁽³⁾	D
Common Stock	06/30/2025		S		1,320⁽⁴⁾	D	$891.16	7,099.667⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. The first tranche was for a target number of shares equal to 1,678.000 shares of KLA common stock. The maximum number of shares issuable under the first tranche of these PRSUs is 250% of the target shares if the sum of KLA's non-GAAP earnings per diluted share for fiscal year 2023 and fiscal year 2024 equaled or exceeded $56.62. On August 1, 2024, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the first tranche of these PRSUs were satisfied at 131% of target shares. The first tranche of these PRSUs (2,198.180) vested on June 30, 2025, and were subject to the continued service of the reporting person.

2. Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 2,198.180 shares of KLA common stock that vested. 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 June 30, 2025.

3. The number of shares of KLA common stock includes 7,096.194 shares issuable upon vesting of restricted stock units ("RSUs").

4. This sale was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person on February 7, 2025.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Mary Beth Wilkinson	07/02/2025
	** 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).
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.

Source: View Original Filing on SEC EDGAR