KLAC insider filing: PRSUs paid at 150% target; new RSUs granted

Rhea-AI Filing Summary

Virendra A. Kirloskar, SVP & Chief Accounting Officer of KLA Corporation (KLAC), reported insider transactions on 08/07/2025. The filing shows that performance-based restricted stock units (PRSUs) granted 08/04/2022 satisfied the maximum performance condition, resulting in 50% of those PRSUs vesting on 08/07/2025 and the remaining 50% scheduled to vest 08/04/2026 subject to continued service. Some vested shares were automatically withheld to cover tax withholding based on the closing price on 08/06/2025. The report also discloses a new grant of time-based restricted stock units on 08/07/2025 that vest 25% annually. Following the reported transactions, the filing lists beneficial ownership amounts shown in the table, with the final reported beneficial ownership figure of 2,592.491 shares.

Positive

• Performance-based RSUs vested at the maximum level (150% of target)
• 50% of PRSUs vested immediately on 08/07/2025, with remaining 50% scheduled for 08/04/2026
• Reporting person beneficially owned 2,592.491 shares following the transactions
• New RSU grant issued on 08/07/2025 with 25% annual vesting, aligning incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer received performance payout at maximum level, increasing vested holdings and signaling strong peer-relative free cash flow performance.

The PRSU payout at the maximum (150% of target) indicates the company met the relative free cash flow metric used for the three-year period ending 06/30/2025. That outcome converted performance awards into immediate equity for the reporting officer, with 50% vesting on 08/07/2025 and the remainder slated for 08/04/2026, which modestly increases insider-aligned ownership. A new time-based RSU grant was issued that vests 25% annually, preserving ongoing incentive alignment. Overall, this is a governance/compensation event tied to disclosed performance criteria rather than an open-market purchase.

Corporate Governance Expert

TL;DR: Compensation committee certified maximum performance payout; transaction reflects plan mechanics and routine tax withholding.

The filing documents certification by KLA's Board and Compensation and Talent Committee that performance metrics were achieved at the highest level, triggering PRSU vesting per grant terms. Shares were withheld to satisfy tax obligations using the closing price on 08/06/2025. The new RSU grant with 25% annual vesting is a standard time-based retention instrument. This Form 4 is a routine, material disclosure of equity awards and withholding activity rather than an operational or strategic development.

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^*

Kirloskar Virendra A

(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)
	SVP & Chief Accounting Officer

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		1,341(1)	A	$0	2,507.786(2)	D
Common Stock	08/07/2025		F		332.434(3)	D	$888.28	2,175.352(4)	D
Common Stock	08/07/2025		A		417.139(5)	A	$0	2,592.491(6)	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 894.000 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 2,205.000 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 1,534.500 shares issuable upon vesting of RSUs.

5. 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.

6. The number of shares of KLA common stock includes 1,951.639 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Virendra A. Kirloskar	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 the KLAC Form 4 filed by Virendra A. Kirloskar report?

It reported vesting of performance-based RSUs at the maximum level and a new RSU grant, with transactions dated 08/07/2025.

How many shares did the reporting person beneficially own after the transactions (KLAC)?

The filing shows a reported post-transaction beneficial ownership figure of 2,592.491 shares.

What performance metric triggered the PRSU payout in the KLAC Form 4?

The PRSUs paid out based on KLA's free cash flow relative to its peers for the three-year period ended 06/30/2025, and the committee certified performance at the 75th percentile threshold or greater.

Were any shares withheld for taxes in the KLAC filing?

Yes. The filing states shares were automatically withheld at vesting to cover required tax withholding using the closing price on 08/06/2025.

What are the vesting terms of the new RSU grant disclosed in the KLAC Form 4?

The new RSUs granted on 08/07/2025 vest 25% annually from the date of grant.