KLA (KLAC) insider filing: PRSUs pay at 150% and new RSU grant announced

Rhea-AI Filing Summary

Ahmad A. Khan, an officer at KLA Corporation, recorded multiple equity transactions on 08/07/2025 related to performance- and service-based restricted stock units. A tranche of performance-based RSUs granted in 2022 paid out at the maximum level, producing 9,390 shares that vested today while the remaining 50% of that award will vest on 08/04/2026 subject to continued service. A second PRSU tranche was measured at 147% of target (target 4,194 shares), producing 6,165.18 shares payable on 06/30/2026 if service continues.

The filing shows 2,327.781 shares were withheld to satisfy tax obligations and a new grant of 3,653.376 RSUs was awarded that vest 25% annually. Following these transactions, the reporting person beneficially owns 41,088.252 shares, including shares issuable upon vesting of outstanding RSUs.

Positive

• Performance-based PRSUs achieved high payouts: one tranche paid at 150% of target and another at 147%, resulting in significant share issuances.
• Beneficial ownership increased to 41,088.252 shares following vesting and the new RSU grant, aligning the officer with company equity.
• New RSU grant awarded (3,653.376 RSUs) with a standard 25% annual vesting schedule to promote retention.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer received vested PRSUs and a new RSU grant; net beneficial ownership rose to 41,088.252 shares after tax-withholding.

The Form 4 documents acquisitions from performance- and service-based restricted stock units: a 2022 PRSU tranche paid at the maximum (150% of a 6,260 target = 9,390 shares), a second tranche measured at 147% of a 4,194 target (6,165.18 shares payable subject to service), and a new 3,653.376 RSU grant vesting 25% annually. The report also shows 2,327.781 shares withheld for taxes and a resulting beneficial ownership of 41,088.252 shares. These are non-dispositive, compensation-related acquisitions rather than open-market trades, so market-impact is typically limited unless paired with other news.

Compensation/Governance Specialist

TL;DR: Performance metrics led to above-target payouts: one PRSU paid at 150% and a second at 147%; vesting remains partly time-based and service-contingent.

The filing explicitly states performance conditions were met for PRSUs: one award reached the maximum payout (150% of target) with half vesting immediately and half vesting on 08/04/2026, while the second tranche was certified at 147% and will vest on 06/30/2026 subject to continued service. The use of share-withholding (2,327.781 shares) to satisfy taxes is standard. The new RSU grant vests 25% annually, reinforcing multi-year retention incentives. From a governance perspective, these disclosures show the planned compensation mechanics functioning as intended.

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^*

Khan Ahmad 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)
	President, Semi. Prod. & Cust.

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		9,390(1)	A	$0	33,597.477(2)	D
Common Stock	08/07/2025		F		2,327.781(3)	D	$888.28	31,269.696(4)	D
Common Stock	08/07/2025		A		6,165.18(5)	A	$0	37,434.876(6)	D
Common Stock	08/07/2025		A		3,653.376(7)	A	$0	41,088.252(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 6,260.00 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 16,593.412 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 11,898.412 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 4,194.000 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 18,063.592 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 21,716.968 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Ahmad A. Khan	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did KLA (KLAC) report for Ahmad A. Khan on 08/07/2025?

The Form 4 reports vesting of performance- and service-based RSUs resulting in acquisitions of 9,390 shares (150% payout) and 6,165.18 shares (147% of target), a new grant of 3,653.376 RSUs, and 2,327.781 shares withheld for taxes.

How many shares does Ahmad A. Khan beneficially own after the transactions in the KLAC filing?

The filing shows total beneficial ownership of 41,088.252 shares following the reported transactions.

Did any performance-based RSUs for KLAC pay out above target?

Yes. One PRSU granted on 08/04/2022 paid out at the maximum of 150% of its 6,260 target (resulting in 9,390 shares), and a second tranche was certified at 147% of its 4,194 target.

Were any shares withheld for tax purposes in the KLAC Form 4?

Yes. The report discloses that 2,327.781 shares were automatically withheld to satisfy required tax withholding on vested shares.

What are the vesting terms for the new RSU grant disclosed in the KLAC filing?

The newly granted RSUs (3,653.376 units) vest 25% annually from the date of grant.