KLAC insider report: performance RSUs paid at 150% and new RSU grant

Rhea-AI Filing Summary

Mary Beth Wilkinson, EVP, CLO and Secretary of KLA Corporation, reported multiple restricted stock unit (RSU) events on Form 4 dated 08/07/2025. A performance-based RSU grant from 08/04/2022 with a target of 2,385 shares achieved its performance goal at the maximum (150%) and 50% vested on 08/07/2025, with the remaining 50% scheduled to vest on 08/04/2026 subject to continued service. A second performance tranche (target 1,677 shares) was determined at 147% of target and will vest on 06/30/2026 if service conditions are met. The filing notes that shares were automatically withheld to cover tax withholding using the closing price on 08/06/2025, and that Wilkinson received a new RSU grant on 08/07/2025 that vests 25% annually. The form also lists several counts of shares issuable upon vesting (for example 5,974.194, 4,184.694, 6,649.884, 7,794.972), which the filing states are included in the reported amounts.

Positive

• Performance-based PRSUs achieved maximum payout (150% of target) for the tranche tied to free cash flow relative performance
• Second PRSU tranche paid at 147% of target, indicating above-target non-GAAP EPS performance over fiscal 2023–2025
• New RSU grant vests 25% annually, demonstrating continued retention incentives for the officer

Negative

• Shares were automatically withheld to cover tax withholding, reducing the number of net shares delivered on vesting
• Portions of awards remain subject to future service conditions (remaining 50% of one PRSU and other tranches), so ownership can change if service terminates

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and a new retention grant; performance metrics met for one PRSU tranche.

The Form 4 documents scheduled and performance-accelerated equity events for an officer with governance responsibility. The determination that one PRSU tranche achieved the maximum payout (150%) indicates that the pre-set relative free cash flow target was met for the applicable period ending 06/30/2025. Fifty percent vested immediately and the remainder is time-conditioned, preserving a retention link. Automatic share withholding for tax obligations is standard and reduces the net shares issued. Overall, these are typical compensation mechanics rather than an unusual corporate-governance action.

Compensation & Equity Plan Analyst

TL;DR: Performance targets triggered material upside on one grant; additional awards continue multi-year vesting profiles.

The filing shows two performance-based award tranches from 08/04/2022: one paid at full 150% of target (target 2,385 shares) with 50% vesting now, and a second tranche at 147% of target (target 1,677 shares) scheduled to vest on 06/30/2026. A new RSU grant vests 25% annually, aligning with standard retention-focused design. The mix of performance and service conditions is consistent with market practice for senior officers and ties pay to multi-year company performance metrics and continued service.

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

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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^*

Wilkinson Mary Beth

(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, CLO and Secretary

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		3,577.5(1)	A	$0	5,980.429(2)	D
Common Stock	08/07/2025		F		766.801(3)	D	$888.28	5,213.628(4)	D
Common Stock	08/07/2025		A		2,465.19(5)	A	$0	7,678.818(6)	D
Common Stock	08/07/2025		A		1,145.088(7)	A	$0	8,823.906(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 2,385.000 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 5,974.194 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 4,184.694 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 6,649.884 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 7,794.972 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Mary Beth Wilkinson	08/08/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for KLAC and what is their role?

Mary Beth Wilkinson, EVP, Chief Legal Officer and Secretary of KLA Corporation, is the reporting person; the form was signed by an attorney-in-fact on 08/08/2025.

What performance awards vested on 08/07/2025 for KLAC?

A performance-based RSU grant from 08/04/2022 with a target of 2,385 shares was determined to pay at 150% of target; 50% vested on 08/07/2025 with the remaining 50% set to vest on 08/04/2026 subject to service.

What happened to the second PRSU tranche from 08/04/2022?

The second tranche (target 1,677 shares) was determined at 147% of target based on non-GAAP EPS performance and is scheduled to vest on 06/30/2026, subject to continued service.

Were any shares withheld or sold at vesting?

Yes. The filing states that shares were automatically withheld to cover required tax withholding, using the closing price of KLA common stock on 08/06/2025 to calculate withholding.

Does the filing show any new equity grants?

Yes. On 08/07/2025 the reporting person received a new RSU grant that vests 25% annually from the grant date.