KLAC Form 4: Aug 2025 RSU vesting by President & CEO Wallace

Rhea-AI Filing Summary

Richard P. Wallace, President and CEO of KLA (KLAC), reported routine vesting of restricted stock units (RSUs) tied to prior grants. RSUs granted on 08/03/2023 (15,684 RSUs) and 08/04/2022 (16,097 RSUs) vested 25% on 08/03/2025 and 08/04/2025 respectively. Under the grant terms, shares were automatically withheld at vesting to satisfy tax obligations using the closing price on 08/01/2025 of $886.64; the withholding amounts reported are 1,944.032 shares and 1,995.1 shares.

Following the transactions the filing reports beneficial ownership totals of 70,623.003 shares (which includes 47,666.511 shares issuable upon vesting) and 68,627.903 shares (which includes 43,642.511 shares issuable upon vesting). The entries reflect compensation vesting and tax-withholding dispositions rather than open-market purchases or sales.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting and tax withholding; not a material governance event.

The Form 4 discloses scheduled vesting of long-standing equity awards granted in 2022 and 2023 and automatic share withholding to cover taxes. These transactions are standard under executive equity programs and do not indicate a change in control, extraordinary compensation action, or a voluntary open-market sale by the insider. Beneficial ownership levels remain substantial but are consistent with previously granted long-term incentives.

Executive Compensation Analyst

TL;DR: Compensation-driven vesting with tax withholding; reflects planned delivery of previously granted RSUs.

The filing details 25% vesting tranches from two prior RSU grants with specified withholding amounts and the valuation basis used ($886.64 closing price). The inclusion of sizable amounts of shares still issuable on vesting (47,666.511 and 43,642.511) shows ongoing equity-based retention incentives. From a compensation perspective, these entries align with typical multi-year RSU schedules and are not an earnings or liquidity event for the company.

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^*

WALLACE RICHARD P

(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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2025

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	08/03/2025		F		1,944.032(1)	D	$886.64	70,623.003(2)	D
Common Stock	08/04/2025		F		1,995.1(3)	D	$886.64	68,627.903(4)	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 3, 2023, the Reporting Person was granted restricted stock units ("RSUs") for 15,684.000 shares of KLA common stock. On August 3, 2025, twenty-five percent (25%) of the RSUs 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 1, 2025.

2. The number of shares of KLA common stock includes 47,666.511 shares issuable upon vesting of RSUs.

3. On August 4, 2022, the Reporting Person was granted restricted stock units ("RSUs") for 16,097.000 shares of KLA common stock. On August 4, 2025, twenty-five percent (25%) of the RSUs 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 1, 2025.

4. The number of shares of KLA common stock includes 43,642.511 shares issuable upon vesting of RSUs.

	/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace	08/05/2025
	** 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 transactions did Richard P. Wallace report on the KLAC Form 4?

He reported 25% vesting of RSUs on 08/03/2025 and 08/04/2025 with automatic withholding of shares for taxes (1,944.032 and 1,995.1 shares).

How many RSUs were originally granted to Wallace that vested?

Grants were for 15,684 RSUs on 08/03/2023 and 16,097 RSUs on 08/04/2022; 25% of each grant vested on the reported dates.

What price was used to calculate tax withholding on the vested RSUs?

The closing price on 08/01/2025 of $886.64 was used to compute the number of shares withheld for tax purposes.

What are the reported beneficial ownership totals after the transactions?

Reported beneficial ownership totals are 70,623.003 shares (including 47,666.511 issuable upon vesting) and 68,627.903 shares (including 43,642.511 issuable upon vesting).

Did Wallace buy or sell shares in open-market transactions?

No. The reported entries reflect RSU vesting and shares withheld to cover tax withholding, not open-market purchases or sales.

What is Wallace's role at KLA as stated on the form?

He is identified as President and CEO and is the reporting person on the Form 4.