| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| WALLACE RICHARD P | President and CEO | ONE TECHNOLOGY DRIVE, MILPITAS | /s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace | 2025-08-08 | 0001196898 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLAC | Common Stock | Award | $0 | +36.2K | +63.73% | $0.00 | 93.1K | Aug 7, 2025 | Direct | F1, F2 |
| transaction | KLAC | Common Stock | Tax liability | -$7.98M | -8.98K | -9.65% | $888.28 | 84.1K | Aug 7, 2025 | Direct | F3, F4 |
| transaction | KLAC | Common Stock | Award | $0 | +9.25K | +11% | $0.00 | 93.3K | Aug 7, 2025 | Direct | F5, F6 |
| transaction | KLAC | Common Stock | Award | $0 | +10.3K | +11.03% | $0.00 | 104K | Aug 7, 2025 | Direct | F7, F8 |
| Id | Content |
|---|---|
| F1 | 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 24,146.000 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. |
| F2 | The number of shares of KLA common stock includes 56,078.011 shares issuable upon vesting of restricted stock units ("RSUs"). |
| F3 | 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. |
| F4 | The number of shares of KLA common stock includes 37,968.511 shares issuable upon vesting of RSUs. |
| F5 | 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 6,291.000 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. |
| F6 | The number of shares of KLA common stock includes 47,216.281 shares issuable upon vesting of RSUs. |
| F7 | 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. |
| F8 | The number of shares of KLA common stock includes 57,511.168 shares issuable upon vesting of RSUs. |