SEC Form 4 · accession 0001193125-26-340227
KLA CORP · KLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Beth Wilkinson
Officer — EVP, CLO and Secretary
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000319201
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 5, 2026 | A | 5,070 | $0.00 | A | 27,180 | D | |
| Common StockF3,F4 | Aug 6, 2026 | A | 25,440 | $0.00 | A | 52,620 | D | |
| Common StockF5,F6 | Aug 6, 2026 | F | 5,355 | $192.80 | D | 47,265 | D | |
| Common StockF7,F8 | Aug 6, 2026 | A | 24,987 | $0.00 | A | 72,252 | D | |
| Common StockF5,F6 | Aug 6, 2026 | F | 10,520 | $192.80 | D | 61,732 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 5, 2026, the Reporting Person received a grant of RSUs. The RSUs vest 25% annually from the date of grant.
- F2The number of shares of KLA common stock includes 27,107.766 shares issuable upon vesting of RSUs.
- F3On August 3, 2023, in addition to the restricted stock units ("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 16,960.000 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, 2026. On August 6, 2026, 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 6, 2026, and the remaining fifty percent (50%) of the PRSUs will vest on August 3, 2027, subject to the continued service of the Reporting Person.
- F4The number of shares of KLA common stock includes 52,547.766 shares issuable upon vesting of RSUs.
- F5Pursuant 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 5, 2026.
- F6The number of shares of KLA common stock includes 39,827.766 shares issuable upon vesting of RSUs
- F7On August 4, 2022, the Reporting Person was granted PRSUs divided into three tranches. On August 6, 2026, KLA's Board of Directors and Compensation and Talent Committee determined that the performance conditions applicable to the third tranche of these PRSUs were satisfied. On August 6, 2026, 24,987.300 shares vested.
- F8The number of shares of KLA common stock includes 64,815.066 shares issuable upon vesting of RSUs.