Khan Ahmad A. 4

What Happened

• Ahmad A. Khan, President, Semiconductor Products & Customers at KLA, had 61,651.800 restricted shares vest on June 30, 2026. To satisfy required tax withholding on the vesting, 30,566.963 shares were automatically withheld (disposed) at $278.39 each, totaling approximately $8,509,537. On the same date he purchased 196.16 shares under KLA’s employee stock purchase plan at $108.33 each for about $21,250.
• These transactions reflect an automatic tax-withholding sale (common when RSUs vest) plus a small employee-plan purchase — the withholding is not an open-market “sell” for investment reasons.

Key Details

• Transaction date: 2026-06-30.
• Withheld/disposed: 30,566.963 shares at $278.39 — proceeds ≈ $8,509,537 (code F: tax withholding/payment).
• ESPP purchase: 196.16 shares at $108.33 — cost ≈ $21,250 (code J; purchased under the company ESPP).
• Vesting: 61,651.800 shares vested (per footnote); withholding used closing price reported June 29, 2026 to calculate shares withheld.
• Beneficial ownership reported in the filing includes RSUs: the filing references shares issuable upon vesting (e.g., 217,169.680 and 155,517.880 in footnotes for different reported lines).
• Adjustment note: reported amounts are adjusted to reflect a 10-for-1 stock split effective after market close on June 11, 2026.
• Filing timeliness: no late-filing indication in the provided data.

Context

• The large share disposition was a routine tax-withholding action tied to RSU vesting (automatic share withholding), not an open-market sale that necessarily signals a view on the stock. The small simultaneous ESPP purchase is a typical employee buy at a discounted price (footnote indicates the ESPP price represented 85% of the Jan 2, 2026 closing price).
• For retail investors, purchases under ESPPs can be a modest bullish signal, but tax-withholding disposals are administrative and common after equity awards vest.