WALLACE RICHARD P 4

4 · KLA CORP · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

KLA CEO Richard P. Wallace Sells 45,850 Shares for Tax Withholding

What Happened

Richard P. Wallace, President and CEO of KLA Corp (KLAC), had 45,850.444 shares withheld on June 30, 2026 to satisfy tax withholding related to vested restricted stock units (RSUs), a transaction valued at about $12.76 million (45,850.444 shares @ $278.39). On the same date he acquired 196.16 shares through KLA’s employee stock purchase plan (ESPP) at $108.33 per share (≈ $21,250).
The withholding was an automatic tax-withholding event tied to RSU vesting — not an open-market sale for cash generation — while the small ESPP purchase is a routine employee purchase.

Key Details

Transaction dates & prices: 2026-06-30 — 45,850.444 shares withheld @ $278.39 (tax withholding), and 196.16 shares acquired @ $108.33 (ESPP).
Vesting noted: 92,477.700 RSU shares vested on June 30, 2026 (the withholding covered taxes on these vested shares).
Footnotes: ESPP purchase was under the company plan at 85% of the Jan 2, 2026 closing price. Withholding used the June 29, 2026 closing price to calculate shares withheld. Filing numbers are adjusted for a 10-for-1 stock split effective after market close on June 11, 2026.
Reported RSU holdings: the filing references large RSU pools (e.g., 575,111.680 and 482,633.980 shares issuable upon vesting per footnotes).
Timeliness: filing reflects the June 30 transaction and was submitted with accession date 2026-07-02 (no late-filing flag provided).

Context

This was a tax-withholding/settlement transaction (code F) tied to RSU vesting, not an independent decision to sell shares on the open market. Such withholdings are routine when equity awards vest.
The small ESPP purchase (code J) is a typical employee stock purchase at a discount and is generally viewed differently than open-market insider buys.

Form 4

Period: 2026-06-30

President and CEO

Transactions

Other
Common Stock
[F1][F2][F3]
2026-06-30$108.33/sh+196.16$21,250→ 714,026.24 total
Tax Payment
Common Stock
[F4][F5][F6]
2026-06-30$278.39/sh−45,850.444$12,764,305→ 668,175.796 total

Footnotes (6)

[F1]Purchased under the registrant's employee stock purchase plan.
[F2]Represents 85% of the closing price of the registrant's common stock on January 2, 2026, the first day of the offering period under the employee stock purchase plan.
[F3]The number of shares of KLA common stock includes 575,111.680 shares issuable upon vesting of restricted stock units ("RSUs").
[F4]On August 4, 2022, the reporting person was granted RSUs with both performance-based and service-based vesting conditions ("PRSUs") divided into three tranches. 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. On June 30, 2026, 92,477.700 shares vested.
[F5]Pursuant to the terms of the grant, shares of KLA common stock were automatically withheld to cover required tax withholding on the 92,477.700 shares of KLA common stock that vested. 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 June 29, 2026
[F6]The number of shares of KLA common stock includes 482,633.980 shares issuable upon vesting of RSUs.

Signature

/s/ Jeffrey S. Cannon, as attorney-in-fact for Richard P. Wallace|2026-07-02

1 file