WALLACE RICHARD P 4

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.