Varadarajan Seshasayee 4

What Happened

• Varadarajan Seshasayee, Senior Vice President of Lam Research, reported the exercise/conversion of derivative awards on 2026-02-03. The filing shows 53,925 shares acquired at $0.00 and 35,950 shares disposed at $0.00. The transactions reflect conversion/vesting of market-based performance restricted stock units (RSUs) granted 03/01/2023 and scheduled to vest on 03/01/2026 based on performance metrics.

Key Details

• Transaction date: 2026-02-03; Filing date: 2026-02-05 (filed within typical 2-business-day SEC window).
• Prices reported: $0.00 per share for both the acquired (53,925) and disposed (35,950) line items (typical for RSU conversions; no cash exercise price).
• Shares owned after the transaction: Not specified in the provided filing data.
• Footnotes: The shares arise from a market-based performance RSU grant (03/01/2023) that vests between 0%–150% on 03/01/2026 based on Lam’s total shareholder return vs. the PHLX Semiconductor Sector Total Return Index for the 02/01/2023–01/31/2026 performance period. The filing notes amounts include shares subject to unvested RSUs.
• Disposition details: The Form 4 reports 35,950 shares as “Disposed” but does not specify whether those were sold, withheld for taxes, or transferred.

Context

• This filing documents conversion/vesting of performance RSUs rather than a cash purchase or a discretionary open-market sale. Dispositions following vesting are common (e.g., to cover taxes), but the Form 4 does not state the reason. Performance-based RSUs depend on relative total-shareholder-return results against the semiconductor index for the stated performance period.