Varadarajan Seshasayee 4

What Happened

• Varadarajan Seshasayee, Senior Vice President at Lam Research (LRCX), received restricted stock unit (RSU) awards on 2026-02-27 and had a total of 37,  ? (see Key Details) shares withheld to satisfy tax withholding obligations. Specifically, Seshasayee was granted 12,547 RSUs (regular) and 18,820 market‑based performance RSUs (derivative). To cover tax obligations on vesting, 26,126; 3,168; 2,572; and 5,047 shares were automatically withheld/disposed at $233.89 per share, totaling $8,633,582 in value. The awards themselves were granted at $0.00 (no cash purchase).

Key Details

• Transaction date: February 27, 2026. Form 4 filed March 2, 2026 (filed within the required reporting window).
• Awards received: 12,547 RSUs (grant A, $0.00) and 18,820 market‑based performance RSUs (derivative grant A, $0.00).
• Shares withheld/disposed for tax withholding (code F):
  • 26,126 shares @ $233.89 = $6,110,610
  • 3,168 shares @ $233.89 = $740,964
  • 2,572 shares @ $233.89 = $601,565
  • 5,047 shares @ $233.89 = $1,180,443
  • Total value withheld/disposed: $8,633,582
• Vesting schedule / performance terms:
  • Certain restricted stock units vest in three equal installments on 02/27/2027, 02/27/2028, and 02/27/2029 (F1).
  • The market‑based performance RSUs will vest between 0% and 150% on 02/27/2029 based on Lam’s total shareholder return relative to the PHLX Semiconductor Total Return Index over 02/02/2026–02/01/2029 (F4).
• Footnotes: reported amounts include shares subject to unvested RSUs (F2); the withheld/disposed shares represent automatic tax withholding on vesting (F3).
• Shares owned after the transaction: not specified in the provided summary; reported totals include unvested RSUs per F2.

Context

• This was not an open‑market sale but routine tax‑withholding upon RSU vesting (common for executive vesting events). The awards are compensation (acquisitions at $0.00); the withheld shares are used to satisfy tax obligations rather than signaling a discretionary sale. The market‑based RSUs carry performance risk and may pay out between 0–150% at final vesting in 2029.