Annual report [Section 13 and 15(d), not S-K Item 405]

Insider Trading Arrangements

v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
Rule 10b5-1 Trading Plans Adopted by Officers and Directors During the Fourth Quarter
In the fourth quarter of fiscal 2025, the following officers adopted trading plans, or amendments to existing trading plans, to sell and/or gift shares of our common stock that have been or will be issued upon the vesting of RSUs, or purchased in our ESPP, that are intended to satisfy the affirmative defense conditions set forth in Rule 10b5-1(c) under the Securities Exchange Act. The material terms of the trading plans other than pricing conditions are set forth in the table below:
Name of Officer
Title of Officer
Date of Adoption
Duration
Maximum Number of Shares to be Sold (1) (2)
Bren Higgins Executive Vice President and Chief Financial Officer May 5, 2025
432 days (3)
18,070
Ahmad Khan President, Semiconductor Products and Customers May 30, 2025
211 days (4)
23,163
Brian Lorig Executive Vice President, KLA Global Services May 2, 2025
299 days (5)
12,482
(1) Due to pricing conditions in the trading plans, the number of shares actually sold under the trading plans may be less than the maximum number of shares that can be sold. Shares sold under plans upon the vesting of performance-based RSUs where the performance conditions have not been met at the time of plan adoption are calculated at the maximum number of shares that may be issued, with fractional shares disregarded. Shares sold in the future that are issuable under our ESPP, where the number of shares to be purchased have not been determined, are calculated based on a 15% discount to the price at the opening of the purchase period.
(2) For RSUs that have not vested, the maximum number of shares to be sold does not take into account shares withheld for taxes.
(3) Mr. Higgins’ trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on July 2, 2026; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on July 10, 2026.
(4) Mr. Khan’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on November 10, 2025; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on December 26, 2025.
(5) Mr. Lorig’s trading plan was amended on May 2, 2025, and it terminates when the last trade is placed under the plan. The last scheduled trade is on August 12, 2025; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on February 24, 2026.
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Officer Trading Arrangement [Member] | Brian Lorig [Member]  
Trading Arrangements, by Individual  
Name Brian Lorig
Title Executive Vice President, KLA Global Services
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 2, 2025
Expiration Date February 24, 2026
Arrangement Duration 299 days
Aggregate Available 12,482
Officer Trading Arrangement [Member] | Bren Higgins [Member]  
Trading Arrangements, by Individual  
Name Bren Higgins
Title Executive Vice President and Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 5, 2025
Expiration Date July 10, 2026
Arrangement Duration 432 days
Aggregate Available 18,070
Officer Trading Arrangement [Member] | Ahmad Khan [Member]  
Trading Arrangements, by Individual  
Name Ahmad Khan
Title President, Semiconductor Products and Customers
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 30, 2025
Expiration Date December 26, 2025
Arrangement Duration 211 days
Aggregate Available 23,163