Quarterly report [Sections 13 or 15(d)]

EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS

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EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS
 9 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS
As of March 31, 2026, 9.3 million shares remained available for issuance under the KLA Corporation 2023 Incentive Award Plan (“2023 Plan”). In addition, we have an Employee Stock Purchase Plan (“ESPP”), which enables eligible employees to purchase our common stock. We also offer a cash-based long-term incentive program (“Cash LTI”) to eligible employees.
For details of the 2023 Plan, ESPP and Cash LTI plans, refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Equity Incentive Plans - General Information
The following table summarizes the combined activity under our equity incentive plans:
(In thousands)
Available
 For Grant(1)
Balance as of June 30, 2025 9,574 
Restricted stock units granted(2)
(324)
Restricted stock units granted adjustment(3)
53 
Restricted stock units canceled 41 
Balance as of March 31, 2026 9,344 
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(1)The number of restricted stock units (“RSU”) reflects the application of the award multiplier of 2.0x to calculate the impact of the award on the shares reserved under the 2023 Plan.
(2)Includes RSUs granted to senior management during the nine months ended March 31, 2026 with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). This line item includes all such performance-based RSUs granted during the nine months ended March 31, 2026 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.1 million shares for the nine months ended March 31, 2026 reflect the application of the multiplier described above).
(3)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the nine months ended March 31, 2026.
The fair value of stock-based awards is measured at the grant date and is recognized as an expense over the employee’s requisite service period. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date.
The following table shows stock-based compensation (“SBC”) expense for the indicated periods:
Three Months Ended March 31, Nine Months Ended March 31,
(In thousands) 2026 2025 2026 2025
SBC expense by:
Costs of revenues $ 16,832  $ 12,875  $ 42,328  $ 33,133 
R&D 26,370  20,726  69,326  55,151 
SG&A 40,736  36,600  116,413  105,458 
Total SBC expense $ 83,938  $ 70,201  $ 228,067  $ 193,742 
SBC capitalized as inventory was $32.5 million and $26.3 million as of March 31, 2026 and June 30, 2025, respectively.
Restricted Stock Units
The following table shows the activity and weighted-average grant date fair values for RSUs during the nine months ended March 31, 2026:
Shares(1)
(In thousands)
 Weighted-Average
Grant Date
Fair Value
Outstanding RSUs as of June 30, 2025(2)
1,292  $ 536.30 
Granted(3)
162  $ 933.85 
Granted adjustments(4)
(27) $ 397.40 
Vested and released (234) $ 436.47 
Forfeited (19) $ 574.36 
Outstanding RSUs as of March 31, 2026(2)
1,174  $ 613.65 
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(1)Share numbers reflect actual shares subject to awarded RSUs.
(2)Includes performance-based RSUs.
(3)This line item includes performance-based RSUs granted during the nine months ended March 31, 2026 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.1 million shares for the nine months ended March 31, 2026, reflect the application of the multiplier described above).
(4)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the nine months ended March 31, 2026.
The RSUs granted by us generally vest as follows, in each case subject to the recipient remaining employed by us as of the applicable vesting date: (i) with respect to awards with only service-based vesting criteria, over periods ranging from two to four years; and (ii) with respect to awards with both performance-based and service-based vesting criteria, over periods ranging from three to four years. The RSUs granted to the independent members of the Board of Directors vest annually.
As of March 31, 2026, the unrecognized SBC expense balance related to RSUs was $436.1 million, excluding the impact of estimated forfeitures, and will be recognized over an estimated weighted-average amortization period of 1.1 years. The intrinsic value of outstanding RSUs as of March 31, 2026 was $1.73 billion.