Form 8-K

8-K — KLA CORP

Accession: 0001193125-26-212093

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000319201

SIC: 3827 (OPTICAL INSTRUMENTS & LENSES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d116682d8k.htm (Primary)

EX-99.1 (d116682dex991.htm)

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8-K

8-K (Primary)

Filename: d116682d8k.htm · Sequence: 1

8-K

KLA CORP false 0000319201 0000319201 2026-05-07 2026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

KLA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-09992

04-2564110

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Technology Drive Milpitas California

95035

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 875-3000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

KLAC

The Nasdaq Stock Market, LLC

indicate by check

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On May 7, 2026, KLA Corporation (the “Company”) announced that its Board of Directors (the “Board”) had approved a ten-for-one forward stock split (the “Stock Split”) of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Charter Amendment”), which will also effect a proportionate increase in the number of authorized shares of the Company’s Common Stock from 500,000,000 to 5,000,000,000.

The Stock Split is expected to become effective after the close of the Nasdaq Global Select Market (the “Nasdaq Stock Market”) on June 11, 2026 (the “Effective Date”). As a result of the Stock Split, each stockholder of record as of the close of the Nasdaq Stock Market on June 4, 2026 (the “Record Date”) will receive nine (9) additional shares of Common Stock for every one (1) share of Common Stock held on the Record Date. Trading in the Common Stock on the Nasdaq Stock Market is expected to commence on a Stock Split-adjusted basis at the market open on June 12, 2026, under the existing trading symbol “KLAC.”

A copy of the press release announcing the Stock Split is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additionally on May 7, 2026, the Company issued a press release announcing that the Board declared a cash dividend of $2.30 per share on the Company’s common stock. Such dividend shall be payable on June 2, 2026 to stockholders of record as of the close of business on May 18, 2026.

A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith.

Exhibit No.

Description

99.1

Press release issued May 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KLA CORPORATION

Date: May 7, 2026

By:

/s/ Mary Beth Wilkinson

Name:

Mary Beth Wilkinson

Title:

Executive Vice President, Chief Legal Officer

and Corporate Secretary

EX-99.1

Filename: d116682dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:

Media Relations:

Kevin Kessel, CFA

Mike Dulin

Vice President, Investor Relations

Corporate Communications

(408) 875-6627

michael.dulin@kla.com

kevin.kessel@kla.com

KLA Corporation Announces Ten-to-One Stock

Split and Quarterly Cash Dividend Payment

MILPITAS, Calif., May 7, 2026 — KLA Corporation (NASDAQ: KLAC) today announced that its board of

directors approved a Ten-for-One forward stock split of the company’s outstanding shares of common stock—enhancing share accessibility and reinforcing the

company’s long-term innovation and growth strategy.

Each stockholder of record at close of trading on Thursday, June 4, 2026, will receive nine

additional shares for each share held after the close of trading on Thursday, June 11, 2026. Shares will begin trading on a split adjusted basis at market open on Friday, June 12, 2026. KLA’s overall market capitalization and

stockholder ownership percentages will not be affected by the stock split.

“This stock split is intended to improve the accessibility and liquidity

of KLA shares, while maintaining consistency with our long-term capital allocation strategy,” said KLA Chief Financial Officer Bren Higgins. “We believe this action supports broader investor

and employee access to our shares while remaining fully aligned with our long-term financial objectives.”

Additionally, KLA’s board of directors approved a quarterly dividend payment of $2.30 per share, payable on June 2, 2026, to

shareholders of record on May 18, 2026. This represents a 21% increase in the quarterly dividend which was announced on March 12, 2026. The dividend to be declared in August 2026 is expected to be $0.23 per share, after giving effect to

the stock split.

As a result of the stock split, proportionate adjustments will be made to, among others, the number of shares of KLA’s common

stock underlying the company’s outstanding restricted stock unit and performance-based restricted stock unit awards, the number of shares issuable under the company’s equity incentive plans, and the beginning price per share for the

current offering period under KLA’s employee stock purchase plan.

Additional information regarding the stock split, including an investor FAQ, can

be found at: www.ir.kla.com.

About KLA

KLA

Corporation (“KLA”) develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers and reticles,

integrated circuits, packaging and printed circuit boards. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward.

Investors and others should note that KLA announces material financial information including SEC filings, press releases, public earnings calls and conference webcasts using an investor relations website (ir.kla.com). Additional information may be

found at: www.kla.com.

Note Regarding Forward-Looking Statements:

Statements in this press release other than historical facts, such as statements pertaining to the amount and timing of dividends are forward-looking

statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in

such statements due to various factors, including, but not limited to: our vulnerability to a weakening in the condition of the financial markets and the global economy; risks related to our international operations; evolving Bureau of Industry and

Security of the U.S. Department of Commerce rules and regulations and their impact on our ability to sell products to and provide services to certain customers in China; tariffs and other trade restrictions; costly intellectual property disputes

that could result in our inability to sell or use the challenged technology; risks related to the legal, regulatory and tax environments in which we conduct our business; differing stakeholder expectations, requirements and attention to environment,

social and governance (“ESG”) matters and the resulting costs, risks and impact on our business; unexpected delays, difficulties and expenses in executing against our environmental, climate, or other ESG targets, goals and commitments;

our ability to attract, retain and motivate key personnel; our vulnerability to disruptions and delays at our third-party service providers; cybersecurity threats, cyber incidents affecting our and our business partners’ systems and networks;

our inability to access critical information in a timely manner due to system failures; risks related to acquisitions, integrations, strategic alliances or collaborative arrangements; climate change, earthquake, flood or other natural catastrophic

events, public health crises or terrorism and the adverse impact on our business operations; the war between Ukraine and Russia, the armed conflict in Iran and elsewhere in the Middle East, and the significant military activity in those regions;

lack of insurance for losses and interruptions caused by terrorists and acts of war, and our self-insurance of certain risks including earthquake risk; risks related to fluctuations in foreign currency exchange rates; risks related to fluctuations

in interest rates and the market values of our portfolio investments; risks related to tax and regulatory compliance audits; any change in taxation rules or practices and our effective tax rate; compliance costs with federal securities laws, rules,

regulations, NASDAQ requirements, and evolving accounting standards and practices; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; our vulnerability to a highly concentrated customer base; the cyclicality of the industries in which we operate; our ability to timely develop new

technologies and products that successfully address changes in the industry; risks related to artificial intelligence; our ability to maintain our technology advantage and protect proprietary rights; our ability to compete in the industry;

availability and cost of the materials and parts used in the production of our products; our ability to operate our business in accordance with our business plan; risks related to our debt and leveraged capital structure; we may not be able to

declare cash dividends at all or in any particular amount; liability to our customers under indemnification provisions if our products fail to operate properly or contain defects or our customers are sued by third parties due to our products; our

government funding for research and development is subject to audit, and potential termination or penalties; we may incur significant restructuring charges or other asset impairment charges or inventory write offs; we are subject to risks related to

receivables factoring arrangements and compliance risk of certain settlement agreements with the government; and risks related to the Court of Chancery of the State of Delaware being the sole and exclusive forum for certain actions and proceedings.

For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this press release, please refer to KLA’s Annual Report on Form

10-K for the year ended June 30, 2025, and other subsequent filings with the Securities and Exchange Commission (including, but not limited to, the risk factors described therein). KLA assumes no

obligation to, and does not currently intend to, update these forward-looking statements.

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May 07, 2026

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