KLA (KLAC) 10-K risk factor changes: FY2025 vs FY2024

- [removed: Increasing] [added: Differing stakeholder expectations, requirements and] attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business;

- Natural disasters, such as earthquakes, [added: public] health [removed: crises such as the COVID-19 pandemic,] [added: crises,] acts of terrorism or war or other catastrophic events, and the lack of insurance thereof, could significantly disrupt our operations, including affecting the global supply chain, for lengthy periods of time;

- Political instability, geopolitical tensions, natural disasters, legal or regulatory changes, acts of war such as the wars between Russia and Ukraine [removed: or Israel] and [removed: Hamas] [added: the military conflicts in the Middle East] and further escalation thereof, or terrorism in regions where we, our customers or our suppliers have operations or where we or they do business;

Over the past several years, there have been a variety of rules and regulations issued by [removed: BIS] [added: Commerce] that have had an impact on our ability to sell certain products and provide certain services to certain customers in China.

These controls have included, for example, restrictions on exporting certain items to military end users and for military end uses, the addition of numerous entities to the U.S. Entity List (a list of parties that are generally ineligible to receive U.S.-regulated items without prior licensing from [removed: BIS),] [added: Commerce),] and the creation of new licensing requirements that apply to the export, re-export, and transfer of certain foreign-made items that are the direct product of U.S. origin technology or produced by a plant or major component of a plant that itself is the direct product of U.S. origin technology and which are destined to Huawei or its affiliates and other specified companies on the U.S. Entity [removed: List.][added: List, and other facilities in China where the production of advanced node IC occurs.]

In October 2022, [removed: BIS] [added: Commerce] published the 2022 BIS Rules (the “2022 BIS Rules”) that [removed: introduce] [added: introduced] restrictions related to semiconductor, semiconductor manufacturing, supercomputer, and advanced computing items and end uses.

Further, the 2022 BIS Rules impose restrictions on the activities of U.S. persons with respect to certain items that are not subject to the Export Administration Regulations (“EAR”), which departs from [removed: BIS’] [added: Commerce’s] typical practice of controlling items that are subject to the EAR, and could further restrict our ability to conduct business in China.

In October 2023, [removed: BIS] [added: Commerce] issued the 2023 BIS Rules (the “2023 BIS Rules”) designed to update export controls on advanced computing semiconductors and semiconductor manufacturing equipment, as well as items that support supercomputing applications and end-uses, to certain D1, D4 and/or D5 countries in Supplement No. 1 of Part 740 of the U.S. [removed: Export Administration Regulations,] [added: EAR,] including China.

Commerce [removed: has also added, and] may continue to [removed: add,] [added: add] China-based entities to the U.S. Entity [removed: List, imposing] [added: List and impose other end use or end user] export [removed: restrictions to entities that] [added: restrictions, which] could disrupt or prevent our product shipment, and further disrupt our revenue [removed: recognition and] [added: recognition,] business [removed: operations,] [added: operations] and our ability to support our customers in China.

To the extent [removed: BIS] [added: Commerce] does issue licenses to us or to our customers, such licenses may have a short duration or require us to satisfy various conditions.

Failure to obtain export licenses [added: have harmed and] could [removed: also] [added: continue to] harm our [removed: RPO,] [added: backlog,] requiring us to return substantial deposits received from customers in China for purchase orders, and/or further limiting our ability to meet our contractual obligations and sell our products or provide services to our customers in China.

We may lose revenue in future periods related to anticipated sales to customers in China unless we are able to replace their orders with other customer orders for which either [removed: a] [added: an export] license has been obtained or is not required.

Our revenue from sales of products and provision of services to customers in China was [removed: 43%, 27%] [added: 33%, 43%] and [removed: 29%] [added: 27%] for fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022, respectively.][added: 2023, respectively, and future revenue from China as a percentage of our overall revenue may decline as a result of the current and future Commerce rules and regulations.]

We are subject to various risks related to compliance with laws, rules and regulations enacted by legislative bodies and/or regulatory agencies in the countries in which we operate and with which we must comply, including environmental, safety, antitrust, anti-corruption/anti-bribery, unclaimed property, [added: conflict minerals and other responsible sourcing practices,] economic sanctions and export control regulations.

Some of these laws impose strict liability for certain releases, which may require us to incur costs regardless of fault or the legality of [removed: actions at the time of release.]

In addition, changes in environmental laws and regulations (including any relating to climate change and [removed: greenhouse gas (“GHG”)] [added: GHG] emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes, or revise process inputs, among other things, which may cause us to incur significant costs or otherwise adversely impact our business performance.

Various agencies and governmental bodies have expressed particular interest in promulgating rules relating to climate [removed: change.][added: change or other sustainability matters.]

[removed: Increasing] [added: Differing expectations, requirements and] attention to ESG [removed: matters,] [added: matters from our stakeholders,] including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business.

Certain investors, capital providers, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused [removed: increasingly] on companies’ ESG initiatives, including those regarding climate change, human rights and inclusion and diversity, among others.

[added: This has increased, and may in the future continue to increase, certain of our] compliance and disclosure costs, and may also result in further impacts on our business, financial condition or results of operations, including changes in demand for certain types of products.

Standards for ESG metrics and reporting continue to evolve due to a variety of factors, and our disclosures [removed: may] [added: are expected to] evolve as [removed: well;] [added: well, whether in response to regulatory requirements or otherwise;] however, we cannot guarantee that our approach will align with any particular methodology or stakeholder expectations.

[removed: By contrast, any] failure, [removed: or perceived failure,] to conform to such policies could have an adverse impact on our reputation and business activities.

In addition, [removed: we note that] [added: as noted above,] regulators, including [removed: the SEC,] [added: European Union and State of California,] have adopted, or are considering adopting, regulations regarding ESG matters, including, but not limited to, climate change-related matters.

[added: If we are unable to attract, onboard and retain key personnel,] or if we are not able to attract, assimilate, onboard and retain additional highly qualified employees to meet our current and future needs, our business and operations could be harmed.

We also integrate and use [added: certain] third-party services and products, including software, in our IT Systems, and such third-party products, services and systems are beyond our control.

[removed: We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as diverse attack vectors, such as computer viruses, bugs, ransomware and other malware, technological errors and known and] unknown vulnerabilities in our software and systems and those of third parties, cyber-related security breaches and similar disruptions from unauthorized intrusions, tampering, misuse or criminal acts made directly against our systems or networks, or through our third-party providers or the supply chain, including social engineering, phishing, or other events or developments that we may be unable to anticipate or fail to mitigate, including, but not limited to, financial fraud, including check fraud, vulnerabilities or misconfigurations in our IT Systems.

We and our third-party providers regularly experience cyber-attacks and events and on occasion incidents involving unauthorized access to [removed: systems] [added: IT Systems] and [removed: data] [added: Confidential Information] and, although no such attacks, events or incidents have materially impacted our operations or financial [removed: results,] [added: results to date,] there can be no assurance that such attacks, events or incidents will not be material to KLA in the future.

Because the techniques used to [removed: obtain unauthorized access to our IT Systems] [added: perpetrate cyberattacks and other security incidents] change frequently and increasingly leverage technologies such as AI, cyber-attacks may not be recognized until launched against a target and are increasingly designed to circumvent controls, avoid detection and remove or obfuscate forensic artifacts.

We [added: strive to] prioritize the remediation of identified security vulnerabilities based on known and anticipated risks, and we aim to patch vulnerabilities within reasonable timeframes.

However, we are unable to comprehensively identify all vulnerabilities (particularly as related to third-party software and systems), apply patches or [added: confirm that mitigating measures are in place, or ensure that any patches will be applied by us or our third parties before exploitation by a threat actor.]

If attackers are able to exploit vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact our [removed: systems] [added: IT Systems] and [removed: data.][added: Confidential Information.]

[added: Moreover,] AI may be used to generate cyberattacks as AI capabilities improve and are increasingly adopted.

These attacks crafted with AI tools could directly attack our IT Systems [added: or Confidential Information] with greater speed and/or efficiency than a human threat actor or create more effective phishing emails.

In addition, the threat could be introduced from the result of us, our customers [removed: and] [added: or] business partners incorporating [removed: the output of an] AI [removed: tool that includes a threat, such as] [added: into our respective businesses, for example,] introducing malicious code by incorporating AI generated source code.

Any [removed: cybersecurity incident] [added: impact to the availability, integrity] or [removed: occurrence could] [added: confidentiality of our IT Systems of Confidential Information can materially adversely] impact our [removed: business] [added: business, operations and financial condition] directly, or indirectly by impacting third parties in the supply chain, in many potential ways: disruptions to operations; misappropriation, corruption or theft of Confidential Information; misappropriation of funds and Company assets; reduced value of our investments in research, development and engineering; litigation (including class action lawsuits) with, or payment of damages to, third parties; reputational damage; costs to comply with regulatory inquiries or actions; data privacy issues; costs to rebuild our [removed: information systems and networks;] [added: IT Systems or restore our Confidential Information;] and increased cybersecurity protection and remediation costs.

[removed: Any disruptions or] difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of our acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks, including attacks on the information systems of our business partners and other third parties) could adversely affect our ability to complete important business processes, such as the evaluation of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

We are also exposed to risks in connection with strategic alliances [removed: into which we may enter.][added: or collaborative arrangements.]

At times, we may also enter into strategic alliances [added: or collaborative arrangements] with customers, suppliers or other business partners with respect to development of technology and IP.

These [removed: alliances] [added: projects] typically require significant investments of capital and exchange of proprietary, highly sensitive information.

The success of these alliances [added: and arrangements] depends on various factors over which we may have limited or no [removed: control] [added: control, including the other party’s discretion in determining the efforts] and [added: resources they will apply to the project, and] requires ongoing and effective cooperation with our strategic [removed: partners.][added: partners and collaborators.]

- Risks related to our international operations;

- Tariffs and other trade restrictions;

In December 2024 and January 2025, Commerce again issued incremental 2024 BIS Rules and 2025 BIS Rules, adding even more companies to the U.S. Entity List and revising the definition of advanced DRAM, further restricting our ability to provide certain items and services to facilities in China producing advanced DRAM ICs.

In addition, the U.S. export restrictions on semiconductors and semiconductor technology to China and Chinese customers may reduce the need for our products and make it easier for our China-based competitors to develop and sell their own products and take market share from us.

Recently announced and future U.S. tariffs or other restrictions placed on imports, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operations.

In 2025, the U.S. implemented a number of tariffs on goods imported into the U.S., on a country and industry-specific basis (including aluminum, copper and steel).

While some of the U.S. Tariffs have been paused, certain U.S. Tariffs are currently in effect, including a base tariff on nearly all imports into the U.S., certain reciprocal tariffs by country, and certain sectoral tariffs on copper, aluminum and steel, among others.

In retaliation to the tariffs imposed on U.S. imports, a number of other countries announced reciprocal tariffs on goods imported from the U.S. While most countries paused their reciprocal tariffs on U.S. imported goods, those reciprocal tariffs could be reinstated at any time.

Tariffs imposed by the U.S. on goods imported into the U.S. and tariffs imposed by other countries on U.S. goods imported into those countries may continue to evolve.

In April 2025, Commerce announced the initiation of investigations into the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962.

The scope of the investigations include semiconductors, semiconductor manufacturing equipment and their derivative products including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics and other components.

While the results of the investigations are currently unknown, they may result in additional tariffs and trade restrictions which may adversely impact our business.

The U.S. Tariffs have increased our cost of revenues due to the increase in the cost of importing foreign sourced components to our U.S. facilities to build the products that we manufacture in the U.S. Tariffs imposed on U.S. goods by other countries may harm demand for our products from customers in those regions, or may cause our customers in those regions to push out or cancel previously placed purchase orders.

In addition, we have had to return deposits given to us by our customers upon cancellation of their purchase orders.

Moreover, tariffs can make it difficult for us and our customers and suppliers to

make and execute business and capital equipment investment plans or increase supply chain complexity, which may have an impact on our ability to source the materials necessary to manufacture our products.

Our efforts to address these risks, such as through operational adjustments and pricing strategies, may not be successful.

Such efforts may need time to take effect and may have an adverse impact on our results of operations.

Unless rescinded or exemptions apply, tariffs and any escalations in the trade war could significantly harm our business, financial condition and results of operations.

actions at the time of release.

For example, policymakers in the European Union, the State of California and elsewhere have adopted, or are considering adopting, various legal requirements on disclosures or other actions on certain climate or other sustainability matters.

By contrast, any failure, or perceived

Stakeholders may have different, and at times conflicting, expectations.

While some external sources may seek to pressure us to adopt additional or more aggressive ESG initiatives, there are simultaneous efforts by others to reduce companies' efforts on such matters.

Such proponents and opponents of ESG matters are increasingly resorting to activism or litigation to advance their perspectives.

Such regulatory approaches are not uniform, which may increase the cost and complexity of compliance.

Addressing stakeholder expectations, including regulations, entails costs and any failure to successfully navigate such expectations may result in reputational harm, loss of customers or contracts, potential regulatory or investor engagement, or other adverse impacts to our business.

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as diverse attack vectors, such as computer viruses, bugs, ransomware and other malware, technological errors and known and

Any disruptions or

Persistent hostilities involving Iran and Iran-backed groups, including Hezbollah in Lebanon and Hamas in the Gaza Strip, have involved missile strikes against civilian targets in various parts of Israel and attacks on marine vessels traversing the Red Sea.

Due to economic, political or other

On July 4, 2025, the enactment of the One Big Beautiful Bill Act (“OBBBA”) provides for several permanent changes to the United States tax code including, among other items, modifying the Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules that were included in the Tax Cuts and Jobs Act, which was enacted into law on December 22, 2017.

The OBBBA renames GILTI to Net Controlled Foreign Corporation (“CFC”) Tested Income (“NCTI”) and modifies the percentage of foreign earnings under the GILTI regime that is taxable in the U.S. from 50% to 40% for tax years beginning after December 31, 2025.

utilization, consumer demand for products, inventory levels and our customers’ access to capital.

manufacturing, marketing, and customer service and support capabilities than we possess.

In April 2025, the Chinese government imposed certain new export controls on a range of critical rare earth minerals.

Rare earth minerals are critical to certain components contained in our products.

If our suppliers are unable to provide the components necessary to make our products because of restrictions placed on their access to rare earth minerals, our business, financial condition and results of operations could be materially harmed.

In the event we default on our borrowings, these domestic subsidiaries shall be liable for

In addition, notwithstanding the provisions related to limitations on our liability that we seek to include in our business agreements, the counterparties to such agreements may dispute our interpretation or

- Risks related to our international operations, such as tariffs or similar trade impairments, and longer payment cycles or collection difficulties associated with international sales;

The 2023 BIS Rules are very complex and, in January 2024, KLA, among other companies, submitted comments to BIS on the 2023 BIS Rules.

BIS could revise or expand the 2023 BIS Rules in response to public comments.

Likewise, BIS may issue guidance clarifying the scope of the rules.

Such revisions, expansions or guidance could change the impact of the rules for our business.

For example, in March 2022, the SEC published a proposed rule that would require companies to provide significantly expanded climate-related disclosures, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and Board of Directors.

This has increased, and may in the future continue to increase, certain of our

For example, we have recently elected to align our emissions reporting with the SBTi methodology, which will result in certain changes to our emissions metrics from historical calculations; however, to the extent the SBTi methodology is ultimately deemed to be not in keeping with regulatory standards or best practices, we may be subject to additional scrutiny or costs.

Moreover, despite the voluntary nature of such efforts, we may receive increasing scrutiny and pressure from external sources, such as lenders, investors, proxy advisory firms, rating agencies or other investor advocacy groups, to adopt more transparent or aggressive climate or other ESG-related initiatives; however, we may not agree that such initiatives will be appropriate for our business, and we may not be able to implement such initiatives because of potential costs or technical or operational obstacles.

Any unfavorable ESG ratings could lead to or increase any negative investor sentiment toward us, our customers or our industry, which could negatively impact our share price as well as our access to and cost of capital.

To the extent ESG matters negatively impact our reputation, they may also impede our ability to compete as effectively to recruit or retain employees or customers, which may adversely affect our operations.

Simultaneously, there are efforts by some stakeholders, including certain policymakers, to reduce companies’ efforts on certain environmental, social and sustainability-related matters, which could subject us to increased activism or litigation.

To the extent we are subject to increased regulatory requirements, we could become subject to increased compliance-related costs and risks, including potential enforcement and litigation.

If we are unable to attract, onboard and retain key personnel,

confirm that mitigating measures are in place, or ensure that any patches will be applied by us or our third parties before exploitation by a threat actor.

operations and financial condition.

In October 2023, war between Israel and Hamas began, which has resulted in significant military activity in the region.

Following the war between Israel and Hamas, the Houthis launched a number of attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen.

The Red Sea is a vital maritime route for international trade and major shipping companies announced suspensions of operations following these attacks.

We have completed our accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”), which

was enacted into law on December 22, 2017.

The recent U.S. tax law changes are subject to future guidance from U.S. federal and state governments, such as the Treasury Department and/or the Internal Revenue Service.

Any future guidance can change our tax liability.

A significant portion of the income taxes due to the enactment of the Tax Act is payable by us over a period of eight years.

As a result, our cash flows from operating activities will be adversely impacted until the tax liability is paid in full.

structures, applications and process steps.

Furthermore, because our process control and yield

The growth that we have experienced over the past few years has resulted in higher levels of backlog, or RPO.

The supply chain disruptions caused by the ongoing pandemic as well as favorable market trends have led to customers agreeing to purchase equipment from us with lead times that are longer than our historical experience.

As the lead times for delivery of our equipment get longer, the risk increases that customers may choose to change their equipment orders due to the evolution of the customer’s technological, production or market needs.

This could result in order modifications, rescheduling or even cancellations that may not be communicated to us in a timely manner, causing RPO to remain elevated until agreed with the customer.

Customer communication delays for orders already placed could affect our ability to respond quickly in weakening demand environments, which could harm our results of operations.

Substantial R&D costs

offer.

We have $750.0 million principal of our senior, unsecured long-term notes due during the second quarter of fiscal 2025.

limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in any particular claim.

Workforce changes can also temporarily reduce workforce

of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our Certificate of Incorporation or Bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine.

Discussions and analysis of fiscal year [removed: 2023] [added: 2024] as compared against fiscal year [removed: 2022] [added: 2023] have been omitted and can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2023,] [added: 2024,] filed with the SEC.

We also offer advanced technology solutions to address various manufacturing needs of PCBs, [removed: FPDs,] specialty semiconductor devices and other electronic components, including advanced packaging, [removed: LED,] [added: light emitting diode (“LED”),] power devices, compound semiconductor, and data storage industries, as well as general materials research.

While we continue to invest in technological innovation, factors such as delays from [removed: customers,] [added: customers] in adopting new chips and technology [removed: methods,] [added: methods] could impact process control capital intensity.

- PCB and Component Inspection: a range of inspection, testing and measurement, and direct imaging for patterning products used by manufacturers of PCBs, [removed: FPDs,] advanced packaging, MEMS and other electronic components.

Additionally, a significant portion of global [removed: FPD and] PCB manufacturing has migrated to China.

Chinese government initiatives around self-sustainability are propelling China to expand its domestic manufacturing capacity and attracting investment from semiconductor manufacturers from Taiwan, Korea, Japan and the U.S. Although China is currently seen as an important long-term growth region for the semiconductor and electronics capital equipment sector, [removed: Commerce has adopted regulations and added certain China-based entities to] the U.S. [removed: Entity List (a list of parties that are generally ineligible to receive U.S.-regulated items without prior licensing from BIS), restricting our ability to provide products] [added: government has tightened export controls for commodities, software,] and [removed: services] [added: technology (collectively, “items”) destined] to [removed: such entities without a license.][added: China over the past several years.]

We are continuously assessing the aggregate potential impact of government regulations [added: and tariffs] on our financial results and operations.

| (Dollar amounts in thousands, except diluted net income per share) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Total revenues | | | $ | [removed: 9,812,247] [added: 12,156,162] | | | | | $ | [removed: 10,496,056] [added: 9,812,247] | | | | | $ | [removed: 9,211,883] [added: 10,496,056] | |

| Costs of revenues | | | $ | [removed: 3,928,073] [added: 4,751,867] | | | | | $ | [removed: 4,218,307] [added: 3,928,073] | | | | | $ | [removed: 3,592,441] [added: 4,218,307] | |

| Gross margin | | | [removed: 60] [added: 60.9] | | % | | | | [removed: 60] [added: 60.0] | | % | | | | [removed: 61] [added: 59.8] | | % |

| Net income attributable to KLA | | | $ | [removed: 2,761,896] [added: 4,061,643] | | | | | $ | [removed: 3,387,277] [added: 2,761,896] | | | | | $ | [removed: 3,321,807] [added: 3,387,277] | |

| Diluted net income per share attributable to KLA | | | $ | [removed: 20.28] [added: 30.37] | | | | | $ | [removed: 24.15] [added: 20.28] | | | | | $ | [removed: 21.92] [added: 24.15] | |

[removed: We] [added: Where applicable, we] base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions.

Management uses [removed: judgments] [added: judgment] in identifying performance obligations, determining the stand-alone selling price (“SSP”) for each distinct performance obligation and allocating consideration from an arrangement to the individual performance obligations based on the SSP.

We [removed: typically] estimate the SSP of products and services based on observable transactions when the products and services are sold on a stand-alone basis and those prices fall within a reasonable range.

Additionally, management also uses judgments to evaluate whether or not the customer has obtained control of the product and [removed: consider] [added: considers] several indicators in evaluating whether or not control has transferred to the customer, which could also impact the timing of revenue recognition, and could have a material effect on our financial position and results of operations.

In connection with the downward revision of financial outlook for our PCB and Display businesses noted above, we recorded impairment losses related to purchased intangible assets of [added: $8.7 million during the second quarter of fiscal 2025 and] $26.4 million during the second quarter of fiscal 2024.

See Note 7 “Goodwill and Purchased Intangible Assets” in the Notes to [removed: the] [added: our] Consolidated Financial Statements for additional information.

We recorded unrecognized tax benefits of [removed: $245.7] [added: $258.6] million and [removed: $213.1] [added: $245.7] million for the years ended June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] respectively.

We recorded [removed: a] [added: tax] valuation [removed: allowance] [added: allowances] of [removed: $289.5] [added: $310.6] million and [removed: $259.2] [added: $289.5] million [removed: for the years ended] [added: as of] June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] respectively, primarily related to California credit carry-forwards.

| | | | Year Ended June 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| (Dollar amounts in thousands) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: FY24] [added: FY25] vs. [removed: FY23] [added: FY24] | | | | | | | | | | | | [removed: FY23] [added: FY24] vs. [removed: FY22] [added: FY23] | | | | | | | | |

| Product | | | $ | [removed: 7,482,679] [added: 9,472,854] | | | | | $ | [removed: 8,379,025] [added: 7,482,679] | | | | | $ | [removed: 7,301,428] [added: 8,379,025] | | | | | $ | [removed: (896,346)] [added: 1,990,175] | | | | | [removed: (11)] [added: 27] | | % | | | | $ | [removed: 1,077,597] [added: (896,346)] | | | | | [removed: 15] [added: (11)] | | % |

| Service | | | [removed: 2,329,568] [added: 2,683,308] | | | | | | [removed: 2,117,031] [added: 2,329,568] | | | | | | [removed: 1,910,455] [added: 2,117,031] | | | | | | [removed: 212,537] [added: 353,740] | | | | | | [removed: 10] [added: 15] | | % | | | | [removed: 206,576] [added: 212,537] | | | | | | [removed: 11] [added: 10] | | % |

| Total revenues | | | $ | [removed: 9,812,247] [added: 12,156,162] | | | | | $ | [removed: 10,496,056] [added: 9,812,247] | | | | | $ | [removed: 9,211,883] [added: 10,496,056] | | | | | $ | [removed: (683,809)] [added: 2,343,915] | | | | | [removed: (7)] [added: 24] | | % | | | | $ | [removed: 1,284,173] [added: (683,809)] | | | | | [removed: 14] [added: (7)] | | % |

| Costs of revenues | | | $ | [removed: 3,928,073] [added: 4,751,867] | | | | | $ | [removed: 4,218,307] [added: 3,928,073] | | | | | $ | [removed: 3,592,441] [added: 4,218,307] | | | | | $ | [removed: (290,234)] [added: 823,794] | | | | | [removed: (7)] [added: 21] | | % | | | | $ | [removed: 625,866] [added: (290,234)] | | | | | [removed: 17] [added: (7)] | | % |

[removed: Product revenues][added: | Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Our product revenues in any particular period are impacted by the amount of new orders [removed: that] we receive during that period and, depending upon the duration of manufacturing and installation cycles, in the preceding periods.

Revenue is also impacted by average customer pricing, customer revenue deferrals associated with volume purchase agreements, the effect of fluctuations in foreign currency exchange [removed: rates and] [added: rates,] increased trade restrictions as discussed in the “Executive Summary” section [removed: above.][added: above and the availability of government incentives for semiconductor capital investments.]

The increase in service revenues by [removed: 10%] [added: 15%] in the fiscal year ended June 30, [removed: 2024] [added: 2025] compared to the prior fiscal year is primarily attributable to [removed: an increase in] [added: the growth of] our installed base.

| Semiconductor Process Control | | | $ | [removed: 8,733,556] [added: 10,947,359] | | | | | $ | [removed: 9,324,190] [added: 8,733,556] | | | | | $ | [removed: 7,924,822] [added: 9,324,190] | | | | | $ | [removed: (590,634)] [added: 2,213,803] | | | | | [removed: (6)] [added: 25] | | % | | | | $ | [removed: 1,399,368] [added: (590,634)] | | | | | [removed: 18] [added: (6)] | | % |

| Specialty Semiconductor Process | | | [removed: 528,701] [added: 587,107] | | | | | | [removed: 543,398] [added: 528,701] | | | | | | [removed: 456,579] [added: 543,398] | | | | | | [removed: (14,697)] [added: 58,406] | | | | | | [removed: (3)] [added: 11] | | % | | | | [removed: 86,819] [added: (14,697)] | | | | | | [removed: 19] [added: (3)] | | % |

| PCB and Component Inspection | | | [removed: 552,491] [added: 621,721] | | | | | | [removed: 631,604] [added: 552,491] | | | | | | [removed: 832,176] [added: 631,604] | | | | | | [removed: (79,113)] [added: 69,230] | | | | | | [removed: (13)] [added: 13] | | % | | | | [removed: (200,572)] [added: (79,113)] | | | | | | [removed: (24)] [added: (13)] | | % |

| Total segment revenues | | | $ | [removed: 9,814,748] [added: 12,156,187] | | | | | $ | [removed: 10,499,192] [added: 9,814,748] | | | | | $ | [removed: 9,213,577] [added: 10,499,192] | | | | | $ | [removed: (684,444)] [added: 2,341,439] | | | | | [removed: (7)] [added: 24] | | % | | | | $ | [removed: 1,285,615] [added: (684,444)] | | | | | [removed: 14] [added: (7)] | | % |

For additional details, refer to Note [removed: 19] [added: 18] “Segment Reporting and Geographic Information” to our Consolidated Financial Statements.

The primary factors impacting the performance of our segment revenues for fiscal year [removed: 2024] [added: 2025] compared to fiscal year [removed: 2023] [added: 2024] are summarized as follows:

- Revenue from our Specialty Semiconductor Process segment, which comprises etching and deposition solutions for advanced packaging and specialty semiconductor markets, [removed: remained relatively flat] [added: increased] in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024 primarily due to increased revenue from our advanced packaging business.]

The following customers each accounted for more than 10% of our total [removed: revenues] [added: revenues,] primarily in our Semiconductor Process Control [removed: segment] [added: segment,] for the indicated periods:

| [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

In addition, our services business has grown consistently each quarter on a year-over-year basis and accounted for approximately 22% of our total revenues in fiscal 2025, due to increases in the installed base of KLA systems.

Our services revenue, which is generated largely from recurring “subscription-like” contracts, increases the value of our contract offerings and extension of system lifetimes resulting from growth in legacy semiconductor markets.

End-market demand drivers that are expected to continue to benefit KLA in the long term include adoption of EUV in HVM for Logic and DRAM memory, which drives new process control requirements and growth in key markets for KLA.

Demand for advanced semiconductor technologies, particularly evident in the 2-nanometer node, which is seeing higher levels of investment and process control intensity, continues to drive investments in AI.

Increasing complexity and value of semiconductor packages, particularly for AI and HPC applications, is also driving significant growth in our advanced packaging business.

The digitization of all industries, including 5G markets, advances in healthcare and industrial applications, together with the increasing adoption of electric vehicles and intelligence in automobiles, are powering leading-edge design node technology investments and capacity expansions.

In the last few years, Commerce has adopted regulations and added certain China-based entities to the U.S. Entity List (a list of parties that are generally ineligible to receive U.S.-regulated items without prior licensing from Commerce), restricting our ability to provide products and services to such entities without an export license.

The inability to obtain export licenses has resulted in a reduction to our backlog and required us to return some deposits received from customers in China for purchase orders, and limited our ability to meet our contractual obligations and sell our products or services to our customers in China.

The percentage of our overall revenue from Chinese customers decreased in fiscal year 2025 compared to fiscal year 2024.

However increased investments in process control to meet leading-edge demand by our customers in Taiwan have contributed to our overall revenue increase in fiscal year 2025 compared to fiscal year 2024.

The recent imposition of tariffs by the U.S. government, along with countermeasures taken by foreign countries, have had an adverse impact on our results of operations, though the impact was not material in fiscal year 2025.

There continues to be uncertainty around the ultimate duration, size and substance of the tariffs, including reciprocal actions against the U.S. by other

countries.

However, despite headwinds from tariffs, our gross margin and overall financial performance improved in fiscal year 2025 compared to fiscal year 2024 due to higher revenue volume on products and services sold and cost management.

We continue to focus on returning cash to our investors, making $2.15 billion in share repurchases and paying $904.6 million in dividends in the year ended June 30, 2025.

We increased the dividend in the fourth quarter of fiscal 2025 to $1.90 per share per quarter, which was our 16th consecutive annual dividend increase.

Refer to the “Liquidity and Capital Resources” section below for more information on our strong cash flow generation and strategy of returning excess cash to our stockholders.

A critical accounting estimate is defined as one that has a material impact on our financial condition and results of operations and requires us to make difficult, complex or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain.

We believe that the following critical accounting policies reflect more significant judgments and estimates used in the preparation of our consolidated financial statements regarding critical accounting estimates.

See Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements for additional information regarding our accounting policies.

The transaction price for our contracts with customers is allocated among the identified performance obligations and consists of both fixed and variable consideration provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved.

Fixed consideration includes amounts to be contractually billed to the customer while variable consideration includes estimates for discounts and credits for future usage.

Although our products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or a material right, depending on the specific terms and conditions of the arrangement.

These

credits and incentives are estimated at contract inception and updated at the end of each reporting period if and when additional information becomes available.

The potential negative impact based on future demand is not practically quantifiable.

A decrease in the future average selling prices would not have a material impact on the estimated net realizable value of finished goods and work in process inventories.

During the second quarter of fiscal 2025, we noted a continued deterioration of the long-term forecast for our PCB business, which is part of our PCB and Component Inspection reportable segment.

We also completed an internal reorganization affecting the composition of reporting units within our Specialty Semiconductor Process and PCB and Component Inspection reportable segments.

These two events triggered goodwill and purchased intangible assets impairment tests, which resulted in a $230.4 million pre-reorganization goodwill impairment charge in the PCB and Component Inspection reportable segment.

The quantitative assessment performed, which utilized a combination of the income and market approaches described above, was particularly sensitive to changes in the underlying estimates and assumptions.

For example, if these estimates and assumptions were adjusted to the extent the fair value of the reporting unit was calculated to be 10% lower, we would have incurred an additional approximately $50 million impairment charge.

Evaluation of tax positions, their technical merits, and measurements using cumulative probability are inherently subjective estimates since they require our assessment of the probability of future outcomes.

| Gross margin | | | 60.9% | | | | | | 60.0% | | | | | | 59.8% | | | | | | 0.9% | | | | | | | | | | | | 0.2% | | | | | | | | |

The increase in total revenues by 24% in the fiscal year ended June 30, 2025 compared to the prior fiscal year is primarily attributable to the increase in our product revenues and is due to increased investments by leading edge foundries driven by the AI infrastructure buildout, strong customer adoption of our advanced packaging portfolio of products and strong demand for many of our products, especially those in our inspection portfolio, partially offset by a decrease of 4% in revenues from our customers in China.

| (Dollar amounts in thousands) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | FY25 vs. FY24 | | | | | | | | | | | | FY24 vs. FY23 | | | | | | | | |

- Revenue from our Semiconductor Process Control segment increased in fiscal 2025 compared to fiscal 2024 primarily due to a resumption of growth in the industry, demonstrated by strong demand for many of our products, especially those in our inspection portfolio, as well as higher service revenue from an increase in our installed base.

- Revenue from our PCB and Component Inspection segment increased in fiscal 2025 as compared to fiscal 2024 primarily due to increased revenue from packaging products related to AI and a settlement received in the second quarter of fiscal 2025 related to cancellation of a technology project by a major Display customer that resulted in our decision to exit the Display business in the third quarter of fiscal 2024.

These increases were partially offset by decreased revenues during the relatively soft market in the first half of fiscal year 2025.

The following is a summary of revenues by major product categories for the indicated periods:

The pervasive and increasing needs for semiconductors in many consumer and industrial products, the rapid proliferation of new applications for more advanced semiconductor devices, and the increasing complexity associated with leading edge semiconductor manufacturing drive demand for our process control and yield management solutions.

Continuing advancement of innovation spurred by the performance, power and price benefits of being at the leading edge, increasing involvement in legacy nodes as semiconductor content increases, and innovation and growth of new enabling technologies are fueling long-term growth for the semiconductor equipment industry.

End-market demand drivers that are expected to continue in the long term are related to high performance computing, AI including 2-nanometer chip technology, the deployment of 5G telecommunications technology and associated high-end mobile devices, the electrification and digitization of the automotive industry, the revival of personal computer demand and associated innovations to support remote work, virtual collaboration, remote learning and entertainment, and the growth of the IoT.

Recently, the semiconductor industry environment has improved as the emergence of disruptive technologies such as AI and continuing advancement of innovation, as well as rising semiconductor content across end-markets and strategic investments in legacy nodes fuel growth.

Our foundry/logic customers are slowly increasing their capital intensity, as they continue to scale and incorporate new technologies.

Additionally, technology development investments supporting AI and high bandwidth memory are improving the environment for memory device manufacturers.

In March 2024, we made the decision to exit the Display business by announcing the end of manufacturing of most Display products by December 31, 2024, but we will continue to provide services to the installed base of Display products for existing customers.

In addition, in October 2022, BIS issued the 2022 BIS Rules, which imposed export licensing requirements for certain U.S. semiconductor and high-performance computing technology (including wafer fab equipment), for the use of such

technology for certain end uses in China, and for the provision of support by U.S. Persons to certain advanced IC fabs located in China.

In particular, the 2022 BIS Rules impose export license requirements effectively on all KLA products and services to customers located in China that fabricate:

a.

Non-planar ICs (e.g., FinFet or GaaFeT) or 14/16nm and below logic ICs;

b.

NAND ICs at 128 layers and above; and

c.

DRAM ICs using a “production” technology node of 18 nanometer half-pitch or less.

KLA is also restricted from providing certain U.S. origin tools, software and technology to certain wafer fab equipment manufacturers located in China, absent an export license.

In October 2023, BIS issued additional rules that went into effect in November 2023.

These 2023 BIS Rules are designed to update export controls on advanced computing semiconductors and semiconductor manufacturing equipment, as well as items that support supercomputing applications and end-uses, to arms embargoed countries, including China.

The 2023 BIS Rules adjust the parameters included in the 2022 BIS Rules that determine whether an advanced computing chip is restricted and impose new measures to address risks of circumvention of the controls established by the 2022 BIS Rules.

The 2023 BIS Rules are very complex and, in January 2024, KLA, among other companies, submitted comments to the BIS on the 2023 BIS Rules.

We are taking appropriate measures to comply with all BIS Rules, and will continue to apply for export licenses, when required, to avoid disruption to our customers’ operations.

While some export licenses have been obtained by us or our customers, there can be no assurance that export licenses applied for by either us or our customers, now or in the future, will be granted.

The possible negative effects on our future business of export licenses not being granted could be material and could disrupt our supply chain and product shipment, and impair our ability to complete product development in a timely manner, or our ability to support existing customers of covered products or supply customers of covered products outside the impacted regions, and may require us to transition certain operations out of one or more of the identified countries.

Failure to obtain export licenses could also result in a substantial reduction to our RPO or require us to return substantial deposits received from customers in China for purchase orders.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

In accordance with SEC guidance, the estimates within our accounting policies that we believe are the most critical to an investor’s understanding of our financial condition and results of operations, including those requiring more complex management judgment, are discussed below.

To determine when to recognize revenue, we

perform the following five steps: (1) identify the contract with customers, (2) identify the performance obligations in the contract, (3) determine the transaction consideration, (4) allocate the transaction consideration to the performance obligations in the contract, and (5) recognize revenue when, or as, a performance obligation is satisfied.

In these instances, we use information such as the size of the customer, geographic region as well as customization of the products in determining the SSP ranges.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gross margin | | | 60% | | | | | | 60% | | | | | | 61% | | | | | | —% | | | | | | | | | | | | (1)% | | | | | | | | |

The decrease in product revenues by 11% in the fiscal year ended June 30, 2024 compared to the prior fiscal year is primarily due to the broad, macro-driven slowdown that has impacted semiconductor demand overall, causing the semiconductor industry to rebalance its supply chain and reduce inventory levels, and memory device manufacturers and foundry/logic customers to reduce their capacity expansion-focused capital expenditure plans.

Service revenues

- Revenue from our Semiconductor Process Control segment decreased in fiscal 2024 compared to fiscal 2023 primarily due to the broad, macro-driven slowdown that has impacted semiconductor demand overall, causing the semiconductor industry to rebalance its supply chain and reduce inventory levels, and memory device manufacturers and foundry/logic customers to reduce their capacity expansion-focused capital expenditure plans.

- Revenue from our PCB and Component Inspection segment decreased in fiscal 2024 as compared to fiscal 2023 primarily due to continued market softening.

Revenues - Top Customers

All of the potential changes noted below are based on sensitivity analyses performed on our financial position as of June 30, [removed: 2024.][added: 2025.]

As of June 30, [removed: 2024,] [added: 2025,] we had an investment portfolio of fixed income securities of [removed: $1.71] [added: $2.05] billion.

If market interest rates were to increase immediately and uniformly by 100 bps from levels as of June 30, [removed: 2024,] [added: 2025,] the fair value of the portfolio would have declined by [removed: $16.1] [added: $21.5] million.

As of June 30, [removed: 2024, the] [added: 2025, our fixed rate Senior Notes had a] fair value and [removed: the] book value of [removed: our Senior Notes] [added: $5.54 billion and $5.88 billion, respectively,] due in various fiscal years ranging from [removed: 2025] [added: 2029] to [removed: 2063 were $6.26 billion and $6.63 billion, respectively.][added: 2063.]

[removed: We have in place] [added: On July 3, 2025, we replaced our Prior Revolving Credit Facility with] a [added: new] Revolving Credit Facility that allows us to borrow up to $1.50 billion, has a maturity date of [removed: June 8, 2027] [added: July 3, 2030] with two one-year extension options, and may be increased by an amount up to [removed: $250.0] [added: $500.0] million in the aggregate.

As of June 30, [removed: 2024,] [added: 2025,] we had no [added: outstanding] borrowings under [removed: the] [added: our Prior] Revolving Credit Facility.

Pursuant to the terms of the [added: Prior] Credit Agreement, we [removed: are] [added: were] also obligated to pay an annual commitment fee on the daily undrawn balance of the Revolving Credit Facility at a rate that ranges from 4.5 bps to 12.5 bps, depending upon our then prevailing credit rating.

As of June 30, [removed: 2024] [added: 2025,] the annual commitment fee was [removed: 6] [added: 5.5] bps.

As of June 30, [removed: 2024,] [added: 2025,] the fair value of our investment in the marketable equity security, which began publicly trading on the Tokyo Stock Exchange on April 5, 2021, was [removed: $25.6] [added: $24.0] million.

Assuming a decline of 50% in market prices, the aggregate value of our investment in the marketable equity security could decrease by approximately [removed: $13] [added: $12] million, based on the value as of June 30, [removed: 2024.][added: 2025.]

See Note 5 “Marketable Securities” to our Consolidated Financial Statements in Part II, Item 8; “Liquidity and Capital Resources” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II Item 7; and “Risk Factors” in Part I Item 1A of this Annual Report on Form 10-K for a description of recent market events that may affect the value of the investments in our portfolio that we held as of June 30, [removed: 2024.][added: 2025.]

As of June 30, [removed: 2024,] [added: 2025,] we had net forward and option contracts to purchase [removed: $254.1] [added: $50.9] million in foreign currency in order to hedge certain currency exposures (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for additional details).

If we had entered into these contracts on June 30, [removed: 2024,] [added: 2025,] the U.S. dollar equivalent would have been [removed: $274.9] [added: $81.8] million.

A 10% adverse move in all currency exchange rates affecting the contracts would decrease the fair value of the contracts by [removed: $124.1] [added: $153.4] million.

*Interest Rate Risk*

Any increase in our commitment fee under our Credit Agreement due to changes in credit ratings would have no material impact on our results of operations or cash flows.

*Marketable Equity Security Risk*

*Foreign Currency Risk*

Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate, which is equal to the applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread ranging from 75 bps to 125 bps, as determined by our credit ratings at the time.

The fair value of the borrowings under the Revolving Credit Facility is subject to interest rate and credit risk due to the timing of the rate resets and changes in the market’s assessment of risk of default, respectively.

Additionally, as of June 30, 2024, if our credit ratings were downgraded to be below investment grade, the maximum potential increase to our annual commitment fee for the Revolving Credit Facility, using the highest range of the ranges discussed above, is estimated to be approximately $1 million.

Our suite of advanced products, coupled with our unique process control software and services, allow us to deliver the solutions our customers need to achieve their technology advancement and [removed: high volume] [added: high-volume] production goals by significantly improving yields, while simultaneously reducing waste, risks and costs.

Within the Semiconductor Process Control segment, our comprehensive portfolio of inspection, metrology and software products, as well as related services, help IC, wafer, reticle/mask and chemical/materials manufacturers achieve target yields throughout the entire fabrication process, from R&D to [removed: high] [added: final] volume production.

Within the Specialty Semiconductor Process segment, we develop and sell advanced vacuum deposition and [removed: etch] [added: etching] process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication semiconductors, and power semiconductors for automotive and industrial applications.

Within the PCB and Component Inspection segment, we [removed: sell products and services that] enable electronic device manufacturers to inspect, test and measure PCBs, IC substrates and packaged ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces.

Downturns in the semiconductor or other industries in which we operate, [removed: or] slowdowns in the worldwide [removed: economy] [added: economy, customer consolidation] as well as [removed: customer consolidation,] [added: recent political and regulatory changes] could have a material adverse effect on our future business and financial results.

The semiconductor capital equipment industry has been experiencing multiple growth drivers bolstered by demand for semiconductors from leading-edge foundry and logic manufacturers to support computational power and connectivity [removed: for markets such as artificial intelligence (“AI”)] and [removed: 5G wireless technology and increasing] [added: continued] investment by our customers in legacy nodes.

[removed: These factors,] [added: The digitization of all industries, including 5G markets and advances in healthcare and industrial applications,] together with the increasing adoption of electric vehicles and intelligence in automobiles, are powering leading-edge design node technology investments and capacity expansions.

Although China is currently seen as an important long-term growth region for the semiconductor capital equipment sector, Commerce has added certain China-based entities to the U.S. Entity List (a list of parties that are generally ineligible to receive U.S. regulated items without prior licensing from [removed: BIS),] [added: Commerce),] restricting our ability to provide products and services to such entities without [removed: a] [added: an export] license.

Our key R&D activities during the fiscal year ended June 30, [removed: 2024] [added: 2025] involved the development of process control and process-enabling solutions for [removed: a broad range of industries including] [added: front end] semiconductors and [removed: PCBs.][added: advanced packaging.]

For the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] the following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment:

| [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| | | | | | | [removed: Samsung Electronics Co., Ltd.] | | | | | | Samsung Electronics Co., Ltd. | | |

In addition to sales and service offices in the U.S., we conduct sales, marketing and services out of subsidiaries or branches in many regions; some of the largest include China, Germany, Israel, Japan, Korea, Singapore, Taiwan and the [removed: United Kingdom.][added: U.K. We believe sales outside the U.S. will continue to be a significant percentage of our total revenues.]

International revenues accounted for approximately [removed: 89%, 88% and 90%] [added: 89%] of our total revenues in [added: both of] the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025] and [removed: 2022, respectively.][added: 2024 and 88% of our total revenues in the fiscal year ended June 30, 2023.]

Additional information regarding our revenues from foreign operations for our last three fiscal years can be found in Note [removed: 19] [added: 18] “Segment Reporting and Geographic Information” to our Consolidated Financial Statements.

[removed: International sales and operations may be adversely affected by the imposition of governmental controls, restrictions on] export technology, political instability, trade restrictions, changes in tariffs and the difficulties associated with staffing and managing international operations.

We provide advanced process control and process-enabling [added: solutions for manufacturing wafers, reticles, ICs, packaging, PCBs and IC substrates.]

In March 2024, we made the decision to exit our business of manufacturing flat and flexible panel displays (“Display”) by announcing the end of manufacturing of most Display [removed: products by December 31, 2024,] [added: products,] but we will continue to provide services to the installed base of Display products for existing customers.

Our products and services for chip, wafer, reticle, packaging, solar, hard disk drive, original equipment manufacturer [removed: (“OEM”)] and chemical/materials manufacturing are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable product yields and improve their overall profitability.

| | | | Chip Manufacturing: Defect Inspection and Review Inspection and review tools are used to identify, locate, characterize, review, and analyze defects on various surfaces of patterned and unpatterned wafers. | | | 39xx Series, 29xx Series, C30x Series, [removed: eSL10™,] [added: eSi50™,] Voyager® Series, 8 Series, Puma™ Series, [added: Micro-SR™,] CIRCL™ Series, [added: Castor™,] Surfscan® Series, [removed: Surfscan® SP Ax] [added: eDR7380™] Series, [removed: eDR®] [added: eDRX™] Series. | | |

| | | | Wafer Manufacturing: Defect Inspection and Review, Metrology, and In Situ Process Management Wafer defect inspection, review and metrology systems are used to help wafer/substrate manufacturers manage quality throughout the wafer fabrication process by detecting defects, characterizing surface quality and assessing wafer geometry. | | | Surfscan® Series, [removed: Surfscan® SP Ax] [added: eDR7380™] Series, [removed: eDR®] [added: eDRX™] Series, WaferSight™ Series, MicroSense® wafer geometry product family, SensArray® product family, Candela® [removed: Series, QualiSurf®] Series. | | |

| | | | Packaging Manufacturing: Wafer Inspection and Metrology, Chemistry Process Control, In Situ Process Management Wafer inspection and metrology systems for advanced wafer-level packaging help packaging manufacturers detect, resolve and monitor excursions to provide greater control of quality for improved device performance. Chemistry process monitoring systems analyze and monitor wet chemicals used in wafer-level packaging (WLP), panel-level packaging (PLP), and IC substrates. | | | Kronos™ Series, [added: Micro-SR™,] CIRCL™-AP, irArcher® Series, PWG5™ with XT Option, [added: eDR7380™,] QualiSurf® Series, [added: Quali-Line® Prima®,] Quali-Fill® Libra® Series, QualiLab Elite® Series, [removed: Quali-Dose®,] SensArray® product family. | | |

| | | | KLA Pro Systems: Certified and Remanufactured Products Inspection and metrology systems support [added: the] manufacture of larger design node chips and ≤200mm wafer manufacturing. | | | Surfscan® Series, 2835, [removed: 2367,] [added: 2367 Pro,] ASET-F5x Pro, Archer™ Series. | | |

| | | | General Purpose/Lab Application Specialty Semiconductor Manufacturing, Benchtop Metrology, Surface Characterization, Material Strength Characterization and Electrical Property Measurement. | | | [removed: Candela® Series,] HRP® -260, Zeta™ Series, Tencor® P Series, Nano Indenter® [removed: Series,] [added: G200X,] Alpha-Step® Series, Filmetrics® F Series, Filmetrics® R Series, iMicro, iNano®, Filmetrics® Profilm3D® Series, [removed: T150 UTM, NanoFlip, InSEM® HT.] [added: NanoFlip.] | | |

| | | | Specialty Semiconductor Manufacturing Etch, plasma dicing, deposition and other wafer processing technologies and solutions for the semiconductor and microelectronics industry. | | | SPTS Omega® Series, SPTS Sigma® Series, SPTS Delta™ Series, [added: SPTS Osprey® Series,] Primaxx® Series, Xactix® Series, SPTS Mosaic™ Series, MVD Series. | | |

The PCB and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, IC [removed: substrates, flat panel displays (“FPD”)] [added: substrates] and packaged ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces.

| | | | PCB Direct imaging, inspection, optical shaping, inkjet and additive [removed: printing, UV laser drilling] [added: printing] as well as computer-aided manufacturing and engineering solutions for the PCB and IC substrate market. | | | [added: Serena™,] Orbotech Corus™ Series, Orbotech Infinitum™ Series, Orbotech Nuvogo™ Fine/ Nuvogo™ Series, Orbotech Diamond™ Series, [added: Lumina™,] Orbotech Ultra Dimension™ Series, Orbotech Ultra Fusion™/ Fusion™ Series, Orbotech Discovery™ II Series, Orbotech Precise™ Series, Orbotech Ultra PerFix™/ PerFix™ Series, Orbotech Neos™ Series, Orbotech Sprint™ Series, Orbotech Magna™ Series, [removed: Orbotech Jetext™ Series, Orbotech Apeiron™ Series,] Frontline product family. | | |

Whether a manufacturing site is producing wafers, reticles, [removed: ICs, FPD] [added: ICs] or PCB products, our highly trained service teams collaborate with customers to determine the best products and services to meet technology and business requirements.

We expect to recognize approximately [removed: 59%] [added: 71%] to [removed: 64%] [added: 76%] of [removed: these performance obligations] [added: this amount] as revenue in the next 12 months, [removed: 29%] [added: 20%] to [removed: 34%] [added: 25%] in the subsequent 12 months and the remainder thereafter, but this estimate is subject to constant change.

The [added: amount of backlog and] timing of revenue recognition [removed: of our RPO] is [removed: evaluated quarterly and is largely] driven by multiple variables, many of which are beyond our control, such as: [added: changes in government regulations,] the readiness of customer fabs, end market needs for capacity, changes in the estimated versus actual start time of customers’ projects, timing of delivery and installation [removed: dates,] [added: dates and] supply chain [removed: constraints and changes in regulations.][added: constraints.]

Our principal manufacturing activities occur in the U.S., Singapore, Israel, Germany, [removed: United Kingdom,] [added: U. K.,] Italy and China.

To remain competitive, we use significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest [added: significantly] in product R&D.

In addition, from time to [removed: time] [added: time,] we acquire license rights under U.S. and foreign patents and other proprietary rights of third parties, and we attempt to protect our trade secrets and other proprietary information through confidentiality and other agreements with our customers, suppliers, employees and consultants, and through other security measures.

For information about risks related to government regulations, see [removed: “Backlog — Export restrictions” above and] Item 1A “Risk Factors” in this Annual Report on Form 10-K.

Our ESG initiatives are another way KLA seeks to deliver long-term value for our stockholders and [removed: exemplify] [added: draw on] our core values.

[removed: *Advancing Stewardship:*] We work across our global footprint to shape a more sustainable [removed: future.][added: future in collaboration with our customers and suppliers.]

Our [removed: goals] [added: targets] include using 100% renewable electricity across our global operations by 2030, reducing our Scope 1 and 2 emissions [removed: from our 2021 baseline] by 50% by 2030 and achieving net zero Scope 1 and 2 emissions by 2050.

Our company-wide Environmental Management Policy [removed: establishes a commitment to] [added: underscores] complying with applicable environmental laws and standards across company locations globally.

In 2023, we established a global waste and water policy to guide our efforts in [added: these spaces as well.]

KLA [removed: is committed to] [added: recognizes the importance of] protecting and respecting our environment and energy resources throughout our operations for future generations, and follows the recommendations of the Task Force on Climate-Related Financial Disclosures, transparently reporting climate-related governance, strategy, risk management, metrics and targets to our stakeholders.

Our services business, which accounted for approximately 22% of our revenue in fiscal 2025, increases the value of our contract offerings and promotes the extension of system lifetimes.

Adoption of EUV in high volume manufacturing (“HVM”) for Logic and DRAM memory is driving new process control requirements and growth in key markets for KLA.

Demand for advanced semiconductor technologies, particularly evident in the 2-nanometer node, which is seeing higher levels of investment and process control intensity, continues to drive investments in AI.

Increasing complexity and value of semiconductor packages, particularly for AI and High-performance computing (“HPC”) applications, is also driving significant growth in the advanced packaging business.

Our primary R&D centers are located in the U.S., United Kingdom (“U.K.”), India, China, Singapore and Israel.

Our business depends on capital expenditures from these manufacturers which, in turn, depend on many factors including general economic conditions, anticipated market demand, evolving government regulations and capacity constraints.

International sales and operations may be adversely affected by the imposition of governmental controls, restrictions on

Our backlog, primarily consisting of sales orders where written customer requests have been received, decreased from $9.83 billion as of June 30, 2024, to $7.86 billion as of June 30, 2025, as many of our capacity constrained suppliers made new investments to meet our growing needs, enabling us to deliver products more quickly than in the pandemic and early post-pandemic periods.

Lead-time expectations, particularly from our largest customers, reverted to historical levels from the elevated lead times driven by the post-pandemic induced supply chain disruptions, and demands from a large number of new fabs in Asia normalized following multiple years of strong deliveries.

Our backlog on any particular date does not provide meaningful information about the timing of future revenue recognition.

Our ability to compete in this area depends upon the continuation of favorable trading relationships between countries in the region and the U.S., and our continuing ability to maintain satisfactory relationships with leading semiconductor companies in the region.

As of June 30, 2025, we owned over 8,500 active patents in the U.S. and other countries and had over 3,500 U.S. and foreign patent applications pending.

Our patents have various terms expiring through 2044.

Compliance with these laws and regulations does not presently have a material effect on our capital expenditures, financial condition, results of operations or competitive position.

The recent imposition of tariffs by the U.S. government (“U.S. Tariffs”), along with countermeasures taken by foreign countries, have had an adverse impact on our results of operations, although the impact was not material in fiscal year 2025.

There is uncertainty around the ultimate duration, size and substance of the tariffs, including reciprocal actions against the U.S. by other countries.

As part of our drive to be better, we have science-based targets to reduce emissions which were validated in 2024 by the Science Based Target Initiative (“SBTi”).

These targets covering Scope 1 and 2 emissions utilize a 2021 baseline.

In January 2025, we entered into a long-term virtual power purchase agreement to purchase a portion of the output generated from a solar energy project for a fixed price.

As part of this agreement, we will also receive renewable energy credits commensurate with the power we acquire.

These credits allow us to characterize a commensurate portion of our energy usage as deriving from renewable energy, helping to reduce our Scope 2 greenhouse gas (“GHG”) emissions, and accelerating the progress towards our targets mentioned above.

This agreement had no material impact on our results of operations, financial condition or cash flows during the year ended June 30, 2025.

We understand that sustainability is a shared endeavor across the value chain and broader economy.

Beginning in 2023, KLA engages directly with key supply chain partners (as defined by their share of our purchased goods and services emissions) to reduce their contribution to our Scope 3 footprint, align on common goals and enhance overall transparency.

Our

2024 Global Impact Report is expected to be published in the first quarter of fiscal 2026 and, for the avoidance of doubt, is also not incorporated by reference into this filing.

We believe it is critical to anticipate, attract, grow and inspire talent that exhibits our core values.

We conduct an annual compensation review to ensure our total compensation is competitive and fair relative to our peers and internal standards.

In addition to providing our employees with competitive compensation packages, we provide a range of benefits to support employee well-being.

*Inclusion for All*

We believe inclusion is everybody’s job, and that making it a reality requires not just policies but also conscious, considerate individual actions, multiplied daily across the organization.

Through our ongoing Inclusion for All initiative, we aim to create a sense of belonging that weaves throughout KLA, embracing each individual’s backgrounds and experiences, celebrating everyone’s perspectives and knitting together teams that drive corporate and personal success.

Our employees have access to a wide range of programs, workshops,

Specific industry and technical terms used in this section are defined in the subsection entitled “Glossary,” found at the end of this Item 1.

The growth of virtual engagement and the pace of digitization has been driven by COVID-19 related travel restrictions, work from home activities, and advances in healthcare and industrial applications.

Intertwined in these areas, spurred by the requirements of AI, is the growth in demand for memory chips.

Refer to “Backlog” section below for information regarding export licenses now required for certain products and services sold to China.

We believe sales outside the U.S. will continue to be a significant percentage of our total revenues.

solutions for manufacturing wafers, reticles, ICs, packaging, PCBs, IC substrates and flat and flexible panel displays.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Display Inspection and electrical testing systems to identify and classify defects, as well as systems to repair defects for the display market. | | | Castor™, Orbotech Sirius™ Series, Orbotech Flare™ Series, Orbotech Array Checker™ Series, Orbotech Ignite™ Series, Orbotech Prism™ Series, Orbotech OASIS™. | | |

Our backlog, which represents our remaining performance obligation (“RPO”) to deliver products and services, totaled $9.83 billion and $11.40 billion as of June 30, 2024 and 2023, respectively, and primarily consists of sales orders where written customer requests have been received.

The estimated amount and timing of revenue recognition are also dependent on the following:

Macro-economic factors and the effect on customer behavior: Our customers are currently purchasing equipment from us with lead times that are longer than our historical experience.

Export restrictions: Commerce and BIS have mandated the following BIS Rules in October 2022 and October 2023:

- Requiring an export license from BIS for sale of anything to an entity on the U.S. Entity List of China-based entities, which is a list of parties that are generally ineligible to receive U.S.-regulated products and services without prior licensing, as well as for the use of certain semiconductor capital equipment based on U.S. technology to manufacture products connected to certain entities on the U.S. Entity List.

- Requiring an export license for sales to China-based customers that are military end users or engaged in military end uses, and for certain U.S. semiconductor and high-performance computing technology (including wafer fab equipment), for the use of such technology for certain end uses in China, and for the provision of support by U.S. persons to certain advanced IC fabs located in China.

We are taking appropriate measures to comply with these regulations and are applying for export licenses, when required, although there can be no assurance that export licenses will be granted.

The possible negative effects on our future business of export licenses not being granted could be material and could result in a substantial reduction to our RPO or require us to return substantial deposits received from customers in China for purchase orders previously placed.

Acquisitions

We continuously evaluate strategic acquisitions and alliances to expand our technologies, product offerings and distribution capabilities.

Acquisitions involve numerous risks, including management issues and costs in connection with integration of the operations, technologies and products of the acquired companies, and the potential loss of key employees of the acquired companies.

The inability to manage these risks effectively could negatively impact our operating results and financial condition.

For more information on our core values, refer to the “Human Capital Management” section of this Item 1.

We have an ESG Steering Committee composed of global leaders within the organization that implements and executes our ESG strategy under the oversight of the KLA executive team and the Board of Directors.

Training and awareness are central to the strategy’s success.

As part of its responsibilities, the steering committee partners with policy owners to promote KLA's ESG goals within all KLA policies, such as our Standards of Business Conduct.

Our ESG strategy is organized into four pillars based on the areas where we believe we have the greatest opportunities to make positive impacts:

*Advancing Innovation*: As a technological innovator, we seek to deliver solutions for our customers to increase production yields, reduce waste, and meet their own profitability and sustainability goals.

Refer to “Research and Development” and “Patents and Other Proprietary Rights” of this Item 1 for more information on our efforts for advancing innovation.

In addition to legal protections as already discussed above, we also work to protect our operations by significantly focusing on cybersecurity.

We have developed and implemented a cybersecurity risk management process intended to protect the confidentiality, integrity and availability of our critical systems and information.

For more information on our cybersecurity efforts, initiatives and governance, refer to Item 1C “Cybersecurity” in this Annual Report on Form 10-K.

As part of our drive to be better, we have established environmental sustainability goals.

In 2023, we announced that we are submitting our climate goals, including a goal for Scope 3 emissions reductions, to the Science Based Target Initiative (SBTi) for validation, which was recently received.

these spaces as well.

*Advancing Opportunity*: Our goal is to work together to harness the untapped human potential of a more just and inclusive world.

Refer to the “Human Capital Management” and “Manufacturing, Raw Materials and Supplies” sections of this Item 1 for information on our inclusion, human rights, health and safety initiatives.

*Advancing Leadership*: We aim to empower today’s as well as tomorrow’s leaders by infusing our values into everything we do.

Refer to the “Human Capital Management” and “Government Regulations” sections of this Item 1 for examples of our employee-centric culture and our commitment to operating our business responsibly in compliance with regulations and best practices worldwide.

Our 2023 Global Impact Report is expected to be published in the first quarter of fiscal 2025.

We believe it is critical to attract, motivate and retain a dedicated, talented, and innovative team of employees who exhibit our core values.

| | | | For the fiscal year ended | | | June 30, [removed: 2024] [added: 2025] | | |

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based upon the closing price of the registrant’s stock, as of December 31, [removed: 2023,] [added: 2024,] was approximately [removed: $78.54] [added: $83.7] billion.

The registrant had [removed: 134,425,022] [added: 131,961,370] shares of common stock outstanding as of July [removed: 22, 2024.][added: 21, 2025.]

Portions of the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (“Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended June 30, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this report.

| | | | | | | [Special Note Regarding Forward-Looking [removed: Statements](#i36a35c07919f42079eb525a0cac45367_10)] [added: Statements](#iefb2f17466654e7da0e5cf1f54b3bd00_10)] | | | [removed: [ii](#i36a35c07919f42079eb525a0cac45367_10)] [added: [ii](#iefb2f17466654e7da0e5cf1f54b3bd00_10)] | | |

| Item 1. | | | | | | [removed: [Business](#i36a35c07919f42079eb525a0cac45367_16)] [added: [Business](#iefb2f17466654e7da0e5cf1f54b3bd00_16)] | | | [removed: [1](#i36a35c07919f42079eb525a0cac45367_16)] [added: [1](#iefb2f17466654e7da0e5cf1f54b3bd00_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i36a35c07919f42079eb525a0cac45367_19)] [added: Factors](#iefb2f17466654e7da0e5cf1f54b3bd00_19)] | | | [removed: [14](#i36a35c07919f42079eb525a0cac45367_19)] [added: [10](#iefb2f17466654e7da0e5cf1f54b3bd00_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i36a35c07919f42079eb525a0cac45367_22)] [added: Comments](#iefb2f17466654e7da0e5cf1f54b3bd00_22)] | | | [removed: [35](#i36a35c07919f42079eb525a0cac45367_22)] [added: [32](#iefb2f17466654e7da0e5cf1f54b3bd00_22)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i36a35c07919f42079eb525a0cac45367_1832)] [added: [Cybersecurity](#iefb2f17466654e7da0e5cf1f54b3bd00_25)] | | | [removed: [35](#i36a35c07919f42079eb525a0cac45367_1832)] [added: [32](#iefb2f17466654e7da0e5cf1f54b3bd00_25)] | | |

| Item 2. | | | | | | [removed: [Properties](#i36a35c07919f42079eb525a0cac45367_25)] [added: [Properties](#iefb2f17466654e7da0e5cf1f54b3bd00_28)] | | | [removed: [36](#i36a35c07919f42079eb525a0cac45367_25)] [added: [33](#iefb2f17466654e7da0e5cf1f54b3bd00_28)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i36a35c07919f42079eb525a0cac45367_28)] [added: Proceedings](#iefb2f17466654e7da0e5cf1f54b3bd00_31)] | | | [removed: [36](#i36a35c07919f42079eb525a0cac45367_28)] [added: [33](#iefb2f17466654e7da0e5cf1f54b3bd00_31)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i36a35c07919f42079eb525a0cac45367_31)] [added: Disclosures](#iefb2f17466654e7da0e5cf1f54b3bd00_34)] | | | [removed: [36](#i36a35c07919f42079eb525a0cac45367_31)] [added: [33](#iefb2f17466654e7da0e5cf1f54b3bd00_34)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i36a35c07919f42079eb525a0cac45367_37)] [added: Securities](#iefb2f17466654e7da0e5cf1f54b3bd00_40)] | | | [removed: [37](#i36a35c07919f42079eb525a0cac45367_37)] [added: [33](#iefb2f17466654e7da0e5cf1f54b3bd00_40)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i36a35c07919f42079eb525a0cac45367_40)] [added: [\[Reserved\]](#iefb2f17466654e7da0e5cf1f54b3bd00_43)] | | | [removed: [38](#i36a35c07919f42079eb525a0cac45367_40)] [added: [35](#iefb2f17466654e7da0e5cf1f54b3bd00_43)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36a35c07919f42079eb525a0cac45367_43)] [added: Operations](#iefb2f17466654e7da0e5cf1f54b3bd00_46)] | | | [removed: [38](#i36a35c07919f42079eb525a0cac45367_43)] [added: [35](#iefb2f17466654e7da0e5cf1f54b3bd00_46)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i36a35c07919f42079eb525a0cac45367_85)] [added: Risk](#iefb2f17466654e7da0e5cf1f54b3bd00_88)] | | | [removed: [52](#i36a35c07919f42079eb525a0cac45367_85)] [added: [48](#iefb2f17466654e7da0e5cf1f54b3bd00_88)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i36a35c07919f42079eb525a0cac45367_88)] [added: Data](#iefb2f17466654e7da0e5cf1f54b3bd00_91)] | | | [removed: [53](#i36a35c07919f42079eb525a0cac45367_88)] [added: [49](#iefb2f17466654e7da0e5cf1f54b3bd00_91)] | | |

| | | | | | | [Consolidated Balance Sheets as [removed: of](#i36a35c07919f42079eb525a0cac45367_91)] [added: of](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] June 30, [added: 2025 [and](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] 2024 [removed: [and](#i36a35c07919f42079eb525a0cac45367_91) 2023] | | | [removed: [54](#i36a35c07919f42079eb525a0cac45367_91)] [added: [50](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] | | |

| | | | | | | [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_94)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] June 30, [removed: 2024] [added: 2025] | | | [removed: [55](#i36a35c07919f42079eb525a0cac45367_94)] [added: [51](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_97)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] June 30, [removed: 2024] [added: 2025] | | | [removed: [56](#i36a35c07919f42079eb525a0cac45367_97)] [added: [52](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_100) [](#i36a35c07919f42079eb525a0cac45367_100)June] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_103) [](#iefb2f17466654e7da0e5cf1f54b3bd00_103)June] 30, [removed: 2024] [added: 2025] | | | [removed: [57](#i36a35c07919f42079eb525a0cac45367_100)] [added: [53](#iefb2f17466654e7da0e5cf1f54b3bd00_103)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_103)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] June 30, [removed: 2024] [added: 2025] | | | [removed: [58](#i36a35c07919f42079eb525a0cac45367_103)] [added: [54](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i36a35c07919f42079eb525a0cac45367_106)] [added: Statements](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | | [removed: [59](#i36a35c07919f42079eb525a0cac45367_106)] [added: [55](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i36a35c07919f42079eb525a0cac45367_184)] [added: Firm](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] | | | [removed: [102](#i36a35c07919f42079eb525a0cac45367_184)] [added: [95](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i36a35c07919f42079eb525a0cac45367_190)] [added: Disclosure](#iefb2f17466654e7da0e5cf1f54b3bd00_193)] | | | [removed: [104](#i36a35c07919f42079eb525a0cac45367_190)] [added: [97](#iefb2f17466654e7da0e5cf1f54b3bd00_193)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i36a35c07919f42079eb525a0cac45367_193)] [added: Procedures](#iefb2f17466654e7da0e5cf1f54b3bd00_196)] | | | [removed: [104](#i36a35c07919f42079eb525a0cac45367_193)] [added: [97](#iefb2f17466654e7da0e5cf1f54b3bd00_196)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i36a35c07919f42079eb525a0cac45367_196)] [added: Information](#iefb2f17466654e7da0e5cf1f54b3bd00_199)] | | | [removed: [105](#i36a35c07919f42079eb525a0cac45367_196)] [added: [98](#iefb2f17466654e7da0e5cf1f54b3bd00_199)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i36a35c07919f42079eb525a0cac45367_199)] [added: Inspections](#iefb2f17466654e7da0e5cf1f54b3bd00_205)] | | | [removed: [105](#i36a35c07919f42079eb525a0cac45367_196)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_205)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i36a35c07919f42079eb525a0cac45367_205)] [added: Governance](#iefb2f17466654e7da0e5cf1f54b3bd00_211)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_205)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_211)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i36a35c07919f42079eb525a0cac45367_208)] [added: Compensation](#iefb2f17466654e7da0e5cf1f54b3bd00_214)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_208)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_214)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36a35c07919f42079eb525a0cac45367_211)] [added: Matters](#iefb2f17466654e7da0e5cf1f54b3bd00_217)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_211)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_217)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i36a35c07919f42079eb525a0cac45367_214)] [added: Independence](#iefb2f17466654e7da0e5cf1f54b3bd00_220)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_214)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_220)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i36a35c07919f42079eb525a0cac45367_217)] [added: Services](#iefb2f17466654e7da0e5cf1f54b3bd00_223)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_217)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_223)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i36a35c07919f42079eb525a0cac45367_223)] [added: Schedules](#iefb2f17466654e7da0e5cf1f54b3bd00_229)] | | | [removed: [106](#i36a35c07919f42079eb525a0cac45367_223)] [added: [99](#iefb2f17466654e7da0e5cf1f54b3bd00_229)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i36a35c07919f42079eb525a0cac45367_229)] [added: Summary](#iefb2f17466654e7da0e5cf1f54b3bd00_235)] | | | [removed: [109](#i36a35c07919f42079eb525a0cac45367_229)] [added: [102](#iefb2f17466654e7da0e5cf1f54b3bd00_235)] | | |

You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “relies,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continues,” “thinks,” “seeks,” [added: “commits,”] or the negative of such terms, or other comparable terminology.

Such forward-looking statements include those regarding, among others: [added: the impact of tariffs on our business;] forecasts of the future results of our operations, including profitability; orders for our products and capital equipment generally; sales of semiconductors; the investments by our customers in advanced technologies and new materials; growth of revenue in the semiconductor industry, the semiconductor capital equipment industry and our business; technological trends in the semiconductor industry; future developments or trends in the global capital and financial markets; our future product offerings and product features; the success and market acceptance of new products; timing of shipment of order backlog; our future product shipments and product and service revenues; our future gross margins; our future research and development (“R&D”) expenses and selling, general and administrative (“SG&A”) expenses; international sales and operations; our ability to maintain or improve our existing competitive position; success of our product offerings; creation and funding of programs for R&D; results of our investment in leading edge technologies; the effects of hedging transactions; the effect of the sale of trade receivables and promissory notes from customers; the effect of future compliance with laws and regulations; our future effective income tax rate; our recognition of tax benefits; the effects of any audits or litigation; future payments of dividends to our stockholders; the completion of any acquisitions of third parties, or the technology or assets thereof; benefits received from any acquisitions and development of acquired technologies; sufficiency of our existing cash balance, investments, cash generated from operations and the unfunded portion of our Revolving Credit Facility (as defined below in Item 1A “Risk Factors”) to meet our operating and working capital requirements, including debt service and payment thereof; future dividends, and stock repurchases; our compliance with the financial covenants under the Credit Agreement (as defined below in Item 1A “Risk Factors”) for our Revolving Credit Facility; the adoption of new accounting pronouncements; our repayment of our outstanding indebtedness; and our environmental, social and governance (“ESG”) related targets, goals and commitments.*

[removed: *•Increasing] [added: *•Differing stakeholder expectations, requirements and] attention to ESG matters and the resulting costs, risks and impact on our business;*

*•Unexpected delays, difficulties and expenses in executing against our environmental, climate, [removed: diversity and inclusion] or other ESG [removed: target,] [added: targets,] goals and commitments;*

*•Climate change, earthquake, flood or other natural catastrophic events, public health crises [removed: such as the COVID-19 pandemic] or terrorism and the adverse impact on our business operations;*

| | | | | | | [Schedule II Valuation and Qualifying Accounts for the three years in the period ended June 30, 2025](#iefb2f17466654e7da0e5cf1f54b3bd00_190) | | | [97](#iefb2f17466654e7da0e5cf1f54b3bd00_190) | | |

| | | | | | | [Signatures](#iefb2f17466654e7da0e5cf1f54b3bd00_238) | | | [103](#iefb2f17466654e7da0e5cf1f54b3bd00_238) | | |

*•Tariffs and other trade restrictions;*

*•Risks related to acquisitions, integrations, strategic alliances or collaborative arrangements;*

| | | | | | | [Schedule II Valuation and Qualifying Accounts](#i36a35c07919f42079eb525a0cac45367_187) | | | [104](#i36a35c07919f42079eb525a0cac45367_187) | | |

| | | | | | | [Signatures](#i36a35c07919f42079eb525a0cac45367_232) | | | [110](#i36a35c07919f42079eb525a0cac45367_232) | | |

*•Our ability to identify suitable acquisition targets and successfully integrate and manage acquired businesses;*

As of June 30, [removed: 2024,] [added: 2025,] we owned or leased a total of [removed: approximately 5] [added: 7.1] million square feet of space for research, engineering, marketing, service, sales and administration worldwide primarily in the U.S., [added: Germany, U. K.,] Singapore, Israel, [removed: India, China,] and [removed: Belgium.][added: India.]

Information regarding our principal properties as of June 30, [removed: 2024] [added: 2025] is set forth below:

| (Square Feet) | | | [removed: US] [added: U.S.] | | | | | | Other Countries | | | | | | Total | | |

| Owned(1) | | | 1,134,127 | | | | | | 3,147,113 | | | | | | 4,281,240 | | |

| Leased | | | 555,043 | | | | | | 2,292,335 | | | | | | 2,847,378 | | |

| Total | | | 1,689,170 | | | | | | 5,439,448 | | | | | | 7,128,618 | | |

| Owned(1) | | | 1,134,127 | | | | | | 1,086,070 | | | | | | 2,220,197 | | |

| Leased | | | 612,631 | | | | | | 2,523,446 | | | | | | 3,136,077 | | |

| Total | | | 1,746,758 | | | | | | 3,609,516 | | | | | | 5,356,274 | | |

On August [removed: 1, 2024,] [added: 7, 2025,] we announced that our Board of Directors had declared a quarterly cash dividend of [removed: $1.45] [added: $1.90] per share to be paid on September 3, [removed: 2024] [added: 2025] to stockholders of record as of the close of business on August [removed: 15, 2024.][added: 18, 2025.]

As of July [removed: 22, 2024,] [added: 21, 2025,] there were [removed: 413] [added: 405] holders of record of our common stock.

The following is a summary of stock repurchases for each month during the fourth quarter of the fiscal year ended June 30, [removed: 2024.][added: 2025.]

| Period | | | Total Number [removed: of Shares Purchased(1)] [added: of Shares Purchased(1)] | | | | | | Average Price Paid(3) per Share | | | | | | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs(1) | | | | | | Approximate Dollar Value [added: of Shares] that May Yet Be Purchased Under the Plans or Programs(1)(2) | | |

(1)Our Board of Directors has authorized a program that permits us to repurchase our common stock, including a [removed: $2.00] [added: $5.00] billion increase approved by the Board in the [removed: first] [added: fourth] quarter of fiscal [removed: 2024.][added: 2025.]

As of June 30, [removed: 2024, approximately $2.18] [added: 2025, $5.03] billion remained available for repurchases under our repurchase program.

The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) from June 30, [removed: 2019] [added: 2020] to June 30, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | June [removed: 2019] [added: 2020] | | | | | | June [removed: 2020] [added: 2021] | | | | | | June [removed: 2021] [added: 2022] | | | | | | June [removed: 2022] [added: 2023] | | | | | | June [removed: 2023] [added: 2024] | | | | | | June [removed: 2024] [added: 2025] | | |

| April 1, 2025 to April 30, 2025 | | | 169,783 | | | | | | $ | 643.29 | | | | | 169,783 | | | | | | $ | 5,347,461,929 | |

| May 1, 2025 to May 31, 2025 | | | 272,564 | | | | | | $ | 732.50 | | | | | 272,564 | | | | | | $ | 5,147,809,123 | |

| June 1, 2025 to June 30, 2025 | | | 134,467 | | | | | | $ | 867.44 | | | | | 134,467 | | | | | | $ | 5,031,167,586 | |

| Total | | | 576,814 | | | | | | | | | | | | 576,814 | | | | | | | | |

| KLA Corporation | | | $100.00 | | | | | | $169.01 | | | | | | $168.30 | | | | | | $259.29 | | | | | | $444.99 | | | | | | $487.89 | | |

| S&P 500 | | | $100.00 | | | | | | $140.79 | | | | | | $125.85 | | | | | | $150.51 | | | | | | $187.47 | | | | | | $215.89 | | |

| PHLX Semiconductor | | | $100.00 | | | | | | $169.82 | | | | | | $131.43 | | | | | | $191.59 | | | | | | $288.53 | | | | | | $295.18 | | |

| April 1, 2024 to April 30, 2024 | | | 247,051 | | | | | | $ | 674.14 | | | | | 247,051 | | | | | | $ | 2,478,282,516 | |

| May 1, 2024 to May 31, 2024 | | | 223,638 | | | | | | $ | 728.15 | | | | | 223,638 | | | | | | $ | 2,315,441,164 | |

| June 1, 2024 to June 30, 2024 | | | 168,498 | | | | | | $ | 802.35 | | | | | 168,498 | | | | | | $ | 2,180,246,686 | |

| Total | | | 639,187 | | | | | | | | | | | | 639,187 | | | | | | | | |

| KLA Corporation | | | $100.00 | | | | | | $167.96 | | | | | | $283.88 | | | | | | $282.67 | | | | | | $435.50 | | | | | | $747.40 | | |

| S&P 500 | | | $100.00 | | | | | | $107.51 | | | | | | $151.36 | | | | | | $135.29 | | | | | | $161.80 | | | | | | $201.54 | | |

| PHLX Semiconductor | | | $100.00 | | | | | | $139.33 | | | | | | $236.62 | | | | | | $183.13 | | | | | | $266.96 | | | | | | $402.02 | | |

| [Consolidated Balance Sheets as [removed: of](#i36a35c07919f42079eb525a0cac45367_91)] [added: of](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] June 30, [added: 2025 [and](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] 2024 [removed: [and](#i36a35c07919f42079eb525a0cac45367_91) 2023] | | | [removed: [54](#i36a35c07919f42079eb525a0cac45367_91)] [added: [50](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_94)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] June 30, [removed: 2024[](#i36a35c07919f42079eb525a0cac45367_94)] [added: 2025[](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] | | | [removed: [55](#i36a35c07919f42079eb525a0cac45367_94)] [added: [51](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_97)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] June 30, [removed: 2024] [added: 2025] | | | [removed: [56](#i36a35c07919f42079eb525a0cac45367_97)] [added: [52](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_100)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_103)] June 30, [removed: 2024] [added: 2025] | | | [removed: [57](#i36a35c07919f42079eb525a0cac45367_100)] [added: [53](#iefb2f17466654e7da0e5cf1f54b3bd00_103)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_103)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] June 30, [removed: 2024] [added: 2025] | | | [removed: [58](#i36a35c07919f42079eb525a0cac45367_103)] [added: [54](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i36a35c07919f42079eb525a0cac45367_106)] [added: Statements](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | | [removed: [59](#i36a35c07919f42079eb525a0cac45367_106)] [added: [55](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i36a35c07919f42079eb525a0cac45367_184)] [added: Firm](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] (PCAOB ID 238) | | | [removed: [102](#i36a35c07919f42079eb525a0cac45367_184)] [added: [95](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] | | |

| (In thousands, except par value) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | | | | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | [removed: $] | 1,977,129 | | | | | [removed: $] | 1,927,865 | | [added: | | | | 1,584,908 | | |]

| Marketable securities | | | [removed: 2,526,866] [added: 2,415,715] | | | | | | [removed: 1,315,294] [added: 2,526,866] | | |

| Accounts receivable, net | | | [added: $ | 2,263,915 | | | | | $ |] 1,833,041 | | | | | [added: $] | 1,753,361 | | | [added: | | $ | 430,874 | | | | | 24 | | % | | | | $ | 79,680 | | | | | 5 | | % |]

| Inventories | | | [removed: 3,034,781] [added: 3,212,149] | | | | | | [removed: 2,876,784] [added: 3,034,781] | | |

| Other current assets | | | [removed: 659,327] [added: 728,102] | | | | | | [removed: 498,728] [added: 659,327] | | |

| Total current assets | | | [removed: 10,031,144] [added: 10,698,789] | | | | | | [removed: 8,372,032] [added: 10,031,144] | | |

| Land, property and equipment, net | | | [removed: 1,109,968] [added: 1,252,775] | | | | | | [removed: 1,031,841] [added: 1,109,968] | | |

| Goodwill, net | | | [removed: 2,015,726] [added: 1,792,193] | | | | | | [removed: 2,278,820] [added: 2,015,726] | | |

| Deferred income taxes | | | [removed: 915,241] [added: 1,105,770] | | | | | | [removed: 816,899] [added: 915,241] | | |

| Purchased intangible assets, net | | | [removed: 668,764] [added: 444,785] | | | | | | [removed: 935,303] [added: 668,764] | | |

| Other non-current assets | | | [removed: 692,723] [added: 773,614] | | | | | | [removed: 637,462] [added: 692,723] | | |

| Total assets | | | $ | [removed: 15,433,566] [added: 16,067,926] | | | | | $ | [removed: 14,072,357] [added: 15,433,566] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND STOCKHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 359,487] [added: 458,509] | | | | | $ | [removed: 371,026] [added: 359,487] | |

| Deferred system revenue | | | [removed: 985,856] [added: 816,834] | | | | | | [removed: 651,720] [added: 985,856] | | |

| Deferred service revenue | | | [removed: 501,926] [added: 548,011] | | | | | | [removed: 416,606] [added: 501,926] | | |

| Current portion of long-term debt | | | [removed: 749,936] [added: —] | | | | | | [removed: —] [added: 749,936] | | |

| Other current liabilities | | | [removed: 2,063,569] [added: 2,262,441] | | | | | | [removed: 2,303,490] [added: 2,063,569] | | |

| Total current liabilities | | | [removed: 4,660,774] [added: 4,085,795] | | | | | | [removed: 3,742,842] [added: 4,660,774] | | |

| Long-term debt | | | [removed: 5,880,199] [added: 5,884,257] | | | | | | [removed: 5,890,736] [added: 5,880,199] | | |

| Deferred tax liabilities | | | [removed: 486,690] [added: 446,945] | | | | | | [removed: 529,287] [added: 486,690] | | |

| Deferred service revenue | | | [removed: 294,460] [added: 348,844] | | | | | | [removed: 176,681] [added: 294,460] | | |

| Other non-current liabilities | | | [removed: 743,115] [added: 609,632] | | | | | | [removed: 813,058] [added: 743,115] | | |

| Total liabilities | | | [removed: 12,065,238] [added: 11,375,473] | | | | | | [removed: 11,152,604] [added: 12,065,238] | | |

| Common stock, $0.001 par value, 500,000 shares authorized, [removed: 280,649] [added: 281,176] and [removed: 279,995] [added: 280,649] shares issued, [removed: 134,425] [added: 132,023] and [removed: 136,750] [added: 134,425] shares outstanding, as of June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] respectively | | | [removed: 134] [added: 132] | | | | | | [removed: 137] [added: 134] | | |

| Capital in excess of par value | | | [removed: 2,279,999] [added: 2,511,790] | | | | | | [removed: 2,107,526] [added: 2,279,999] | | |

| Retained earnings | | | [removed: 1,137,270] [added: 2,179,330] | | | | | | [removed: 848,431] [added: 1,137,270] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | [removed: (49,075)] [added: 1,201] | | | | | | [removed: (36,341)] [added: (49,075)] | | |

| Total stockholders’ equity | | | [removed: 3,368,328] [added: 4,692,453] | | | | | | [removed: 2,919,753] [added: 3,368,328] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 15,433,566] [added: 16,067,926] | | | | | $ | [removed: 14,072,357] [added: 15,433,566] | |

| [added: Fiscal Year Ended June 30, 2025:] | | | [removed: Year Ended June 30,] | | | | | | | | | | | | | | | [added: | | | | | |]

| [Schedule II Valuation and Qualifying Accounts for the three years in the period ended June 30, 2025](#iefb2f17466654e7da0e5cf1f54b3bd00_190) | | | [97](#iefb2f17466654e7da0e5cf1f54b3bd00_190) | | |

| Accounts receivable, net | | | 2,263,915 | | | | | | 1,833,041 | | |

| Repurchase of common stock | | | (3,007) | | | | | | (52,075) | | | | | | (2,113,560) | | | | | | — | | | | | | (2,165,635) | | | | | | — | | | | | | (2,165,635) | | |

| Stock-based compensation expense | | | — | | | | | | 265,011 | | | | | | — | | | | | | — | | | | | | 265,011 | | | | | | | | | | | | 265,011 | | |

| Balances as of June 30, 2025 | | | 132,023 | | | | | | $ | 2,511,922 | | | | | $ | 2,179,330 | | | | | $ | 1,201 | | | | | $ | 4,692,453 | | | | | $ | — | | | | | $ | 4,692,453 | |

| Net income | | | $ | 4,061,643 | | | | | $ | 2,761,896 | | | | | $ | 3,387,351 | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 13,286 | | |

| Net gain on sale of assets | | | (161) | | | | | | — | | | | | | — | | |

| Acquisition of intellectual property | | | (4,950) | | | | | | — | | | | | | — | | |

| Proceeds from capital-related government assistance | | | 6,263 | | | | | | — | | | | | | — | | |

All realized gains and losses are recorded in earnings in the period of occurrence.

Two customers and one customer on an individual basis accounted for greater than 10% of accounts receivable, net as of June 30, 2025 and 2024, respectively.

Cash flows associated with these derivatives are classified as cash flows from operating activities in the Consolidated Statement of Cash Flows to align with the underlying items.

subsequent periods if actual forfeitures differ from the estimated amounts.

The One Big Beautiful Bill Act (“OBBBA”) renames GILTI to Net Controlled Foreign Corporation (“CFC”) Tested Income (“NCTI”), modifies the general effective tax rate on GILTI to 12.6% and removes the deemed return on tangible assets deduction.

Business Combinations. We allocate the fair value of the purchase price of our acquisitions to the tangible assets

Government Incentives. We occasionally receive incentives from governmental entities related to capital expenditures, expenses and other activities, primarily in the form of cash grants and tax credits.

Government assistance is recognized when there is reasonable assurance that (1) the Company will comply with relevant conditions; and (2) the assistance will be received.

Government incentives related to the acquisition or construction of property, plant and equipment are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets.

Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred.

Collaborative Arrangements. We assess joint development arrangements to determine whether they are in the scope of ASC 808, *Collaborative Arrangements*.

In our assessment, we evaluate whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on commercial success of the activities.

This assessment is performed throughout the life of such arrangement with consideration given to the changes in the roles and responsibilities between the parties.

During the quarter ended September 30, 2024, we entered into a joint development arrangement within the scope of ASC 808 to develop and commercialize a new product.

We adopted ASU 2023-07 for the fiscal year ended June 30, 2025 on a retrospective basis.

In November 2024, the FASB issued ASU 2024-03, *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)*.

The new guidance requires enhanced disclosures about certain costs and expenses.

Early adoption is permitted either on a prospective or retrospective basis.

In July 2025, the FASB issued ASU 2025-05, *Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets.* The new guidance allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets.

The standard update is effective for our annual and interim reports beginning in the first quarter of our fiscal year ending June 30, 2027.

Early adoption is permitted for periods in which financial statements have not yet been issued or made ready for issuance on a prospective basis.

We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements.

| Corporate debt securities | | | 960,148 | | | | | | — | | | | | | 960,148 | | | | | | | | |

| Municipal securities | | | 51,453 | | | | | | — | | | | | | 51,453 | | | | | | | | |

| U.S. Government agency securities | | | 106,881 | | | | | | 106,881 | | | | | | — | | | | | | | | |

| U.S. Treasury securities | | | 877,578 | | | | | | 802,682 | | | | | | 74,896 | | | | | | | | |

| Total cash equivalents and marketable securities(1) | | | 3,578,598 | | | | | | 2,464,547 | | | | | | 1,114,051 | | | | | | | | |

| EDSP | | | 349,530 | | | | | | 336,090 | | | | | | 13,440 | | | | | | | | |

| Total financial assets(1) | | | $ | 3,987,631 | | | | | $ | 2,800,637 | | | | | $ | 1,186,994 | | | | | | | |

We did not have any financial assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements as of June 30, 2025 or June 30, 2024.

| [Schedule II Valuation and Qualifying Accounts](#i36a35c07919f42079eb525a0cac45367_187) | | | [104](#i36a35c07919f42079eb525a0cac45367_187) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of June 30, | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of June 30, 2021 | | | 152,776 | | | | | | $ | 2,175,988 | | | | | $ | 1,277,123 | | | | | $ | (75,557) | | | | | $ | 3,377,554 | | | | | $ | (1,912) | | | | | $ | 3,375,642 | |

| Net income attributable to non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 253 | | | | | | 253 | | |

| Repurchase of common stock | | | (11,768) | | | | | | (1,269,610) | | | | | | (3,592,657) | | | | | | — | | | | | | (4,862,267) | | | | | | — | | | | | | (4,862,267) | | |

| Stock-based compensation expense | | | 212,695 | | | | | | 171,424 | | | | | | 126,918 | | |

| Forward contract for accelerated share repurchases | | | — | | | | | | — | | | | | | (900,000) | | |

| Payment of dividends to subsidiary’s non-controlling interest holders | | | — | | | | | | — | | | | | | (602) | | |

| Purchase of non-controlling interest | | | — | | | | | | (4,295) | | | | | | — | | |

Variable Interest Entities. We use a qualitative approach in assessing the consolidation requirement for variable interest entities.

The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity.

In the event we are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in our Consolidated Financial Statements.

We have concluded that none of our equity investments require consolidation based on our most recent qualitative assessment.

The following table

The following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment, for the indicated periods:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Taiwan Semiconductor Manufacturing Company Limited | | | | | | Taiwan Semiconductor Manufacturing Company Limited | | | | | | Taiwan Semiconductor Manufacturing Company Limited | | |

| | | | | | | Samsung Electronics Co., Ltd. | | | | | | Samsung Electronics Co., Ltd. | | |

The following customers each accounted for more than 10% of net accounts receivable as of the dates indicated below:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| As of June 30, | | | | | | | | |

| Taiwan Semiconductor Manufacturing Company Limited | | | | | | Taiwan Semiconductor Manufacturing Company Limited | | |

| | | | | | | Samsung Electronics Co., Ltd. | | |

specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria, and when the installation of the system is deemed perfunctory).

Consolidated Balance Sheets.

The dilutive effect of RSUs and options is reflected in diluted net income per share by application of the treasury stock method.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, *Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.* The new guidance requires companies to apply revenue guidance to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination at carrying value.

Under the prior business combination guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date.

The impact of adopting this update will depend on the magnitude of contract assets and contract liabilities acquired in future acquisitions.

| Accounts receivable, net | | | $ | 1,833,041 | | | | | $ | 1,753,361 | | | | | $ | 1,811,877 | | | | | $ | 79,680 | | | | | 5 | | % | | | | $ | (58,516) | | | | | (3) | | % |

The change in contract liabilities during the fiscal year ended June 30, 2023 was mainly due to the value of products and services billed to customers for which control of the products and services has not transferred to the customers, partially offset by the recognition in revenue of $819.0 million that was included in contract liabilities as of June 30, 2022.

Our customers are currently purchasing equipment from us with lead times that are longer than our historical experience.

Based on this evaluation, the CEO and CFO have concluded that as of June 30, [removed: 2024,] [added: 2025,] the end of the period covered by this Report, our Disclosure Controls were effective at a reasonable assurance level.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act that occurred during the fourth quarter of the fiscal year ended June 30, [removed: 2024] [added: 2025] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: During] [added: In] the [removed: three months ended June 30, 2024,] [added: fourth quarter of fiscal 2025,] the following officers [removed: of the Company] adopted trading [removed: plans] [added: plans, or amendments] to [added: 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 [removed: Employee Stock Purchase Plan,] [added: ESPP,] that are intended to satisfy the affirmative defense conditions set forth in Rule 10b5-1(c) under the Securities Exchange Act.

| Name of Officer | | | Title of Officer | | | Date of Adoption | | | Duration | | | Maximum Number of Shares to be [removed: Sold* ^] [added: Sold (1) (2)] | | |

| Bren Higgins | | | Executive Vice President and Chief Financial Officer | | | [removed: April 30, 2024] [added: May 5, 2025] | | | [removed: 427 days] [added: 432 days (3)] | | | [removed: 19,666] [added: 18,070] | | |

[removed: *] [added: (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 [removed: PRSUs] [added: performance-based RSUs] where the performance conditions have not been met at the time of plan adoption [removed: or] are [removed: to be purchased in the future under our employee stock purchase plan are] calculated at the maximum number of shares that may be issued, with fractional shares disregarded.

[removed: ^] [added: (2)] For RSUs that have not vested, the maximum number of shares to be sold does not take into account shares withheld for taxes.

[added: (3)] Mr. Higgins’ trading plan terminates when the last trade is placed under the plan.

The last scheduled trade is on [removed: May 22,] [added: 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 [removed: June 30,] [added: December 26,] 2025.

| 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 | | |

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.

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.

(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.

For the information required by this Item, see “Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, [removed: 2025”] [added: 2026”] in the Proxy Statement, which is incorporated herein by reference.

| [Consolidated Balance Sheets as [removed: of](#i36a35c07919f42079eb525a0cac45367_91)] [added: of](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] June 30, [added: 2025 [and](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] 2024 [removed: [and](#i36a35c07919f42079eb525a0cac45367_91) 2023] | | | [removed: [54](#i36a35c07919f42079eb525a0cac45367_91)] [added: [50](#iefb2f17466654e7da0e5cf1f54b3bd00_94)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_94)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] June 30, [removed: 2024] [added: 2025] | | | [removed: [55](#i36a35c07919f42079eb525a0cac45367_94)] [added: [51](#iefb2f17466654e7da0e5cf1f54b3bd00_97)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_97)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] June 30, [removed: 2024] [added: 2025] | | | [removed: [56](#i36a35c07919f42079eb525a0cac45367_97)] [added: [52](#iefb2f17466654e7da0e5cf1f54b3bd00_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_100)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_103)] June 30, [removed: 2024] [added: 2025] | | | [removed: [57](#i36a35c07919f42079eb525a0cac45367_100)] [added: [53](#iefb2f17466654e7da0e5cf1f54b3bd00_103)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_103)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] June 30, [removed: 2024] [added: 2025] | | | [removed: [58](#i36a35c07919f42079eb525a0cac45367_103)] [added: [54](#iefb2f17466654e7da0e5cf1f54b3bd00_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i36a35c07919f42079eb525a0cac45367_106)] [added: Statements](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | | [removed: [59](#i36a35c07919f42079eb525a0cac45367_106)] [added: [55](#iefb2f17466654e7da0e5cf1f54b3bd00_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i36a35c07919f42079eb525a0cac45367_184)] [added: Firm](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] (PCAOB ID 238) | | | [removed: [102](#i36a35c07919f42079eb525a0cac45367_184)] [added: [95](#iefb2f17466654e7da0e5cf1f54b3bd00_187)] | | |

| [Schedule II—Valuation and Qualifying Accounts for the three years in the period [removed: ended](#i36a35c07919f42079eb525a0cac45367_187)] [added: ended](#iefb2f17466654e7da0e5cf1f54b3bd00_190)] June 30, [removed: 2024] [added: 2025] | | | [removed: [104](#i36a35c07919f42079eb525a0cac45367_187)] [added: [97](#iefb2f17466654e7da0e5cf1f54b3bd00_190)] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex41.htm)] | | | | | | [Indenture dated November 6, 2014 between KLA-Tencor Corporation and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex41.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.1 | | | | | | November 7, 2014 | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex42.htm)] | | | | | | [Form of Officer’s Certificate setting forth the terms of the Notes (with form of Notes attached)](https://www.sec.gov/Archives/edgar/data/319201/000119312514403628/d817441dex42.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.2 | | | | | | November 7, 2014 | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)] | | | | | | [Form of Officer’s Certificate setting forth the terms of the 4.100% Senior Notes due 2029 and 5.000% Senior Notes due 2049 (with form of Notes attached)](https://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.2 | | | | | | March 20, 2019 | | |

| [10.12](https://www.sec.gov/Archives/edgar/data/319201/000119312523270369/d529224dex101.htm) | | | | | | [KLA Corporation 2023 Incentive Award [removed: Plan](https://www.sec.gov/Archives/edgar/data/319201/000119312523270369/d529224dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/319201/000119312523270369/d529224dex101.htm)*] | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | November 3, 2023 | | |

| [10.13](https://www.sec.gov/Archives/edgar/data/319201/000031920124000006/klac10-qex102123123.htm) | | | | | | [KLA Corporation 2023 Incentive Award Plan Global Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/319201/000031920124000006/klac10-qex102123123.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/319201/000031920124000006/klac10-qex102123123.htm)*] | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.2 | | | | | | January 26, 2024 | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)] | | | | | | [Amended and Restated Executive Severance Plan*](https://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | October 20, 2016 | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] | | | | | | [Amended and Restated 2010 Executive Severance Plan*](https://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm) | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.45 | | | | | | October 22, 2015 | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/319201/000031920124000012/klac10-qex10133124.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/319201/000031920125000012/klac10-qex101033125.htm)] | | | | | | [Calendar Year [removed: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920124000012/klac10-qex10133124.htm)[4](https://www.sec.gov/Archives/edgar/data/319201/000031920124000012/klac10-qex10133124.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920125000012/klac10-qex101033125.htm)[5](https://www.sec.gov/Archives/edgar/data/319201/000031920125000012/klac10-qex101033125.htm)] [Executive Incentive [removed: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920124000012/klac10-qex10133124.htm)] [added: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920125000012/klac10-qex101033125.htm)] | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | [removed: April 26, 2024] [added: May 1, 2025] | | |

| [removed: [19.1](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit19106302023.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit19106302025.htm)] | | | | | | [Policy on Insider Trading and Unauthorized [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit19106302023.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit19106302025.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: No. 000-09992] | | | | | | [removed: 19.1] | | | | | | [removed: August 4, 2023] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit21106302024.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit21106302025.htm)] | | | | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit21106302024.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit21106302025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit23106302024.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit23106302025.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit23106302024.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit23106302025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit31106302024.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit31106302025.htm)] | | | | | | [Certification of Chief Executive Officer under Rule 13a-14(a)/15d - 14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit31106302024.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit31106302025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit31206302024.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit31206302025.htm)] | | | | | | [Certification of Chief Financial Officer under Rule 13a-14(a)/15d - 14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit31206302024.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit31206302025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit3206302024.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit3206302025.htm)] | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350^](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/exhibit3206302024.htm)] [added: 1350^](https://www.sec.gov/Archives/edgar/data/319201/000031920125000024/exhibit3206302025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/klac10kex971.htm) | | | | | | [Policy for Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/319201/000031920124000021/klac10kex971.htm) | | | | | | [added: 10-K] | | | | | | [added: No. 000-09992] | | | | | | [added: 97.1] | | | | | | [added: August 5, 2024] | | |

| [10.14](https://www.sec.gov/Archives/edgar/data/319201/000031920125000006/klac10-qex101123124.htm) | | | | | | [Senior Advisor Agreement, dated November 15, 2024, by and between KLA Corporation and Oreste Donzella](https://www.sec.gov/Archives/edgar/data/319201/000031920125000006/klac10-qex101123124.htm)* | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | January 31, 2025 | | |

| [10.15](https://www.sec.gov/Archives/edgar/data/319201/000119312525156593/d56185dex101.htm) | | | | | | [Credit Agreement, dated as of July 3, 2025, among KLA Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/319201/000119312525156593/d56185dex101.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | July 8, 2025 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Form | | | | | | File No. | | | | | | Exhibit Number | | | | | | Filing Date | | | | | | | | | | | | | | |

| August [removed: 2, 2024] [added: 6, 2025] | | | | | | By: | | | | | | /S/ RICHARD P. WALLACE | | |

| /s/ RICHARD P. WALLACE | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 2, 2024] [added: 6, 2025] | | |

| /s/ BREN D. HIGGINS | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ VIRENDRA A. KIRLOSKAR | | | | | | Senior Vice President and Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ ROBERT M. CALDERONI | | | | | | Chairman of the Board and Director | | | | | | August [removed: 1, 2024] [added: 7, 2025] | | |

| /s/ JENEANNE HANLEY | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 7, 2025] | | |

| /s/ EMIKO HIGASHI | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ KEVIN J. KENNEDY | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ MICHAEL R. MCMULLEN | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 7, 2025] | | |

| /s/ GARY B. MOORE | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ VICTOR PENG | | | | | | Director | | | | | | August [removed: 1, 2024] [added: 6, 2025] | | |

| /s/ JAMIE E. SAMATH | | | | | | Director | | | | | | August 6, 2025 | | |

| Jamie E. Samath | | | | | | | | | | | | | | |

| /s/ SUSAN J.S. TAYLOR | | | | | | Director | | | | | | August 7, 2025 | | |

| Susan J.S. Taylor | | | | | | | | | | | | | | |

| /s/ MARIE MYERS | | | | | | Director | | | | | | August 1, 2024 | | |

| Marie Myers | | | | | | | | | | | | | | |

| /s/ ROBERT A. RANGO | | | | | | Director | | | | | | August 2, 2024 | | |

| Robert A. Rango | | | | | | | | | | | | | | |