Lam Research (LRCX) 10-K risk factor changes: FY2026 vs FY2025

In addition to the other information in this Annual Report on Form 10-K [removed: (“2025] [added: (“2026] Form 10-K”), the following risk factors should be carefully considered in evaluating us and our business because [removed: such] [added: the occurrence of any of these] factors [removed: may significantly impact] [added: could materially and adversely affect] our business, [removed: operating results, and] [added: results of operations,] financial [removed: condition.][added: condition, and price of our Common Stock, and they could cause our actual results to differ materially from those contemplated in any forward-looking statements.]

If new products or existing products have reliability, quality, design, or safety problems, our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, [removed: and] additional service and warranty [removed: expenses.][added: expenses, and loss of market share.]

[removed: We may be] [added: If we are] unable to develop and manufacture products successfully, or [added: the] products that we introduce [removed: may] fail in the [removed: marketplace.][added: marketplace, our business, results of operations and financial condition could be materially and adversely affected.]

In addition, the emergence of “big data” and new tools such as machine learning and [removed: artificial intelligence (“AI”)] [added: AI] that capitalize on the availability of large data sets is leading semiconductor manufacturers and equipment manufacturers to pursue new products and approaches that exploit those tools to advance technology development.

Our failure to commercialize new products in a timely manner could result in loss of market share, unanticipated costs, and inventory obsolescence, which would adversely affect our [added: business, results of operations and] financial [removed: results.][added: condition.]

Future technologies, processes, or product [removed: developments] [added: developments, including as a result of adoption of AI,] may render our current product offerings obsolete, leaving us with non-competitive products, obsolete inventory, or both.

Moreover, customers may adopt new technologies or processes to address the complex challenges associated with next-generation [removed: devices.][added: devices, or may adopt new technologies, including those based upon AI, that reduce their reliance on us for process development.]

This shift [removed: may result in a reduction in] [added: could reduce] the size of our addressable [removed: markets or could] [added: markets,] increase the relative size of markets in which we either do not compete or have relatively low market [removed: share.][added: share, or reduce our competitiveness within the markets in which we do compete.]

Accordingly, competition may intensify, and we may be unable to continue to compete successfully in our markets, which could have a material adverse effect on our revenues, [removed: operating results,] [added: results of operations, and] financial [removed: condition, and/or cash flows.][added: condition.]

With increased consolidation efforts in our industry, as well as the emergence and strengthening of new, regional [removed: competitors,] [added: competitors and the impact of AI,] we may face increasing competitive pressures.

Other companies continue to develop systems and/or acquire businesses and products that are competitive to ours and may introduce new products and product capabilities that may affect our ability to sell and support our existing [added: or new] products.

We face a greater risk if our competitors enter into strategic relationships with leading semiconductor manufacturers covering products [added: addressing applications] similar to those we sell or may [removed: develop,] [added: develop products for,] as this could adversely affect our ability to sell products to those [removed: manufacturers.][added: manufacturers for those applications.]

Certain of our competitors, including those that are created and financially backed by foreign governments, have substantially greater financial resources and more extensive engineering, manufacturing, marketing, and customer service and support resources than we do and therefore have the potential to offer customers a more comprehensive array of products and/or product [removed: capabilities and] [added: capabilities, which enables them] to [removed: therefore] achieve additional relative success in the semiconductor equipment industry.

Variability in our customers’ business plans may lead to changes in demand for our equipment and services, which could negatively impact our [removed: results.][added: results of operations and cash flows.]

If we do not adequately meet these challenges during periods of increasing or declining demand, our [removed: gross margins] [added: results of operations] and [removed: earnings] [added: financial condition] may be negatively impacted.

We [removed: continuously reassess] [added: regularly assess] our strategic resource allocation choices in response to the changing business environment.

If we do not adequately adapt to the changing business environment, we may lack the infrastructure and resources to scale up our business to meet customer expectations and compete successfully during a period of growth, [added: which could have a material adverse effect on our business, reputation, results of operations, financial condition, and/or our market share,] or we may expand our capacity and resources too rapidly and/or beyond what is appropriate for the actual demand environment, [removed: resulting] [added: which could result] in excess fixed [removed: costs.][added: costs and have a material adverse effect on our results of operations and financial condition.]

[removed: Especially during] [added: During] transitional periods, [added: as is the case with the rapid adoption of AI technologies,] resource allocation decisions can have a significant impact on our future performance, particularly if we have not accurately anticipated industry changes.

[removed: With the consolidation of customers within the industry, the semiconductor] capital equipment market [added: has in the past experienced and] may [added: in the future] experience rapid changes in demand driven both by changes in the market generally and the plans and requirements of particular customers.

The economic, regulatory, political, and business conditions occurring nationally, globally, or in any of our key sales regions, which are often unpredictable, have historically impacted [added: and may in the future impact] customer demand for our products and services and normal commercial relationships with our customers, suppliers, and creditors.

Fluctuating levels of investment by semiconductor manufacturers may materially affect our aggregate shipments, revenues, [removed: operating results,] [added: results of operations,] and [removed: earnings.][added: cash flows.]

Where appropriate, we [removed: will] [added: endeavor to] attempt to respond to these fluctuations with cost management programs aimed at aligning our expenditures with anticipated revenue streams, which sometimes result in restructuring charges.

Even during periods of reduced revenues, we must continue to invest in R&D and maintain extensive ongoing worldwide customer service and support capabilities to remain competitive, which may [removed: temporarily] harm our profitability and other financial results.

Sales to a limited number of large customers constitute a significant portion of our overall shipments, revenue, cash [removed: flows] [added: flows,] and profitability.

As a result, the actions of even one customer may subject us to variability in those areas [removed: that] is difficult to predict.

In addition, large customers may be able to negotiate requirements that result in decreased pricing, increased costs, and/or lower margins for [removed: us] [added: us,] and limitations on our ability to share technology with others.

Similarly, significant portions of our credit risk may, at any given time, be concentrated among a limited number of customers so that the failure of even one of these key customers to pay its obligations to us could significantly impact our [added: results of operations, and] financial [removed: results.][added: condition.]

[removed: Even if they select our] equipment, [removed: the institutions and the customers that follow their lead could impose conditions on acceptance of that equipment,] such as adherence to standards and requirements or limitations on how we license our proprietary rights, that increase our costs or require us to take on greater risk.

These actions could adversely impact our market [removed: share] [added: share, results of operations,] and financial [removed: results.][added: condition.]

Our Revenues and [removed: Operating] Results [added: of Operations] Are Variable

Our revenues and [removed: operating] results [added: of operations] may fluctuate significantly from quarter to quarter or year to year due to a number of factors, not all of which are in our control.

Because our operating expenses are based in part on anticipated future revenues, and a certain amount of those expenses are relatively fixed, a change in the timing of recognition of revenue and/or the level of gross profit from a small number of transactions can unfavorably affect [removed: operating] results [added: of operations] in a particular quarter or year.

Factors that may cause our [removed: financial] results [added: of operations] to fluctuate [removed: unpredictably] include, but are not limited to:

- legal, tax, accounting, or regulatory changes (including, but not limited to, changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to [removed: China,] [added: China] or [added: regulations imposed by other countries restricting the export of certain materials or the re-export of products containing such materials, or] potential additional tariffs on imports, and tariffs imposed by other countries) or changes in the interpretation or enforcement of existing requirements;

- [removed: transportation, communication, demand, information technology,] [added: transportation] or supply disruptions based on factors outside our control, such as strikes, [removed: acts of God,] [added: force majeure events,] wars, terrorist activities, international conflict, widespread outbreak of illness, or natural or man-made disasters (including disasters resulting from climate change), including earthquakes, wildfires, hurricanes, flooding, and heat [removed: waves;][added: waves.]

- management of supply chain risks; [added: and]

In addition, we make use of Software-as-a-Service [removed: (SaaS)] [added: (“SaaS”)] products for certain important business functions that are provided by third parties and hosted on their own networks and servers, or third-party networks and servers, all of which rely on networks, email and/or the Internet for their function.

The technology, data, intellectual property and other sensitive information we seek to [removed: protect are subject to loss, release, misappropriation or misuse,] [added: protect,] and the information systems [removed: containing] [added: used to store, process,] or [removed: transmitting] [added: transmit] such [removed: technology, data, intellectual property and other sensitive information] [added: information,] are subject to [added: loss, unauthorized access, unauthorized release, misappropriation, misuse,] disruption, [removed: breach] [added: breach, degradation,] or failure, [removed: in each case as a result of various possible causes,] any of which could have a material adverse effect on our business or operations.

Such [removed: causes] [added: events] may [removed: include] [added: result from various possible causes, including] mistakes or unauthorized actions by our [removed: employees or] [added: employees,] contractors, [removed: phishing schemes and] [added: or] other [removed: third-party attacks, and degradation] [added: third parties,] or [removed: loss] [added: cyberattacks or other malicious activities by third parties, including industrial, corporate, or other espionage, criminal hackers, or state-sponsored intrusions, by methods that include exploitation] of [removed: service] [added: known] or [removed: access to data due to] [added: unknown software or hardware vulnerabilities,] viruses, malware, [added: ransomware, social engineering (such as phishing schemes), credential harvesting,] denial of service attacks, destructive or inadequate code, [added: software or hardware failure,] power failures, or physical damage to computers, hard drives, communication lines, or networking equipment, in each case with respect to us or the third-party product and service providers upon which we rely.

[removed: In addition, to] [added: To] the extent AI capabilities improve and are increasingly adopted, they may be used to [removed: identify] [added: introduce, identify, or exploit] vulnerabilities and to implement increasingly sophisticated cybersecurity [removed: attacks.][added: attacks and could materially and adversely impact our business or operations.]

Some of the factors, events, and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.

The risks and uncertainties described below are not the only ones we face.

Our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present a material risk to us and our business.

Therefore, the following discussion of risk factors should not be considered a complete statement of all the potential risks or uncertainties that we face.

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We also face greater risk if our competitors acquire, or otherwise obtain control over, third parties that supply us with key intellectual property, technology, materials, components, software, or other inputs critical to our products and processes, as this could limit or condition our access to these inputs, result in the termination or non‑renewal of licenses or supply arrangements, restrict our ability to use or develop certain technologies, or otherwise disadvantage us relative to our competitors, which could adversely affect our product development, processes, and competitive position.

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For example, the growth of AI technologies and related infrastructure has been and is expected to continue to be a significant driver of capital equipment expenditures by semiconductor manufacturers across both the memory and non-memory market segments and requires us to respond (sometimes rapidly) to changes in demand for our products and services, including by expanding our equipment manufacturing capabilities and hiring additional personnel.

If we are unable to effectively scale our business to meet our customers’ requirements in response to AI-driven demand, we may lose market share, and our business, reputation, results of operations, and financial condition could be harmed.

With the consolidation of customers within the industry, the semiconductor

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For example, the growth of AI technologies and related infrastructure has been and is expected to continue to be a significant driver of capital equipment expenditures of semiconductor manufacturers across both the memory and non-memory market segments we serve.

However, customer decisions regarding the amount and timing of capital expenditures and the demand for our products and services could change rapidly and be impacted by factors outside of our control.

These factors may include, without limitation: changes in actual or anticipated AI-driven demand for AI-related infrastructure or compute power to support AI models, tools, and other applications, including due to slower-than-anticipated adoption of AI technologies, increases in compute efficiency, or oversupply of AI-related infrastructure compute power; advances in fabrication processes, technology inflections or changes in technology architectures; new and emerging technologies or market drivers; actual or anticipated production capacity, utilization, and volumes of semiconductor manufacturers relative to demand for semiconductor devices; changes in end-user demand or behavior; the timing of or constraints on increases to AI-related infrastructure or semiconductor manufacturing capacity; the availability and cost of capital, including increases in interest rates or tightening in global capital markets; the availability and amount of government subsidies and incentives; the regulation of AI or related infrastructure technologies by government or other regulatory agencies; and geopolitical or macroeconomic instability, including wars, terrorism, political unrest, public health emergencies, inflation, recessionary conditions, trade restrictions, export controls, boycotts, and other business disruptions.

Even if they select our equipment, the institutions and the customers that follow their lead could impose conditions on acceptance of that

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- the impact of stagnating or worsening business and economic conditions, including inflationary pressures, general economic slowdown or a recession, actual or anticipated changes in interest rates, reductions in government spending or other changes in monetary policy, or adverse financial or commodity markets activity or macroeconomic conditions, including as a result of geopolitical conflicts;

- changes in industry trends or demand drivers for semiconductor chips and semiconductor equipment, including changes in the level of investment in AI and related infrastructure;

- the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations or to meet increases in demand for their products or services, including due to limited production capacity or constrained access to raw materials or components (such as rare earth elements), which could result in delays, higher costs, or an inability to fulfill orders;

- the impact of manufacturing difficulties or constraints on expanding manufacturing capacity by us or our customers or suppliers;

- any disruption to our relationship with, or loss of business from, customers, including due to actual or alleged non-compliance with contractual or other customer requirements, applicable laws, rules, or regulations, or breaches of customer trust;

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We or our third-party product and service providers may not be able to anticipate, identify, or implement effective preventive measures against cyberattacks or data security incidents and, even if timely identified, we or our third-party product and service providers may not be able to remediate such attacks or incidents in a timely and effective manner, or to mitigate or avoid adverse impacts resulting from any such attacks or incidents.

These threats continue to evolve and may include the use of tools and techniques that change frequently or may be disguised or difficult to detect, or designed to circumvent security controls, evade detection, or remove forensic evidence, or remain dormant until a triggering event, or that may continue undetected for an extended period of time, which may hinder our or our third-party product and service providers’ ability to identify, investigate, and remediate attacks or incidents in a timely and effective manner, or to mitigate or avoid adverse impacts resulting from any such attacks or incidents.

In addition, the development and deployment of AI models, tools, and other applications expose us, our customers, suppliers, and other third-party providers to increased and novel risks and vulnerabilities, including prompt injection, hallucinations, errors, and other issues related to AI agents, as well as the risk of compromise of valuable intellectual property.

For example, the autonomous nature of agentic AI increases the risk that agents learn to circumvent security controls, and certain generative AI systems and large language models may, in order to satisfy user prompts, access or retrieve data using the credentials, permissions, or access rights of the user or connected systems, which may increase the risk of unauthorized access, data leakage, or improper use of sensitive or proprietary information.

In addition, even if we or our third-party product and service providers are able to develop patches or other mitigations to address newly identified vulnerabilities, the pace at which AI enables the discovery and exploitation of such vulnerabilities may exceed our or our third-party product and service providers’ ability to implement such patches and mitigations quickly enough to prevent the exploitation of such vulnerabilities.

While we have implemented International Organization for Standardization (“ISO”) 27001 compliant security procedures and virus protection software, intrusion prevention systems, identity and access control, and emergency recovery processes, and we carefully

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We Use Artificial Intelligence in Our Business, and Challenges with Properly Managing Its Use Could Result in Reputational Harm, Competitive Harm, and Legal Liability, and Materially and Adversely Affect Our Results of Operations.

We are increasingly using AI tools as part of our business, including internally developed machine learning tools and large language models provided by third parties.

For example, we use or are seeking to use AI tools to enhance research and development, manufacturing, installation, and servicing of our products, services delivery, supply chain management, sales and marketing, and compliance activities.

We are also pursuing additional opportunities to incorporate AI tools, including agentic AI, into our business, including our products and services, and we expect this trend to continue.

There are significant risks involved in developing and deploying AI, and there can be no assurance that our usage of AI will enhance our business, products or services, including our productivity, operational efficiency, effectiveness, or profitability.

For example, if the AI tools we utilize are flawed or fail to execute properly, our ability to deliver our products and services to our customers may be adversely impacted.

In addition, our competitors may incorporate AI tools into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.

The intellectual property rights, including patent and copyright rights, associated with artificial intelligence have not been fully addressed by U.S. and foreign courts, and there remains uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for artificial intelligence-generated technologies and relevant system inputs and outputs.

The courts and regulators have not clearly defined the scope for artificial intelligence-generated content, algorithms or trained models.

If we fail to secure or maintain protection for the intellectual property rights concerning technologies developed using artificial intelligence, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products, which could adversely affect our business, reputation, results of operations, or financial condition.

Our use or future adoption of artificial intelligence in our business, which may include tools developed by third parties, could expose us to breach of a data or software license, website terms of service claims, claimed violations of privacy rights or other tort claims.

As a result of these risk factors, as well as other risks discussed in our other SEC filings, our actual results could differ materially from those projected in any forward-looking statements.

- macroeconomic, industry and market conditions, including those caused by war, conflict in the Middle East, bank failures; uncertainty regarding economic and other policies and priorities; and geopolitical issues;

- the impact of reductions in government spending;

- procurement shortages;

- the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations;

- manufacturing difficulties;

- effects of inflation or interest rates; and

Such causes may also include the use of techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event, or that may continue undetected for an extended period of time.

Further, the use of AI by us, our customers, suppliers, and third-party providers, among others, may also introduce unique vulnerabilities whose existence or exploitation could have a material adverse effect on our business or operations.

Non-U.S. sales, as reflected in Part II Item 7.

purposes outlined, for the foreseeable future.

- difficulties or delays in obtaining required import or export approvals;

In some cases, the requirements

In January 2023, we announced that we were implementing a restructuring plan consisting of a workforce reduction, and that we anticipated undertaking, and may in the future undertake, additional business restructuring, realignment and transformation initiatives.

For more information about our restructuring plan, see [Note](#i741682724a1a48e58764141f1ff950bd_145) [](#i741682724a1a48e58764141f1ff950bd_145)[2](#i741682724a1a48e58764141f1ff950bd_145)[0](#i741682724a1a48e58764141f1ff950bd_145) to our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K.

Epidemics, Pandemics or Outbreaks of Diseases May Adversely Impact Our Business, Operations, and Financial Results

Epidemics, pandemics or outbreaks of diseases may arise at any time and may have significant business, operational, and financial impacts.

For example, the COVID-19 pandemic has in the past and additional global heath crises may in the future result in efforts by national, state and local governments worldwide to control the applicable disease’s spread.

Such governmental efforts may result in measures aimed at containing the applicable disease such as quarantines, travel bans, shutdowns, and shelter in place or “stay at home” orders, which collectively have the potential to significantly restrict the ability of businesses to operate.

In addition, restrictions resulting from global health crises and related measures aimed at containing the applicable disease, incidents of confirmed or suspected infections within our workforce or those of our suppliers or other business partners, and efforts to act in the best interests of our employees, customers, and suppliers, in connection with a pandemic or disease outbreak, may affect our business and operations by, among other things, causing facility closures, production delays and capacity limitations; disrupting production by our supply chain; disrupting the transport of goods from our supply chain to us and from us to our customers; requiring modifications to our business processes; requiring the implementation of business continuity plans; requiring the development and qualification of alternative sources of supply; requiring the implementation of social distancing measures that impede manufacturing processes; disrupting business travel; disrupting our ability to staff our on-site manufacturing and research and development facilities; delaying capital expansion projects; and necessitating teleworking by portions of our workforce.

These impacts may cause delays in product shipments and product development, increases in costs, and decreases in revenue, profitability and cash from operations, which may cause an adverse effect on our results of operations that may be material.

Global health crises may also have significant macroeconomic impacts, including, but not limited to, significant disruption of global financial markets, increases in levels of unemployment, and economic uncertainty.

This may lead to significant negative impacts on customer spending, demand for our products, the ability of our customers to pay, our financial condition and the financial condition of our suppliers, and our access to external sources of financing to fund our operations and capital expenditures.

We periodically evaluate our overall compensation and benefit programs and make adjustments, as appropriate, to maintain or enhance their competitiveness.

Managing an acquired business, disposing of product

In addition, law enforcement authorities may seek criminal charges relating to intellectual property or other

issues.

We also face risks of claims arising from commercial and other relationships.

Changes in or ambiguous interpretations of laws, regulations, and standards may create uncertainty regarding compliance matters.

Recommendations made by the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting 2.0 (“BEPS 2.0”) project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax.

Several countries around the world have enacted or proposed changes to their existing tax laws based on these recommendations.

As each country in which we operate evaluates their alignment with the recommendations and enacts minimum tax rules, the ultimate impact of any such changes on our effective tax rate remains uncertain.

When fully enacted, such changes could have a material impact on our effective tax rate.

We will continue to monitor the progress of the BEPS 2.0 implementation.

- macroeconomic, industry and market conditions, including those caused by war, conflict in the Middle East or elsewhere, or bank failures; and geopolitical issues;

- the impact of reductions in government spending;

- government regulations;

If one of our counterparties were to

[added: The following] Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) [removed: provides a description of our results of operations] [added: generally discusses fiscal year 2026] and [added: 2025 items and year-to-year comparisons between fiscal year 2026 and 2025 and] should be read in conjunction with our Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in [Part II, Item [removed: 8](#i741682724a1a48e58764141f1ff950bd_61)] [added: 8](#i95ad399254054df79c82b5a322a4d3fd_61)] of this [removed: 2025] [added: 2026] Form 10-K.

Several factors create opportunities for sustainable differentiation for us: (i) our focus on research and development, with several [removed: on-going] [added: ongoing] programs relating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with semi-ecosystem partners, including our close-to-customer focus; (iv) our ability to identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.

Wafer fabrication equipment [removed: spending levels] [added: investments] were strong in the 2025 [removed: fiscal year driven by an increase] [added: calendar year, and have continued to grow] in [added: 2026 with the AI market driving higher semiconductor industry spending across] both the memory and non-memory market segments.

In the short term, volatility in the semiconductor industry environment from trade restrictions, tariffs, as well as other direct and indirect risks and [removed: uncertainties,] [added: uncertainties discussed in [Part I, Item 1A, “Risk Factors,](#i95ad399254054df79c82b5a322a4d3fd_16)”] have had, and in the future may have, a negative impact on our revenue and operating margin.

| | | | Year Ended | | | | | | | | | | | | [added: Change] | | | | | | [removed: Change] | | | | | | | | | | | | | | | | | | | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | | | | [removed: FY25] [added: FY26] vs. [removed: FY24] [added: FY25] | | | | | | | | | | | | [removed: FY24 vs. FY23] | | | | | | | | | | | |

| Gross margin as a percent of total revenue | | | [removed: 48.7] [added: 50.5] | | % | | | | [removed: 47.3] [added: 48.7] | | % | | | | [removed: 44.6] | | [removed: %] | | | | \+ [removed: 140] [added: 180] bps | | | | | | | | | | | | [removed: \+ 270 bps] | | | | | | | | |

| Net income per diluted share | | | $ | [removed: 4.15] [added: 5.76] | | | | | $ | [removed: 2.90] [added: 4.15] | | | | | [removed: $] | [removed: 3.32] | | | | | $ | [removed: 1.25] [added: 1.61] | | | | | [removed: 43.1] [added: 38.8] | | % | | | | [removed: $] | [removed: (0.42)] | | | | | [removed: (12.7)] | | [removed: %] |

Fiscal year [removed: 2025] [added: 2026] revenue increased [removed: 23.7%] [added: 26.0%] compared to fiscal year [removed: 2024,] [added: 2025,] driven by strong customer demand for semiconductor equipment [removed: systems] [added: systems, particularly from customers within the foundry market segment,] as well as customer support-related [removed: revenues from customer investments across memory and non-memory markets.][added: revenues.]

Gross margin as a percentage of revenue increased in fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024] [added: 2025] largely due to [removed: improved factory efficiencies and] favorable [removed: product] [added: customer] mix, partially offset by [removed: increased transformational charges.][added: aluminum and steel tariff-related spend.]

The increase in operating expenses in fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024] [added: 2025] was [removed: driven by higher] [added: primarily due to] employee-related costs [removed: primarily as a result of increased headcount,] [added: from] increased [removed: spending on transformational activities,] [added: headcount] and higher [removed: outside service expense.][added: supplies spending for research and development.]

Our cash and cash equivalents and restricted cash balances totaled approximately [removed: $6.4] [added: $5.60] billion as of June [removed: 29, 2025,] [added: 28, 2026,] compared to [removed: $5.9] [added: $6.41] billion as of June [removed: 30, 2024.][added: 29, 2025.]

Cash flows provided from operating activities were [removed: $6.2] [added: $5.86] billion for fiscal year [removed: 2025] [added: 2026] compared to [removed: $4.7] [added: $6.17] billion for fiscal year [removed: 2024.][added: 2025.]

Cash flows provided from operating activities in fiscal year [removed: 2025] [added: 2026] were primarily used for [removed: $3.4] [added: $3.85] billion in treasury stock purchases, including net share settlement of employee stock-based compensation; [removed: $1.1] [added: $1.27] billion in dividends paid to our stockholders; [removed: $759] [added: $966.4] million of capital expenditures; and [removed: $507] [added: $755.4] million of principal payment on debt instruments and debt issuance costs.

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | | | |

| Revenue (in millions) | | | $ | [removed: 18,436] [added: 23,233] | | | | | $ | [removed: 14,905] [added: 18,436] | | | | | [removed: $] | [removed: 17,429] | |

| China | | | 34 | | % | | | | [removed: 42] [added: 34] | | % | | | | [removed: 26] | | [removed: %] |

| Korea | | | [removed: 22] [added: 19] | | % | | | | [removed: 19] [added: 22] | | % | | | | [removed: 20] | | [removed: %] |

| Taiwan | | | [removed: 19] [added: 22] | | % | | | | [removed: 11] [added: 19] | | % | | | | [removed: 20] | | [removed: %] |

| Japan | | | [removed: 10] [added: 9] | | % | | | | 10 | | % | | | | [removed: 10] | | [removed: %] |

| United States | | | 7 | | % | | | | 7 | | % | | | | [removed: 9] | | [removed: %] |

| Southeast Asia | | | [removed: 5] [added: 6] | | % | | | | [removed: 6] [added: 5] | | % | | | | [removed: 8] | | [removed: %] |

| Europe | | | 3 | | % | | | | [removed: 5] [added: 3] | | % | | | | [removed: 7] | | [removed: %] |

| | | | June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | |

| Systems Revenue | | | $ | [removed: 11,491,280] [added: 14,885,488] | | | | | $ | [removed: 8,921,643] [added: 11,491,280] | | | | | [removed: $] | [removed: 10,695,897] | |

| Customer support-related revenue and other | | | [removed: 6,944,311] [added: 8,347,202] | | | | | | [removed: 5,983,743] [added: 6,944,311] | | | | | | [removed: 6,732,619] | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | | | |

| Foundry | | | [removed: 45] [added: 54] | | % | | | | [removed: 40] [added: 45] | | % | | | | [removed: 38] | | [removed: %] |

| Memory | | | [removed: 42] [added: 39] | | % | | | | 42 | | % | | | | [removed: 42] | | [removed: %] |

| Logic/integrated device manufacturing | | | [removed: 13] [added: 7] | | % | | | | [removed: 18] [added: 13] | | % | | | | [removed: 20] | | [removed: %] |

| | | | Year Ended | | | | | | | | | | | | [added: Change] | | | | | | [removed: Change] | | | | | | | | | | | | | | | | | | | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | [removed: FY25] [added: FY26] vs. [removed: FY24] [added: FY25] | | | | | | | | | | | | [removed: FY24 vs. FY23] | | | | | | | | | | | | | | |

| Percent of revenue | | | [removed: 48.7] [added: 50.5] | | % | | | | [removed: 47.3] [added: 48.7] | | % | | | | [removed: 44.6] | | [removed: %] | | | | \+ [removed: 140] [added: 180] bps | | | | | | | | | | | | [removed: \+ 270 bps] | | | | | | | | |

The increase in gross margin as a percentage of revenue for fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024] [added: 2025] was largely due to [removed: improved factory efficiencies and] favorable [removed: product] [added: customer] mix, partially offset by [removed: increased transformational charges.][added: aluminum and steel tariff-related spend.]

| | | | Year Ended | | | | | | | | | | | | [added: Change] | | | | | | [removed: Change] | | | | | | | | | | | | | | | | | | | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | [removed: FY25] [added: FY26] vs. [removed: FY24] [added: FY25] | | | | | | | | | | | | [removed: FY24 vs. FY23] | | | | | | | | | | | | | | |

| Percent of revenue | | | [removed: 11.4] [added: 10.2] | | % | | | | [removed: 12.8] [added: 11.4] | | % | | | | [removed: 9.9] | | [removed: %] | | | | \- [removed: 140] [added: 120] bps | | | | | | | | | | | | [removed: \+ 290 bps] | | | | | | | | |

The increase in [removed: R&D] [added: SG&A] expense during fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024] [added: 2025] was [removed: primarily] [added: mainly] driven by an increase of [removed: $118] [added: $180.0] million in employee-related costs [removed: mainly] as a result of [removed: increased headcount and $35 million in higher outside service expense, inclusive of transformational and lab-related activities.][added: additional headcount.]

| | | | Year Ended | | | | | | | | | | | | [added: Change] | | | | | | [removed: Change] | | | | | | | | | | | | | | | | | | | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: June 25, 2023] | | | [removed: FY25] [added: FY26] vs. [removed: FY24] [added: FY25] | | | | | | | | | | | | [removed: FY24 vs. FY23] | | | | | | | | | | | | | | |

A discussion of fiscal year 2024 items and year-to-year comparisons between fiscal year 2025 and 2024 that are not included in this 2026 Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2025.

Demand for electronic systems supporting artificial intelligence, cloud infrastructure, communications, automotive, industrial and other intelligent systems is driving the need for high performance, energy efficient and highly integrated semiconductor devices.

To meet these requirements, semiconductor manufacturers are adopting vertical scaling approaches, including three-dimensional (“3D”) architecture, more sophisticated patterning schemes, new materials, and advanced integration approaches, as traditional two-dimensional scaling is becoming more challenging.

These technology inflections are increasing manufacturing complexity and precision requirements in the production of semiconductors driving demand for our advanced semiconductor fabrication technologies and services.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| Revenue | | | $ | 23,232,690 | | | | | $ | 18,435,591 | | | | | | | | | | | $ | 4,797,099 | | | | | 26.0 | | % | | | | | | | | | | | | |

| Gross margin | | | $ | 11,725,308 | | | | | $ | 8,979,059 | | | | | | | | | | | $ | 2,746,249 | | | | | 30.6 | | % | | | | | | | | | | | | |

| Total operating expenses | | | $ | 3,525,513 | | | | | $ | 3,078,091 | | | | | | | | | | | $ | 447,422 | | | | | 14.5 | | % | | | | | | | | | | | | |

| Net income | | | $ | 7,265,396 | | | | | $ | 5,358,217 | | | | | | | | | | | $ | 1,907,179 | | | | | 35.6 | | % | | | | | | | | | | | | |

We generate revenue primarily through the sale and service of semiconductor manufacturing equipment.

Demand for our products and services is driven by customers’ investments in wafer fabrication capacity, technology advancement and installed base support.

We present revenue on a disaggregated basis to differentiate between systems revenue and customer support-related revenue.

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other wafer fabrication markets.

Customer support-related revenue includes sales of customer services, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.

Timing of revenue recognition depends on a number of factors, including customer requirements, resource availability, supply-chain conditions, manufacturing capacity, delivery schedules, and other operational considerations.

We present our revenues disaggregated by geographic region based on the location of customers’ facilities to which products were shipped and services were rendered.

A significant portion of our revenue is generated outside of the United States.

The following table presents our total revenue and revenue disaggregated by geographic region:

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| | | | $ | 23,232,690 | | | | | $ | 18,435,591 | | | | | | | |

Systems revenue increased by $3.39 billion, or 29.5%, in fiscal year 2026 compared to fiscal year 2025 primarily due to foundry equipment customer spending.

Customer support-related revenue increased by $1.40 billion, or 20.2%, in fiscal year 2026 compared to fiscal year 2025 mainly due to revenue from spares and non-leading-edge equipment.

The percentage of revenue from the Foundry market segment increased by 900 basis points in fiscal year 2026 compared to fiscal year 2025 due to mature node spending as well as investments in leading-edge equipment.

The percentage of revenue from the Memory market segment decreased by 300 basis points in fiscal year 2026 compared to fiscal year 2025 primarily due to timing of customer investments.

The deferred revenue balance decreased to $2.43 billion as of June 28, 2026 compared to $2.68 billion as of June 29, 2025 primarily due a decrease in customer down payments, partially offset by an increase in earned system credits.

| Gross margin | | | $ | 11,725,308 | | | | | $ | 8,979,059 | | | | | | | | | | | $ | 2,746,249 | | | | | 30.6 | | % | | | | | | | | | | | | |

| Research & development | | | $ | 2,375,873 | | | | | $ | 2,096,387 | | | | | | | | | | | $ | 279,486 | | | | | 13.3 | | % | | | | | | | | | | | | |

Fiscal year 2026 R&D expense increased versus fiscal year 2025, due to $131.4 million in employee-related costs from increased headcount and $69.8 million in higher engineering supplies expense.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| Selling, general, and administrative ("SG&A") | | | $ | 1,149,640 | | | | | $ | 981,704 | | | | | | | | | | | $ | 167,936 | | | | | 17.1 | | % | | | | | | | | | | | | |

| Interest income | | | $ | 196,189 | | | | | $ | 231,331 | | | | | | | | | | | $ | (35,142) | | | | | (15.2) | | % | | | | | | | | | | | | |

| Interest expense | | | (156,884) | | | | | | (178,203) | | | | | | | | | | | | $ | 21,319 | | | | | (12.0) | | % | | | | | | | | | | | | |

| Foreign exchange losses, net | | | (30,082) | | | | | | (26,412) | | | | | | | | | | | | $ | (3,670) | | | | | 13.9 | | % | | | | | | | | | | | | |

| Other, net | | | (20,321) | | | | | | (8,676) | | | | | | | | | | | | $ | (11,645) | | | | | 134.2 | | % | | | | | | | | | | | | |

| | | | $ | 62,678 | | | | | $ | 57,161 | | | | | | | | | | | $ | 5,517 | | | | | 9.7 | | % | | | | | | | | | | | | |

| Income tax expense | | | $ | 997,077 | | | | | $ | 599,912 | | | | | | | | | | | $ | 397,165 | | | | | 66.2 | | % | | | | | | | | | | | | |

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

The Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting 2.0 (“BEPS 2.0”) GMT was fully effective for us this fiscal year.

We assessed GMT under currently enacted legislation and determined that we met transitional safe harbor requirements in most jurisdictions, with limited jurisdictions subject to GMT.

We assessed the impact and concluded that it was not material.

The following discussion of our financial condition and results of operations contains forward-looking statements, which are subject to risks, uncertainties, and changes in condition, significance, value, and effect.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this 2025 Form 10-K and other documents we file from time to time with the Securities and Exchange Commission.

(See “Cautionary Statement Regarding Forward-Looking Statements” in Part I of this 2025 Form 10-K.)

MD&A consists of the following sections:

*Executive Summary* provides a summary of the key highlights of our results of operations and our management’s assessment of material trends and uncertainties relevant to our business.

*Results of Operations* provides an analysis of operating results.

*Critical Accounting Policies and Estimates* discusses accounting policies that reflect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

*Liquidity and Capital Resources* provides an analysis of cash flows, contractual obligations, and financial position.

Demand from cloud computing, artificial intelligence, 5G, the Internet of Things, and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.

At the same time, there are growing technical challenges with traditional two-dimensional scaling.

These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical scaling strategies like three-dimensional architecture as well as multiple patterning to enable shrinks.

On October 2, 2024, the Company effected a ten-for-one stock split of its common stock and a proportional increase in the number of authorized shares.

All references made to share or per share amounts throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the stock split.

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

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

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

| Revenue | | | $ | 18,435,591 | | | | | $ | 14,905,386 | | | | | $ | 17,428,516 | | | | | $ | 3,530,205 | | | | | 23.7 | | % | | | | $ | (2,523,130) | | | | | (14.5) | | % |

| Gross margin | | | $ | 8,979,059 | | | | | $ | 7,052,791 | | | | | $ | 7,776,925 | | | | | $ | 1,926,268 | | | | | 27.3 | | % | | | | $ | (724,134) | | | | | (9.3) | | % |

| Total operating expenses | | | $ | 3,078,091 | | | | | $ | 2,788,878 | | | | | $ | 2,602,065 | | | | | $ | 289,213 | | | | | 10.4 | | % | | | | $ | 186,813 | | | | | 7.2 | | % |

| Net income | | | $ | 5,358,217 | | | | | $ | 3,827,772 | | | | | $ | 4,510,931 | | | | | $ | 1,530,445 | | | | | 40.0 | | % | | | | $ | (683,159) | | | | | (15.1) | | % |

Fiscal year 2024 revenue decreased 14.5% compared to fiscal year 2023.

Systems and customer-support related revenues declined in fiscal year 2024 primarily from weakness in the non-volatile memory market, partially offset by strength in DRAM as well as increased revenue generation from our China regional customers.

Gross margin as a percentage of revenue increased in fiscal year 2024 compared to fiscal year 2023 largely due to a more favorable customer mix, lower spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies.

The increase in operating expenses in fiscal year 2024 compared to fiscal year 2023 was driven by higher employee-related costs primarily as a result of increased research and development-related headcount, increased spending on transformational activities, higher deferred compensation plan-related costs, and increased spending on supplies.

We aim to balance the requirements of our customers with the availability of resources, as well as performance to our operational and financial objectives.

As a result, from time to time, we exercise discretion and judgment as to the timing and prioritization of manufacturing and deliveries of products, which has impacted, including in the current fiscal year, and may in the future impact, the timing of revenue recognition with respect to such products.

Revenue increased in fiscal year 2025 compared to fiscal year 2024 due to increased equipment spending by our customers across Memory and Foundry market segments as well as increased customer support-related revenue for upgrades, spares, and services.

Revenue decreased in fiscal year 2024 compared to fiscal year 2023 mainly due to decreases in non-volatile memory spending, partially offset by increases in DRAM spending by our customers.

The deferred revenue balance increased to $2.7 billion as of June 29, 2025 compared to $1.6 billion as of June 30, 2024 primarily due to an increase in advance deposits from newer customers.

| | | | $ | 18,435,591 | | | | | $ | 14,905,386 | | | | | $ | 17,428,516 | |

Please refer to [Note 4: Revenue](#i741682724a1a48e58764141f1ff950bd_91) of our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K for additional information regarding the composition of the two categories into which revenue has been disaggregated.

| | | | (in thousands, except percentages and basis points) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross margin | | | $ | 8,979,059 | | | | | $ | 7,052,791 | | | | | $ | 7,776,925 | | | | | $ | 1,926,268 | | | | | 27.3 | | % | | | | $ | (724,134) | | | | | (9.3) | | % |

The increase in gross margin as a percentage of revenue for fiscal year 2024 compared to fiscal year 2023 was due to a more favorable customer mix, reduced spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies.

| Research & development | | | $ | 2,096,387 | | | | | $ | 1,902,444 | | | | | $ | 1,727,162 | | | | | $ | 193,943 | | | | | 10.2 | | % | | | | $ | 175,282 | | | | | 10.1 | | % |

The increase in R&D expense during fiscal year 2024 compared to fiscal year 2023 was primarily driven by an increase of $58 million in employee-related costs primarily as a result of increased headcount, $33 million in spending for supplies, $18 million in deferred compensation plan-related costs, and $13 million in spending for transformational activities.

| Selling, general, and administrative ("SG&A") | | | $ | 981,704 | | | | | $ | 868,247 | | | | | $ | 832,753 | | | | | $ | 113,457 | | | | | 13.1 | | % | | | | $ | 35,494 | | | | | 4.3 | | % |

The increase in SG&A expense during fiscal year 2025 compared to fiscal year 2024 was primarily driven by an increase of $112 million in employee-related costs as a result of increased headcount.

The increase in SG&A expense during fiscal year 2024 compared to fiscal year 2023 was primarily driven by an increase of $30 million in transformational activity spend.

Restructuring Charges, Net

As of June [removed: 29, 2025,] [added: 28, 2026,] we had [removed: $4.5] [added: $3.75] billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of [removed: $3.9] [added: $3.16] billion.

The fair value of our [added: Senior] Notes is subject to interest rate risk and market risk.

Generally, the fair value of [added: Senior] Notes will increase as interest rates fall and decrease as interest rates rise.

The interest and market value changes affect the fair value of our [added: Senior] Notes but do not impact our financial position, cash flows, or results of operations due to the fixed nature of the debt obligations.

We do not carry the [added: Senior] Notes at fair value but present the fair value of the principal amount of our [added: Senior] Notes for disclosure purposes.

The option contracts include collars, an option strategy that is comprised of a combination of a purchased put option and a written call option with the [removed: same expiration dates and notional amounts but with different strike prices.]

We also enter into foreign currency forward contracts to [removed: hedge] [added: offset] the gains and losses generated by the remeasurement of certain non-U.S.-dollar denominated monetary assets and liabilities, primarily cash, third-party accounts receivable, accounts payable, and intercompany receivables and payables.

The change in fair value of these balance sheet [removed: hedge contracts] [added: derivative instruments] is recorded into earnings as a component of other income (expense), net, and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities also recorded in other income (expense), net, assuming the [removed: hedge contract] [added: derivative instruments] fully [removed: covers] [added: cover] the [removed: hedged items.][added: value of the foreign currency denominated monetary assets and liabilities.]

The unrealized [removed: gain] [added: loss] of our outstanding forward and option contracts that are designated as cash flow hedges, as of June [removed: 29, 2025,] [added: 28, 2026,] and the change in fair value of these cash flow hedges assuming a hypothetical foreign currency exchange rate movement of plus or minus 10 percent and plus or minus 15 percent are not significant.

The unrealized loss of our [removed: outstanding foreign currency forward contracts that are designated as] balance sheet [removed: hedges,] [added: derivative instruments] as of June [removed: 29, 2025,] [added: 28, 2026,] and the change in fair value of these [removed: balance sheet hedges,] [added: contacts,] assuming a hypothetical foreign currency exchange rate movement of plus or minus 10 percent and plus or minus 15 percent are not significant.

These changes in fair values would be offset in other income (expense), net, by corresponding changes [removed: in fair values of the] [added: remeasurement gains or losses on] foreign currency denominated monetary assets and liabilities, assuming the [removed: hedge contract] [added: derivative instruments] fully [removed: covers] [added: cover] the [removed: intercompany] [added: value of the foreign currency denominated monetary assets] and [removed: trade receivable balances.][added: liabilities.]

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

same expiration dates and notional amounts but with different strike prices.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

Several factors create opportunity for sustainable differentiation for us: (i) our focus on research and development, with several on-going programs relating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with semi-ecosystem partners, including our close-to-customer focus; (iv) our ability to [removed: identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.]

| Market | | | | | | Process/Application | | | | | | Technology | | | | | | Products | | | [added: | | |]

| Deposition | | | | | | Metal Films | | | | | | Electrochemical Deposition (“ECD”) (Copper & Other) | | | | | | SABRE® family | | | [added: | | |]

| | | | | | | | | | Chemical Vapor Deposition (“CVD”) Atomic Layer Deposition (“ALD”) (Tungsten & Molybdenum) | | | | | | ALTUS® family | | | | | | [added: | | |]

| | | | Dielectric Films | | | | | | Plasma-enhanced CVD (“PECVD”) ALD [removed: Gapfill High-Density Plasma CVD (“HDP-CVD”)] | | | | | | VECTOR® family Striker® family [removed: SPEED® family] | | | | | | [added: | | |]

| Etch | | | | | | Conductor Etch | | | | | | Reactive Ion Etch | | | | | | Kiyo® [removed: family,] [added: family] Versys® Metal family [added: Akara® family] | | | [added: | | |]

| | | | Dielectric Etch | | | | | | Reactive Ion Etch | | | | | | Flex® family Vantex® family | | | | | | [added: | | |]

| | | | Through-silicon Via (“TSV”) Etch | | | | | | Deep Reactive Ion Etch | | | | | | Syndion® family | | | | | | [added: | | |]

| Clean | | | | | | Wafer Cleaning | | | | | | Wet Clean | | | | | | EOS®, DV-Prime®, Da Vinci®, SP Series [added: families] | | | [added: | | |]

| | | | Bevel Cleaning | | | | | | Dry Plasma Clean | | | | | | Coronus® family | | | | | | [added: | | |]

Our ALD technologies are used in the [added: metal] deposition of barrier films to achieve high step coverage with [removed: reduced thickness at lower temperatures] [added: precise composition control] relative to a conventional process.

System capabilities include [removed: cobalt deposition for logic applications and] copper deposition directly on various liner materials, which is important for next-generation metallization [removed: schemes.][added: schemes and cobalt deposition for logic applications.]

For advanced packaging applications, such as forming conductive bumps, redistribution layers, TSV [removed: filing,] [added: filling,] and wafer level bonding, the SABRE® 3D family combines Lam’s SABRE Electrofill® technology with additional innovation to deliver the high-quality films needed at high productivity.

[removed: SPEED®] [added: Akara®] Product Family

[removed: The latest memory,] [added: Advanced] logic, [added: memory,] and imaging devices require [removed: extremely thin, highly] [added: high quality] conformal dielectric films for continued device performance [removed: improvement] and [removed: scaling.][added: area scaling, that can be addressed by ALD process.]

[removed: For example,] [added: The Striker® single-wafer] ALD [removed: films are critical for] [added: products provide dielectric film solutions spanning a wide range of applications including] low-k spacers for [added: capacitance scaling tied to] device [removed: power consumption/speed,] [added: speed, void] dielectric gapfills in high aspect ratio features for isolation and device performance, [removed: as well as for spacer-based multiple] [added: high modulus] patterning [removed: schemes where the spacers] [added: spacer materials that] help define critical [removed: dimensions.][added: dimensions in the multiple patterning schemes.]

Plasma etch processes used to remove silicon [removed: and other materials] deep into the wafer are collectively referred to as deep silicon etch.

These may be deep trenches for CMOS image sensors, trenches for power [removed: and other] devices, TSVs for [removed: HBM and advanced] packaging, and other high aspect ratio features.

To enable these critical etch steps, the Versys® Metal product family provides high-productivity capability on a flexible [added: platform.]

For advanced WLP, the wet clean steps used between processes that form the package and external wiring have surprisingly complex [removed: requirements.]

All references to fiscal years apply to our fiscal years, which ended June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023.][added: 30, 2024.]

Refer to [Note [removed: 19](#i741682724a1a48e58764141f1ff950bd_139)] [added: 19](#i95ad399254054df79c82b5a322a4d3fd_139)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2025] [added: 2026] Form 10-K, for the attribution of revenue by geographic region.

Refer to [Note [removed: 19](#i741682724a1a48e58764141f1ff950bd_139)] [added: 19](#i95ad399254054df79c82b5a322a4d3fd_139)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2025] [added: 2026] Form 10-K, for information concerning the geographic locations of long-lived assets.

Refer to [Note [removed: 9](#i741682724a1a48e58764141f1ff950bd_109)] [added: 9](#i95ad399254054df79c82b5a322a4d3fd_109)] of our Consolidated Financial Statements, included in Part II, Item 8 of this report, for information concerning customer concentrations.

Our most significant customers during the fiscal years ending June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023] [added: 30, 2024] included [added: Micron Technology, Inc.,] Samsung Electronics Company, [removed: Ltd.] [added: Ltd., SK hynix Inc.,] and Taiwan Semiconductor Manufacturing Company.

Refer to [Note [removed: 17](#i741682724a1a48e58764141f1ff950bd_133)] [added: 17](#i95ad399254054df79c82b5a322a4d3fd_133)] of our Consolidated Financial Statements, included in Part II, Item 8 of this report, for further information concerning our outsourcing commitments, reported as a component of purchase obligations.

[removed: We] [added: For certain of these products, we] are engaged in efforts to obtain and qualify alternative sources [removed: to] [added: of] supply [removed: these products] and in some [removed: circumstances] [added: circumstances,] protect against potential supply challenges by carrying inventory in excess of current need.

Each of these [added: laws, rules, and] regulations imposes costs on our [removed: business] [added: business, including financial costs] and [removed: has the potential to divert] our management’s [removed: time and] attention [removed: from revenue-generating and other profit maximizing activities to those] associated with compliance.

Efforts to comply with new and changing regulations have resulted in, and are likely to continue to result in, [removed: decreased] [added: reduced] net [removed: income and] [added: income,] increased capital [removed: expenditures.][added: expenditures, and a diversion of management’s time and attention from revenue-generating activities to compliance activities.]

If we are alleged or found by a court or regulatory agency not to be in compliance with [added: the laws,] regulations, [removed: we may be subject to fines, restrictions on our actions, reputational damage, and harm to our competitive position, and] [added: or standards,] our business, financial condition, [added: competitive position,] and/or [removed: results of operations could be adversely affected.]

For additional details, please refer to “Legal, Regulatory and Tax Risks – We Are Exposed to Various Risks from Our Regulatory Environment” [added: and “Legal, Regulatory and Tax Risks – Intellectual Property, Indemnity, Misuse of Third-Party Information, and Other Claims Against Us Can Be Costly and We Could Lose Significant Rights That Are Necessary to Our Continued Business and Profitability”] in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

Regulations that impact trade, including tariffs, export controls, [added: additional] taxes, trade barriers, sanctions, the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, [removed: have the potential to] [added: and any reciprocal retaliatory actions, can] increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, [added: disrupt our supply chain operations,] or inhibit our ability to sell products or [removed: purchase necessary equipment and supplies,] [added: provide services, all of] which [added: has had and in the future] could have a material adverse effect on our business, results of operations, or financial condition.

For additional details regarding the impacts of compliance with [removed: trade] [added: environmental] laws and regulations, please refer to [removed: “Business] [added: “Legal, Regulatory] and [removed: Operational] [added: Tax] Risks – [added: Increasing and Evolving Environmental Regulations May Adversely Affect] Our [added: Operating Results” in [Item 1A: Risk Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

[added: For additional details regarding the impacts of compliance with trade laws and regulations, please refer to “Business and Operational Risks – Our] Future Success Depends Heavily on International Sales and the Management of Global Operations” and “Legal, Regulatory and Tax Risks – Our Sales to Customers in China, a Significant Region for Us, Have Been Impacted, and are Likely to be Materially and Adversely Affected by Export License Requirements and Other Regulatory Changes, or Other Governmental Actions in the Course of the Trade Relationship Between the U.S. and China” in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

For additional details regarding the impacts of compliance with tax laws and regulations, please refer to “Legal, Regulatory and Tax Risks – Our Financial Results May Be Adversely Impacted by Higher than Expected Tax Rates or Exposure to Additional Tax Liabilities” in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

For additional details regarding the impacts of regulations on acquisitions or dispositions we may attempt, please refer to “Business and Operational Risks – If We Choose to Acquire or Dispose of Businesses, Product Lines, and Technologies, We May Encounter Unforeseen Costs and Difficulties That Could Impair Our Financial Performance” in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

For additional details regarding the impacts of compliance with [removed: environmental] laws and [removed: regulations,] [added: regulations related to PFAS,] please refer to [removed: “Legal, Regulatory] [added: “Business] and [removed: Tax] [added: Operational] Risks – [removed: Increasing] [added: Disruptions to Our Supply Chain] and [removed: Evolving Environmental Regulations May] [added: Outsource Providers Could Impact Our Ability to Meet Demand, Increase Our Costs, and] Adversely [removed: Affect] [added: Impact] Our [removed: Operating Results”] [added: Revenue and Results of Operations”] in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

Our Global Impact Report for calendar year [removed: 2024] [added: 2025] details, among other items, a number of ESG goals.

There have been no material impacts to capital expenditures or our results of operations associated with this goal, and there are no material cash commitments associated with the goal as of the fiscal year ended June [removed: 29, 2025.][added: 28, 2026.]

[removed: We] must also continue to meet the expectations of our installed base of customers through the delivery of high-quality and cost-efficient spare parts in the presence of competition from third-party spare parts providers.

Demand for electronic systems supporting artificial intelligence, cloud infrastructure, communications, automotive, industrial and other intelligent systems is driving the need for high performance, energy efficient and highly integrated semiconductor devices.

To meet these requirements, semiconductor manufacturers are adopting vertical scaling approaches, including three-dimensional (“3D”) architecture, more sophisticated patterning schemes, new materials, and advanced integration approaches, as traditional two-dimensional scaling is becoming more challenging.

These technology inflections are increasing manufacturing complexity and precision requirements in the production of semiconductors driving demand for our advanced semiconductor fabrication technologies and services.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.

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

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

| | | | Selective Etch | | | | | | Selective Etch | | | | | | Argos® family Prevos® family Selis® family | | | | | | | | |

| Dry Resist | | | | | | Photoresist and Pattern Transfer | | | | | | Extreme ultraviolet (“EUV”) lithography and Numerical Aperture EUV lithography | | | | | | Aether® family | | | | | |

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

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

Striker® ALD products deliver targeted high quality dielectric films with excellent productivity and defect performance needed for these applications, through process and hardware innovations.

Advanced conductor etch processes enable precise patterning of complex 3D semiconductor structures at angstrom-scale dimensions.

Our Akara® product family delivers a high degree of process control for next-generation logic and memory devices, including gate-all-around architectures and advanced DRAM and NAND nodes.

Akara® incorporates proprietary plasma technologies, to enhance etch precision, selectivity, and defect control.

Integrated with Lam’s Sense.i® platform and Equipment Intelligence® solutions, Akara® is designed to support high-volume manufacturing, improve yield, and reduce overall cost of ownership.

Argos®, Prevos®, and Selis® Product Families

Selective etch processes enable the removal of targeted materials from wafer surfaces while preserving adjacent materials and are used in the fabrication of advanced logic and memory devices that require precise control at nanoscale dimensions.

Semiconductor device architectures continue to evolve to address increasing requirements for device density, performance, and energy efficiency, including transitions from FinFET‑based logic devices to gate‑all‑around and nanosheet structures, and from planar to three‑dimensional memory architectures.

These transitions require manufacturing processes capable of selectively and uniformly removing materials in three dimensions, increasing the importance of process control and selectivity to avoid damage to neighboring or underlying layers as device structures become more complex.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

requirements.

Dry Resist Process and Product Family

Dry EUV resist technology is a patterning approach used in advanced semiconductor device manufacturing that enables both increases in device scaling and pattern density as well as reductions in cost and complexity.

In contrast to conventional wet-spin processing, dry resist films are formed through gas-phase deposition, resulting in superior molecular purity and image fidelity with less environmental impact.

An additional advantage, unique to dry resist technology, is its ability to create customized mixtures, layers, and gradients within the film itself, further enhancing pattern fidelity and device yield, and reducing overall lithography process running costs.

Following EUV exposure, latent device images in the dry resist film are also developed using a completely dry process, eliminating the possibility of pattern distortions and collapse which are common in wet spin processing.

By eliminating liquid chemicals, dry EUV resist processing provides the semiconductor device industry with the most capable and beneficial EUV patterning processes.

Aether® Product Family

Aether® enables vacuum‑based formation of resist underlayers and films and utilizes dry development processes to improve pattern fidelity at small pitch dimensions.

Increasing demand for energy‑ and compute‑intensive applications continues to drive the need for higher memory density and lower cost per bit, for which industry adoption of EUV lithography is an important enabler.

Lam’s dry photoresist technologies support the patterning process from resist application and stack formation through pattern transfer, integrating with subsequent etch and cleaning steps used in device fabrication.

Dry processing also reduces the use of liquid chemicals and energy compared to conventional wet resist processes.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

As a public company with global operations, we are subject to the laws of multiple jurisdictions and the rules and regulations of various governing bodies, including, but not limited to, those related to import and export controls and other trade restrictions, national and economic security (including receipt or use of designated technologies), intellectual property rights, taxes, financial and other disclosures, corporate governance, data protection, privacy, anti-corruption, such as the Foreign Corrupt Practices Act and other local laws prohibiting corrupt payments to governmental officials, anti-boycott, compliance, conflict minerals or other social responsibility legislation, immigration or travel regulations, antitrust regulations, foreign ownership and investment, employment and labor, product and manufacturing regulations, environmental, health, and safety requirements, human rights, and laws or regulations relating to carbon emissions, such as the recent reporting requirements imposed by the State of California that require companies to provide climate-related disclosures, as well as other laws or regulations imposed in response to climate change concerns, among others.

As we seek to expand our operations into new jurisdictions, grow our business in existing jurisdictions, or as laws, regulations, and standards, or the interpretation or enforcement of such laws, regulations, and standards, evolve, the scope and complexity of our compliance obligations may increase.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

results of operations could be adversely affected.

Proposed regulations under consideration could require that we transition away from the usage of products containing a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which could adversely impact our business, operations, revenue, costs, and competitive position.

Demand from cloud computing (the “Cloud”), artificial intelligence, 5G, the Internet of Things (“IoT”), and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.

At the same time, there are growing technical challenges with traditional two-dimensional scaling.

These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical scaling strategies like three-dimensional (“3D”) architecture as well as multiple patterning to enable shrinks.

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

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

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

Dielectric gapfill processes deposit critical insulation layers between conductive and/or active areas by filling openings of various aspect ratios between conducting lines and between devices.

With advanced devices, the structures being filled can be very tall and narrow.

As a result, high-quality dielectric films are especially important due to the ever-increasing possibility of cross-talk and device failure.

Our SPEED*®* HDP-CVD products provide a multiple dielectric film solution for high-quality gapfill with industry-leading throughput and reliability.

SPEED*®* products have excellent particle performance, and their design allows large batch sizes between cleans and faster cleans.

These applications have little tolerance for voids and even the smallest defect.

The Striker® single-wafer ALD products provide dielectric film solutions for these challenging requirements through application-specific material, process and hardware options that deliver film technology and defect performance.

These are created by etching through multiple materials sequentially, where each new material involves a change in the etch process.

platform.

As a public company with global operations, we are subject to a variety of governmental regulations across multiple jurisdictions, including those related to export controls, financial and other disclosures, corporate governance, anti-trust, intellectual property, privacy, anti-bribery, anti-corruption, anti-boycott, tax, tariffs, labor, health and safety, conflict minerals, human trafficking, the management of hazardous materials, and carbon emissions, among others.

Environmental, Social, and Governance

We strive to incorporate environmental, social and governance ("ESG") considerations into everything we do – from our operations and workplace practices, to how we source our materials and design our products.

Refer to [Item 1A: Risk Factors](#i741682724a1a48e58764141f1ff950bd_16) for a discussion of risks and uncertainties we face related to ESG.

multiple customers, thus restricting the sales of equipment and spare parts by U.S. equipment suppliers.

We endeavor to be a great place to work globally by investing in a multi-faceted strategy that is rooted in building an inclusive workplace.

To support our employees, we tailor our programs to meet the unique cultural needs and priorities within different regions around the world.

| Seshasayee (Sesha) Varadarajan | | | | | | 50 | | | | | | Senior Vice President, Global Products Group | | |

He also serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain.

From 2020 to 2022, Mr. Archer served as chairman of the board for the National GEM Consortium, a nonprofit organization that is dedicated to increasing the participation of underrepresented groups at the master’s and doctoral levels in engineering and science.

Patrick J.

In this role, Dr. Lord is responsible for several functions including, Global Operations; Customer Support; Global Quality; Environmental Health and Safety; Global Government Affairs and Trade; Information Technology; Cybersecurity; and Global Resilience, Security, and Transformation.

Dr. Lord previously served as executive vice president of CSBG and Global Operations from September 2020 to February 2023; and senior vice president and general manager of CSBG from December 2016 to September 2020.

Prior to that, Dr. Lord held the position of group vice president and deputy general manager of the Global Products Group from September 2013 to December 2016.

He served as the head of the Direct Metals, GapFill, Surface Integrity Group, and Integrated Metals (“DGSI”) Business Units between June 2012 and September 2013.

Prior to our acquisition of Novellus in June 2012, Dr. Lord was senior vice president and general manager of the DGSI Business Units at Novellus.

Additionally, Dr. Lord held the position of senior vice president of Business Development and Strategic Planning.

He joined Novellus in 2001 and held a number of other positions, including senior vice president and general manager of the CMP Business Unit, senior director of Business Development, senior director of Strategic Marketing, and acting vice president of Corporate Marketing.

Before joining Novellus, Dr. Lord spent six years at KLA-Tencor in various product marketing and management roles.

He earned his Ph.D., M.S., and B.S. degrees in mechanical engineering from the Massachusetts Institute of Technology.

Sales Operations.

Sesha Varadarajan is our senior vice president of the Global Products Group, a position he has held since March 2023.

Please refer to the subsection [removed: entities] [added: entitled] “Legal Proceedings” within [Note 17: Commitments and [removed: Contingencies](#i741682724a1a48e58764141f1ff950bd_133)] [added: Contingencies](#i95ad399254054df79c82b5a322a4d3fd_133)] to our Consolidated Financial Statements included in Part II, Item 8 of this [removed: 2025] [added: 2026] Form 10-K.

For the fiscal year ended June [removed: 29, 2025][added: 28, 2026]

Commission file number: [removed: 0-12933][added: 000-12933]

[added: |] Securities registered pursuant to Section 12(g) of the Act: [added: | | |]

[added: |] None [added: | | |]

[added: |] (Title of class) [added: | | |]

See the definitions of “large accelerated filer,” “accelerated [removed: filer”,] [added: filer,”] “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December [removed: 29, 2024,] [added: 28, 2025,] the last business day of the [added: Registrant’s] most recently completed second fiscal quarter, was [removed: $76,867,228,862.][added: $178,309,002,956.]

Common Stock held by each [removed: officer and director] [added: executive officer, director,] and [removed: by each] person who owns [removed: 5% or] more [added: than 5%] of the outstanding Common Stock has been excluded from this computation based on the assumption that such persons may be deemed to be affiliates.

As of August [removed: 7, 2025,] [added: 4, 2026,] the Registrant had [removed: 1,265,621] [added: 1,251,321] thousand outstanding shares of Common Stock.

Parts of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about November [removed: 4, 2025,] [added: 3, 2026,] are incorporated by reference into Part III of this [added: Annual Report on] Form 10-K.

[removed: 2025] [added: 2026] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#i741682724a1a48e58764141f1ff950bd_13)] [added: [Business](#i95ad399254054df79c82b5a322a4d3fd_13)] | | | [removed: [3](#i741682724a1a48e58764141f1ff950bd_13)] [added: [4](#i95ad399254054df79c82b5a322a4d3fd_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16)] [added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16)] | | | [removed: [12](#i741682724a1a48e58764141f1ff950bd_16)] [added: [13](#i95ad399254054df79c82b5a322a4d3fd_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i741682724a1a48e58764141f1ff950bd_19)] [added: Comments](#i95ad399254054df79c82b5a322a4d3fd_19)] | | | [removed: [25](#i741682724a1a48e58764141f1ff950bd_19)] [added: [28](#i95ad399254054df79c82b5a322a4d3fd_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i741682724a1a48e58764141f1ff950bd_22)] [added: [Cybersecurity](#i95ad399254054df79c82b5a322a4d3fd_22)] | | | [removed: [25](#i741682724a1a48e58764141f1ff950bd_22)] [added: [28](#i95ad399254054df79c82b5a322a4d3fd_22)] | | |

| Item 2. | | | [removed: [Properties](#i741682724a1a48e58764141f1ff950bd_25)] [added: [Properties](#i95ad399254054df79c82b5a322a4d3fd_25)] | | | [removed: [26](#i741682724a1a48e58764141f1ff950bd_25)] [added: [29](#i95ad399254054df79c82b5a322a4d3fd_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i741682724a1a48e58764141f1ff950bd_28)] [added: Proceedings](#i95ad399254054df79c82b5a322a4d3fd_28)] | | | [removed: [26](#i741682724a1a48e58764141f1ff950bd_28)] [added: [29](#i95ad399254054df79c82b5a322a4d3fd_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i741682724a1a48e58764141f1ff950bd_31)] [added: Disclosures](#i95ad399254054df79c82b5a322a4d3fd_31)] | | | [removed: [26](#i741682724a1a48e58764141f1ff950bd_31)] [added: [29](#i95ad399254054df79c82b5a322a4d3fd_31)] | | |

| [Part [removed: II.](#i741682724a1a48e58764141f1ff950bd_34)] [added: II.](#i95ad399254054df79c82b5a322a4d3fd_34)] | | | | | | | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i741682724a1a48e58764141f1ff950bd_37)] [added: Securities](#i95ad399254054df79c82b5a322a4d3fd_37)] | | | [removed: [27](#i741682724a1a48e58764141f1ff950bd_37)] [added: [30](#i95ad399254054df79c82b5a322a4d3fd_37)] | | |

| Item 6. | | | [removed: \[[Reserved](#i741682724a1a48e58764141f1ff950bd_40)\]] [added: \[[Reserved](#i95ad399254054df79c82b5a322a4d3fd_40)\]] | | | [removed: [29](#i741682724a1a48e58764141f1ff950bd_40)] [added: [32](#i95ad399254054df79c82b5a322a4d3fd_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i741682724a1a48e58764141f1ff950bd_43)] [added: Operations](#i95ad399254054df79c82b5a322a4d3fd_43)] | | | [removed: [29](#i741682724a1a48e58764141f1ff950bd_46)] [added: [32](#i95ad399254054df79c82b5a322a4d3fd_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i741682724a1a48e58764141f1ff950bd_58)] [added: Risk](#i95ad399254054df79c82b5a322a4d3fd_58)] | | | [removed: [36](#i741682724a1a48e58764141f1ff950bd_58)] [added: [39](#i95ad399254054df79c82b5a322a4d3fd_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i741682724a1a48e58764141f1ff950bd_61)] [added: Data](#i95ad399254054df79c82b5a322a4d3fd_61)] | | | [removed: [37](#i741682724a1a48e58764141f1ff950bd_61)] [added: [41](#i95ad399254054df79c82b5a322a4d3fd_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i741682724a1a48e58764141f1ff950bd_151)] [added: Disclosure](#i95ad399254054df79c82b5a322a4d3fd_148)] | | | [removed: [70](#i741682724a1a48e58764141f1ff950bd_151)] [added: [74](#i95ad399254054df79c82b5a322a4d3fd_148)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i741682724a1a48e58764141f1ff950bd_154)] [added: Procedures](#i95ad399254054df79c82b5a322a4d3fd_151)] | | | [removed: [70](#i741682724a1a48e58764141f1ff950bd_154)] [added: [74](#i95ad399254054df79c82b5a322a4d3fd_151)] | | |

| Item 9B. | | | [Other [removed: Information](#i741682724a1a48e58764141f1ff950bd_157)] [added: Information](#i95ad399254054df79c82b5a322a4d3fd_154)] | | | [removed: [70](#i741682724a1a48e58764141f1ff950bd_157)] [added: [74](#i95ad399254054df79c82b5a322a4d3fd_154)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i741682724a1a48e58764141f1ff950bd_163)] [added: Inspection](#i95ad399254054df79c82b5a322a4d3fd_160)] | | | [removed: [71](#i741682724a1a48e58764141f1ff950bd_163)] [added: [75](#i95ad399254054df79c82b5a322a4d3fd_160)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i741682724a1a48e58764141f1ff950bd_169)] [added: Governance](#i95ad399254054df79c82b5a322a4d3fd_166)] | | | [removed: [72](#i741682724a1a48e58764141f1ff950bd_169)] [added: [76](#i95ad399254054df79c82b5a322a4d3fd_166)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i741682724a1a48e58764141f1ff950bd_172)] [added: Compensation](#i95ad399254054df79c82b5a322a4d3fd_169)] | | | [removed: [72](#i741682724a1a48e58764141f1ff950bd_172)] [added: [76](#i95ad399254054df79c82b5a322a4d3fd_169)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i741682724a1a48e58764141f1ff950bd_175)] [added: Matters](#i95ad399254054df79c82b5a322a4d3fd_172)] | | | [removed: [72](#i741682724a1a48e58764141f1ff950bd_175)] [added: [76](#i95ad399254054df79c82b5a322a4d3fd_172)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i741682724a1a48e58764141f1ff950bd_178)] [added: Independence](#i95ad399254054df79c82b5a322a4d3fd_175)] | | | [removed: [72](#i741682724a1a48e58764141f1ff950bd_178)] [added: [76](#i95ad399254054df79c82b5a322a4d3fd_175)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i741682724a1a48e58764141f1ff950bd_181)] [added: Services](#i95ad399254054df79c82b5a322a4d3fd_178)] | | | [removed: [72](#i741682724a1a48e58764141f1ff950bd_181)] [added: [76](#i95ad399254054df79c82b5a322a4d3fd_178)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i741682724a1a48e58764141f1ff950bd_187)] [added: Schedules](#i95ad399254054df79c82b5a322a4d3fd_184)] | | | [removed: [73](#i741682724a1a48e58764141f1ff950bd_187)] [added: [77](#i95ad399254054df79c82b5a322a4d3fd_184)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i741682724a1a48e58764141f1ff950bd_190)] [added: Summary](#i95ad399254054df79c82b5a322a4d3fd_187)] | | | [removed: [73](#i741682724a1a48e58764141f1ff950bd_190)] [added: [77](#i95ad399254054df79c82b5a322a4d3fd_187)] | | |

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on [removed: information currently] [added: our current beliefs, expectations,] and [removed: reasonably known to us.][added: assumptions about future events.]

[removed: We] [added: Except as required by law, we] do not undertake any obligation to [removed: release the results of any revisions to] [added: revise or update] these forward-looking [removed: statements, which may be made to reflect] [added: statements as a result of] events or circumstances that occur after the date of this report or to reflect the occurrence or effect of anticipated or unanticipated [removed: events.][added: events.]

| | | |

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

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| [Part I.](#i95ad399254054df79c82b5a322a4d3fd_10) | | | | | | | | |

| [Part III.](#i95ad399254054df79c82b5a322a4d3fd_163) | | | | | | | | |

| [Part IV.](#i95ad399254054df79c82b5a322a4d3fd_181) | | | | | | | | |

| [Exhibit Index](#i95ad399254054df79c82b5a322a4d3fd_190) | | | | | | [78](#i95ad399254054df79c82b5a322a4d3fd_190) | | |

| [Signatures](#i95ad399254054df79c82b5a322a4d3fd_193) | | | | | | [81](#i95ad399254054df79c82b5a322a4d3fd_193) | | |

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

This Annual Report on Form 10-K (“Form 10-K” or “2026 Form 10-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical fact contained in this report are forward-looking statements.

In some cases, forward-looking statements can be identified by words such as “aim,” “accelerate,” “anticipate,” “assume,” “believe,” “become,” “continue,” “can,” “commit,” “could,” “drive,” “estimate,” “focus,” “forecast,” “goal,” “grow,” “target,” “expect,” “increase,” “intend,” “likely,” “may,” “maintain,” “objective,” “ongoing,” “opportunity,” “pipeline,” “plan,” “possible,” “potential,” “predict,” “probable,” “progress,” “project,” “scale,” “seek,” “should,” “strategy,” “sustain,” “transition,” “will,” “work,” “would,” or variations of these words or other similar expressions.

However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Forward-looking statements in this report include, but are not limited to, statements concerning: our future results of operations and financial condition; our commitment to driving semiconductor breakthroughs; trends related to demand for electronic systems, including for high performance, energy efficient and highly integrated semiconductor devices, semiconductor manufacturer adoption of vertical scaling and advanced integration approaches, technology inflections, including increasing manufacturing complexity and precision requirements, and demand for our technologies and services; our belief regarding our position in deposition, etch, and clean markets and perceived opportunities for sustainable differentiation for us due to several specified factors; the performance and benefits of our products and services; trends related to increasing requirements for semiconductor device density, performance, and energy efficiency and demand for energy- and compute-intensive applications and related effects; our research and development strategy, and beliefs and expectations regarding perceived opportunities and continued investments in research and development; our efforts to maintain relationships with customers; customers continuing to establish joint ventures, alliances, and licensing arrangements and related effects on our competitive position and market opportunities; our beliefs regarding our third-party outsourcing arrangements and our ability to manage related risks; our efforts to comply with new and changing regulations and efforts to grow our business; our acquisition strategy; our environmental, social and governance (“ESG”) goals and targets; our efforts to compete in the markets we serve, to strengthen and enhance our products and services, and to maintain customer service and support; our ability to succeed in the marketplace and the implications of a semiconductor manufacturer selecting and qualifying a supplier’s equipment; our ability to continue to meet the expectations of our customers in the presence of competition and our expectations regarding our competitors’ performance; our intellectual property strategy; our approach to human capital and employment, recruitment and development activities; our environmental health and safety (“EHS”) goals and certifications; our belief regarding the condition of our facilities; our capital allocation strategy, including our intention to pay quarterly dividends, our focus to return a portion of our free cash flow to stockholders over time through dividends and share repurchases, and expected sources of funds for capital return activities; continued growth of wafer fabrication investment in calendar year 2026, including the role of the artificial intelligence (“AI”) market in driving higher spending across both the memory and non-memory market segments; our belief regarding demand for semiconductors and technology inflections in the semiconductor industry driving sustainable growth and increasing served available market for our products and services in the deposition, etch, and clean businesses; customer investments driving demand for our products and services; beliefs, estimates, and assumptions relating to our significant accounting policies, including with respect to revenue recognition, inventory valuation, and income taxes; our expectations regarding the sufficiency of our liquidity to support our anticipated business activities through the next twelve months based on anticipated cash flows and our current business outlook; the use of net proceeds from the commercial paper Program; our ability to access the capital markets; the dependence of our liquidity on our future revenues and ability to manage costs; off-balance sheet arrangements and contractual obligations; expectations regarding deferred revenue; estimates and expectations regarding equity-based compensation plans; our evaluation, expectations, and beliefs regarding deferred income taxes and carryforwards; our evaluation of uncertain tax positions and related effects if recognized; financial instruments and related fair value estimates and assumptions, and credit concentration risks; obligations under our deferred compensation plans; commitments and contingencies, including our beliefs regarding the materiality of legal proceedings and probability of a material loss; and other statements included in Part I, Item 1, “Business,” Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-K.

These forward-looking statements are not a guarantee of future performance and involve a number of risks, uncertainties, and other factors that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed or implied in this Form 10-K.

Such risks, uncertainties, and other factors include, among others, the following:

- our assumptions related to continued expansion of the wafer fabrication equipment market, growth of deposition and etch intensity, and scaling of our operating framework may prove invalid;

- business, economic, political and/or regulatory conditions in the consumer electronics industry, including wafer fabrication equipment spending, the semiconductor industry and the overall economy may deteriorate or change;

- the actions, performance, or investment levels of our customers and competitors may be inconsistent with our expectations;

- customer and product mix, including across market segments and geographical regions, may change;

- we may be unable to effectively manage and implement pricing actions, realize the value of our products and technology, successfully commercialize new products and technologies, or execute on perceived opportunities;

- we may be unable to achieve anticipated operational, manufacturing, supply chain, procurement, and scale efficiencies;

- customer technology transitions, capacity expansions, and fab construction projects may have different timing or be less successful than we expect;

- we may be unable to manage operating expenses effectively while continuing to invest in research and development, product innovation, customer support, and future growth opportunities;

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

- trade regulations, export controls, tariffs, trade disputes, and other geopolitical developments may inhibit our ability to sell our products;

- supply chain cost increases, tariffs, and other inflationary pressures have impacted and may continue to impact our profitability;

- supply chain disruptions or manufacturing capacity constraints may limit our ability to manufacture and sell our products;

- natural and human-caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; and

- the other factors described in Part I, Item 1, “Business,” Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of this Form 10-K and other documents we file from time to time with the Securities and Exchange Commission (“SEC”), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K.

You should evaluate all forward-looking statements made in this Form 10-K in the context of these risks, uncertainties, and other factors.

_______________________

| [Part I.](#i741682724a1a48e58764141f1ff950bd_10) | | | | | | | | |

| [Part III.](#i741682724a1a48e58764141f1ff950bd_166) | | | | | | | | |

| [Part IV.](#i741682724a1a48e58764141f1ff950bd_184) | | | | | | | | |

| [Exhibit Index](#i741682724a1a48e58764141f1ff950bd_193) | | | | | | [74](#i741682724a1a48e58764141f1ff950bd_193) | | |

| [Signatures](#i741682724a1a48e58764141f1ff950bd_196) | | | | | | [77](#i741682724a1a48e58764141f1ff950bd_196) | | |

With the exception of historical facts, the statements contained in this discussion are forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995.

Certain, but not all, of the forward-looking statements in this report are specifically identified as forward-looking, by use of phrases and words such as “believe,” “estimated,” “anticipate,” “expect,” “probable,” “intend,” “plan,” “aim,” “may,” “should,” “could,” “would,” “will,” “continue,” and other future-oriented terms.

The identification of certain statements as “forward-looking” does not mean that other statements not specifically identified are not forward-looking.

Forward-looking statements include, but are not limited to, statements that relate to: trends and opportunities in the global economic environment; trends and opportunities in the semiconductor industry, including in the end markets and applications for semiconductors, in device complexity, and in the complexity of device manufacturing; growth or decline in the industry and the market for, and spending on, wafer fabrication equipment; the anticipated levels of, and rates of change in, margins, market share, served available market, capital expenditures, research and development expenditures, international sales, revenue (actual and/or deferred), operating expenses and earnings generally; management’s plans and objectives for our current and future operations and business focus; restructuring activities; business process improvements and initiatives; volatility in our quarterly results; the makeup of our customer base; customer and end user requirements and our ability to satisfy those requirements; the performance and benefits of our products and services; customer spending and demand for our products and services, and the reliability of indicators of change in customer spending and demand; the effect of variability in our customers’ business plans or demand for our products and services; our competition, and our ability to defend our market share and to gain new market share; the success of joint development and collaboration relationships with customers, suppliers, or others; outsourced activities; our supply chain and the role of suppliers in our business, including the impacts of supply chain constraints and material costs; our leadership and competency, and our ability to facilitate innovation; our research and development programs; the opportunities in our industry for, and our ability to create sustainable differentiation; technology inflections in the industry and our ability to identify those inflections and to invest in research and development programs to meet them; our ability to deliver multi-product solutions; the resources invested to comply with evolving standards and the impact of such efforts; changes in state, federal and international tax laws, our estimated annual tax rate and the factors that affect our tax rates; legal and regulatory compliance; the estimates we make, and the accruals we record, in order to implement our critical accounting policies (including, but not limited to, the adequacy of prior tax payments, future tax benefits or liabilities, and the adequacy of our accruals relating to them); hedging transactions; debt or financing arrangements; our investment portfolio; our access to capital markets; uses of, payments of, and impact of interest rate fluctuations on, our debt; our intention to pay quarterly dividends and the amounts thereof, if any*;* our ability and intention to repurchase our shares; credit risks; controls and procedures; recognition or amortization of expenses; our ability to manage and grow our cash position; our ability to scale our operations to respond to changes in our business; our goals and initiatives with respect to environmental, social and governance matters, including emissions, and human capital; the value of our patents; the materiality of potential losses arising from legal proceedings; the probability of making payments under our guarantees; and the sufficiency of our financial resources or liquidity to support future business activities (including, but not limited to, operations, investments, debt service requirements, dividends, and capital expenditures).

Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value, and effect, including without limitation those discussed below under the heading “Risk Factors” within Item 1A and elsewhere in this report and other documents we file from time to time with the Securities and Exchange Commission (“SEC”), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K.

Such risks, uncertainties, and changes in condition, significance, value, and effect could cause our actual results to differ materially from those expressed in this report and in ways not readily foreseeable.

- the use of external service providers, where appropriate, to aid in assessing specific risks, [removed: providing] [added: provide] benchmarking data, [removed: providing] [added: provide] information regarding trends or recent regulatory changes applicable to our risk profile, or to test or otherwise assist with aspects of our security processes;

Our Board is responsible for overseeing our strategy and approach to addressing information security risks, including [removed: managing] [added: the management] and [removed: assessing] [added: assessment of] risks from cybersecurity threats, both directly and through the audit committee.

For additional information on certain risks associated with cybersecurity, please refer to “Our Business Relies on Technology, Data, Intellectual Property and Other Sensitive information That is Susceptible to Cybersecurity and Other Threats or Incidents” in [Item 1A: Risk [removed: Factors](#i741682724a1a48e58764141f1ff950bd_16).][added: Factors](#i95ad399254054df79c82b5a322a4d3fd_16).]

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

The Company owns the majority of the Fremont, Livermore, and Tualatin facilities, as well as the manufacturing facilities in [removed: Ohio] [added: Sherwood, Oregon; Ohio;] and Malaysia.

Our [removed: Villach] [added: Villach, Austria] facility is leased; the lease includes an option to renew the lease or purchase the facilities.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

Our Common Stock is traded on the Nasdaq Global Select MarketSM under the symbol “LRCX.” As of August [removed: 7, 2025,] [added: 4, 2026,] we had [removed: 325] [added: 305] stockholders of record.

During fiscal year [removed: 2025,] [added: 2026,] our quarterly dividend declared was [removed: $0.23] [added: $0.26] per share.

In May 2024, the Board of Directors authorized management to repurchase up to an additional [removed: $10.0] [added: $10.00] billion of Common Stock; this authorization supplements the remaining balance from any prior authorization.

On April 30, 2025, we entered into accelerated share repurchase agreements (the "April 2025 ASRs") with two financial institutions to repurchase a total of [removed: $500] [added: $500.0] million of Common Stock.

The total number of shares received under the April 2025 ASRs [removed: will be] [added: was] based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount.

| [removed: May 26, 2025 -] [added: Available balance as of] June 29, 2025 | | | [removed: 2,583] | | | | | | [removed: $] | [removed: 89.85] | | | | | [removed: 2,583] | | | | | | [removed: 7,517,184] [added: $] | [added: 7,517,184] | |

(3)Includes shares received at initial [added: or final] settlement of accelerated share repurchase agreements; see additional disclosures above regarding our accelerated share repurchase activity during the fiscal year.

(4)Average price paid per share presented is for the quarter ended June [removed: 29, 2025.][added: 28, 2026.]

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) for the five years ended June [removed: 29, 2025.][added: 28, 2026.]

[removed: ][added: ]

*$100 invested on June [removed: 28, 2020] [added: 25, 2021] in stock or index, including reinvestment of dividends.

Copyright © [removed: 2025] [added: 2026] Standard & Poor’s, a division of S&P Global.

| | | | June [removed: 28, 2020 | | | | | | June 27,] [added: 25,] 2021 | | | | | | June 26, 2022 | | | | | | June 25, 2023 | | | | | | June 30, 2024 | | | | | | June 29, 2025 | | | [added: | | | June 28, 2026 | | |]

| Philadelphia Semiconductor Sector Total Return Index | | | $ | 100.00 | | | | | $ | [removed: 170.93] [added: 84.94] | | | | | $ | [removed: 145.19] [added: 111.16] | | | | | $ | [removed: 190.01] [added: 175.35] | | | | | $ | [removed: 299.72] [added: 179.32] | | | | | $ | [removed: 306.52] [added: 429.87] | |

On March 11, 2026, we entered into an accelerated share repurchase agreement (the “March 2026 ASR”) with a financial institution to repurchase a total of $200.0 million of Common Stock.

We took an initial delivery of approximately 685 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on March 11, 2026.

The total number of shares received under the March 2026 ASR was based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount.

Final settlement of the March 2026 ASRs occurred in June 2026, resulting in the receipt of approximately 55 thousand additional shares, which yielded a weighted-average share price of $270.71 for the transaction period, including the effects of a 1% excise tax under the Inflation Reduction Act.

Final settlement of the April 2025 ASRs occurred in September 2025, resulting in the receipt of approximately 317 thousand additional shares, which yielded a weighted-average share price of $91.00 for the transaction period, including the effects of a 1% excise tax under the Inflation Reduction Act.

| Quarter ended September 28, 2025 | | | 9,686 | | | (3) | | | $ | 105.67 | | | | | 9,686 | | | (3) | | | 6,527,138 | | |

| Quarter ended December 28, 2025 | | | 9,387 | | | | | | $ | 153.62 | | | | | 9,387 | | | | | | 5,085,043 | | |

| Quarter ended March 29, 2026 | | | 3,516 | | | (3) | | | $ | 210.57 | | | | | 3,516 | | | (3) | | | 4,288,665 | | |

| April 27, 2026 - May 24, 2026 | | | 414 | | | | | | $ | 287.93 | | | | | 414 | | | | | | 4,169,403 | | |

| May 25, 2026 - June 28, 2026 | | | 397 | | | (3) | | | $ | 370.15 | | | | | 397 | | | (3) | | | 4,042,724 | | |

| Total | | | 23,400 | | | | | | $ | 325.14 | | (4) | | | 23,400 | | | | | | $ | 4,042,724 | |

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

There were no share repurchases in the fiscal month ending April 26, 2026.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 72.20 | | | | | $ | 99.01 | | | | | $ | 174.88 | | | | | $ | 161.45 | | | | | $ | 633.13 | |

| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 81.39 | | | | | $ | 95.46 | | | | | $ | 126.45 | | | | | $ | 145.57 | | | | | $ | 182.76 | |

| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 93.57 | | | | | $ | 105.82 | | | | | $ | 134.93 | | | | | $ | 154.57 | | | | | $ | 186.37 | |

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

On October 2, 2024, the Company effected a 10-for-one stock split of its common stock and a proportional increase in the number of authorized shares.

Share and per share information throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

Final settlement of the April 2025 ASRs will occur no later than September 8, 2025.

| Available balance as of June 30, 2024 | | | | | | | | | | | | | | | | | | | | | $ | 10,824,660 | |

| Quarter ended September 29, 2024 | | | 11,952 | | | | | | $ | 83.97 | | | | | 11,952 | | | | | | 9,821,006 | | |

| Quarter ended December 29, 2024 | | | 8,336 | | | | | | $ | 78.03 | | | | | 8,336 | | | | | | 9,170,561 | | |

| Quarter ended March 30, 2025 | | | 4,448 | | | | | | $ | 77.91 | | | | | 4,448 | | | | | | 8,824,012 | | |

| March 31, 2025 - April 27, 2025 | | | 4,289 | | | (3) | | | $ | 67.06 | | | | | 4,289 | | | (3) | | | 8,536,414 | | |

| April 28, 2025 - May 25, 2025 | | | 8,891 | | | | | | $ | 77.23 | | | | | 8,891 | | | | | | 7,749,275 | | |

| Total | | | 40,499 | | | | | | $ | 76.18 | | (4) | | | 40,499 | | | | | | $ | 7,517,184 | |

| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 210.65 | | | | | $ | 152.10 | | | | | $ | 208.56 | | | | | $ | 368.38 | | | | | $ | 340.09 | |

| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 148.25 | | | | | $ | 120.67 | | | | | $ | 141.53 | | | | | $ | 187.46 | | | | | $ | 215.81 | |

| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 144.51 | | | | | $ | 133.98 | | | | | $ | 151.52 | | | | | $ | 193.19 | | | | | $ | 221.32 | |

| Consolidated Statements of Operations — Years Ended June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023] [added: 30, 2024] | | | [removed: [38](#i741682724a1a48e58764141f1ff950bd_64)] [added: [42](#i95ad399254054df79c82b5a322a4d3fd_64)] | | |

| Consolidated Statements of Comprehensive Income — Years Ended June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023] [added: 30, 2024] | | | [removed: [39](#i741682724a1a48e58764141f1ff950bd_67)] [added: [43](#i95ad399254054df79c82b5a322a4d3fd_67)] | | |

| Consolidated Balance Sheets — June [removed: 29, 2025,] [added: 28, 2026,] and June [removed: 30, 2024] [added: 29, 2025] | | | [removed: [40](#i741682724a1a48e58764141f1ff950bd_70)] [added: [44](#i95ad399254054df79c82b5a322a4d3fd_70)] | | |

| Consolidated Statements of Cash Flows — Years Ended June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023] [added: 30, 2024] | | | [removed: [41](#i741682724a1a48e58764141f1ff950bd_73)] [added: [45](#i95ad399254054df79c82b5a322a4d3fd_73)] | | |

| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 28, 2026, June] 29, 2025, [removed: June 30, 2024,] and June [removed: 25, 2023] [added: 30, 2024] | | | [removed: [43](#i741682724a1a48e58764141f1ff950bd_76)] [added: [47](#i95ad399254054df79c82b5a322a4d3fd_76)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [44](#i741682724a1a48e58764141f1ff950bd_79)] [added: [48](#i95ad399254054df79c82b5a322a4d3fd_79)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: [added: 185 &] 42) | | | [removed: [67](#i741682724a1a48e58764141f1ff950bd_148)] [added: [71](#i95ad399254054df79c82b5a322a4d3fd_145)] | | |

| [removed: June 29, 2025] | | | | | | [removed: June 30, 2024] | | | [added: June 29, 2025] | | | [removed: June 25, 2023] | | | [added: June 30, 2024] | | |

| Revenue | | | $ | [removed: 18,435,591] [added: 23,232,690] | | | | | $ | [removed: 14,905,386] [added: 18,435,591] | | | | | $ | [removed: 17,428,516] [added: 14,905,386] | |

| Cost of goods sold | | | [removed: 9,456,532] [added: 11,507,382] | | | | | | [removed: 7,809,220] [added: 9,456,532] | | | | | | [removed: 9,573,425] [added: 7,809,220] | | |

| Restructuring charges, net - cost of goods sold | | | — | | | | | | [removed: 43,375] [added: —] | | | | | | [removed: 78,166] [added: 43,375] | | |

| Total cost of goods sold | | | [removed: 9,456,532] [added: 11,507,382] | | | | | | [removed: 7,852,595] [added: 9,456,532] | | | | | | [removed: 9,651,591] [added: 7,852,595] | | |

| Gross margin | | | [removed: 8,979,059] [added: 11,725,308] | | | | | | [removed: 7,052,791] [added: 8,979,059] | | | | | | [removed: 7,776,925] [added: 7,052,791] | | |

| Research and development | | | [removed: 2,096,387] [added: 2,375,873] | | | | | | [removed: 1,902,444] [added: 2,096,387] | | | | | | [removed: 1,727,162] [added: 1,902,444] | | |

| Selling, general, and administrative | | | [removed: 981,704] [added: 1,149,640] | | | | | | [removed: 868,247] [added: 981,704] | | | | | | [removed: 832,753] [added: 868,247] | | |

| Restructuring charges, net - operating expenses | | | — | | | | | | [removed: 18,187] [added: —] | | | | | | [removed: 42,150] [added: 18,187] | | |

| Total operating expenses | | | [removed: 3,078,091] [added: 3,525,513] | | | | | | [removed: 2,788,878] [added: 3,078,091] | | | | | | [removed: 2,602,065] [added: 2,788,878] | | |

| Operating income | | | [removed: 5,900,968] [added: 8,199,795] | | | | | | [removed: 4,263,913] [added: 5,900,968] | | | | | | [removed: 5,174,860] [added: 4,263,913] | | |

| Other income (expense), net | | | [removed: 57,161] [added: 62,678] | | | | | | [removed: 96,309] [added: 57,161] | | | | | | [removed: (65,650)] [added: 96,309] | | |

| Income before income taxes | | | [removed: 5,958,129] [added: 8,262,473] | | | | | | [removed: 4,360,222] [added: 5,958,129] | | | | | | [removed: 5,109,210] [added: 4,360,222] | | |

| Income tax expense | | | [removed: (599,912)] [added: (997,077)] | | | | | | [removed: (532,450)] [added: (599,912)] | | | | | | [removed: (598,279)] [added: (532,450)] | | |

| Net income | | | $ | [removed: 5,358,217] [added: 7,265,396] | | | | | $ | [removed: 3,827,772] [added: 5,358,217] | | | | | $ | [removed: 4,510,931] [added: 3,827,772] | |

| Basic | | | $ | [removed: 4.17] [added: 5.79] | | | | | $ | [removed: 2.91] [added: 4.17] | | | | | $ | [removed: 3.33] [added: 2.91] | |

| Diluted | | | $ | [removed: 4.15] [added: 5.76] | | | | | $ | [removed: 2.90] [added: 4.15] | | | | | $ | [removed: 3.32] [added: 2.90] | |

| Basic | | | [removed: 1,286,101] [added: 1,255,079] | | | | | | [removed: 1,314,102] [added: 1,286,101] | | | | | | [removed: 1,354,715] [added: 1,314,102] | | |

| Diluted | | | [removed: 1,290,142] [added: 1,261,102] | | | | | | [removed: 1,319,949] [added: 1,290,142] | | | | | | [removed: 1,358,336] [added: 1,319,949] | | |

| June [removed: 29, 2025] [added: 28, 2026] | | | | | | June [removed: 30, 2024] [added: 29, 2025] | | | | | | June [removed: 25, 2023] [added: 30, 2024] | | | | | |

| Net income | | | $ | [removed: 5,358,217] [added: 7,265,396] | | | | | $ | [removed: 3,827,772] [added: 5,358,217] | | | | | $ | [removed: 4,510,931] [added: 3,827,772] | |

| Foreign currency translation adjustment | | | [removed: 44,282] [added: (39,925)] | | | | | | [removed: (29,080)] [added: 44,282] | | | | | | [removed: 6,858] [added: (29,080)] | | |

| Net unrealized gains during the period | | | [removed: 20,758] [added: 24,908] | | | | | | [removed: 20,370] [added: 20,758] | | | | | | [removed: 10,413] [added: 20,370] | | |

| Net [removed: losses] (gains) [added: losses] reclassified into net income | | | [removed: 7,173] [added: (49,492)] | | | | | | [removed: (27,370)] [added: 7,173] | | | | | | [removed: (9,411)] [added: (27,370)] | | |

| | | | [removed: 27,931] [added: (24,584)] | | | | | | [removed: (7,000)] [added: 27,931] | | | | | | [removed: 1,002] [added: (7,000)] | | |

| Net unrealized gains during the period | | | — | | | | | | [removed: 314] [added: —] | | | | | | [removed: 1,491] [added: 314] | | |

| Net gains reclassified into net income | | | — | | | | | | [removed: (10)] [added: —] | | | | | | [removed: (158)] [added: (10)] | | |

| | | | — | | | | | | [removed: 304] [added: —] | | | | | | [removed: 1,333] [added: 304] | | |

| Defined benefit plans, net change in unrealized component | | | [removed: (4,208)] [added: (156)] | | | | | | [removed: 6,054] [added: (4,208)] | | | | | | [removed: 83] [added: 6,054] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 68,005] [added: (64,665)] | | | | | | [removed: (29,722)] [added: 68,005] | | | | | | [removed: 9,276] [added: (29,722)] | | |

| Comprehensive income | | | $ | [removed: 5,426,222] [added: 7,200,731] | | | | | $ | [removed: 3,798,050] [added: 5,426,222] | | | | | $ | [removed: 4,520,207] [added: 3,798,050] | |

| [added: June 28, 2026] | | | [added: | | |] June 29, 2025 | | | | | | June 30, 2024 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [added: 5,579,171 | | | | | $ |] 6,390,659 | | | | | $ | 5,847,856 | |

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| Issuance of common stock | | | 5,065 | | | | | | 5 | | | | | | 17,442 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,447 | | |

| Purchase of treasury stock | | | (25,034) | | | | | | (25) | | | | | | — | | | | | | (3,847,141) | | | | | | — | | | | | | — | | | | | | (3,847,166) | | |

| Reissuance of treasury stock | | | 2,507 | | | | | | 3 | | | | | | 143,336 | | | | | | 12,626 | | | | | | — | | | | | | — | | | | | | 155,965 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,265,396 | | | | | | 7,265,396 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (64,665) | | | | | | — | | | | | | (64,665) | | |

| Balance at June 28, 2026 | | | 1,251,278 | | | | | | $ | 1,251 | | | | | $ | 9,244,449 | | | | | $ | (31,597,945) | | | | | $ | (127,088) | | | | | $ | 34,950,254 | | | | | $ | 12,470,921 | |

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June 28, 2026

The Company elects to use the practical expedient afforded in the accounting guidance and therefore does not disclose remaining performance obligations for contracts with a duration of less than one year.

Additionally, outstanding customer contracts with remaining durations more than one year are not material as of June 28, 2026.

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| Deferred revenue | | | $ | 1,798,139 | | | | | $ | 460,673 | | (1) | | | $ | 175,184 | | (1) | | | $ | 2,433,996 | |

The 2025 Stock Incentive Plan was approved by shareholders on November 4, 2025 and authorizes up to 96.8 million shares available for issuance under the plan.

Additionally, 62.8 million shares that remained available for grant under the Company’s 2015 Stock Incentive plan, as amended were added to the shares available for issuance under the 2025 Stock Incentive plan.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

| Granted | | | 2,086 | | | | | | 227.99 | | |

| Vested | | | (4,706) | | | | | | 64.37 | | |

| Forfeited or canceled | | | (414) | | | | | | 86.21 | | |

| Outstanding, June 28, 2026 | | | 5,930 | | | | | | $ | 124.83 | |

No stock options were granted during fiscal year 2026.

[Tab](#i95ad399254054df79c82b5a322a4d3fd_7)[le o](#i95ad399254054df79c82b5a322a4d3fd_7)[f Content](#i95ad399254054df79c82b5a322a4d3fd_7)[s](#i95ad399254054df79c82b5a322a4d3fd_7)

Interest income in fiscal year 2026 decreased compared to fiscal year 2025 primarily due to lower interest rates as well as an impact from slightly lower average invested cash balances versus the prior year.

Interest expense decreased in fiscal year 2026 compared to fiscal year 2025 primarily due to the maturity of $750.0 million of the Company’s Senior Notes in March 2026.

Foreign exchange fluctuations in fiscal years 2026, 2025 and 2024 were primarily due to currency movements against portions of our unhedged balance sheet exposures.

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| Allowances and reserves | | | 281,612 | | | | | | 260,266 | | |

| Other | | | 61,039 | | | | | | 54,749 | | |

| Other | | | (17,144) | | | | | | (17,472) | | |

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The Company adopted ASU 2023-09 on a prospective basis beginning with the fiscal year ended June 28, 2026.

The following table presents required disclosures pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to the Company’s Consolidated effective amount and rate for the year ended June 28, 2026:

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

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

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

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

| Business acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (119,955) | | |

| Cash payments for income taxes, net | | | 972,513 | | | | | | 991,821 | | | | | | 809,748 | | |

| Balance at June 26, 2022 | | | 1,369,750 | | | | | | $ | 1,370 | | | | | $ | 7,412,668 | | | | | $ | (19,480,414) | | | | | $ | (109,982) | | | | | $ | 18,454,724 | | | | | $ | 6,278,366 | |

| Issuance of common stock | | | 6,149 | | | | | | 6 | | | | | | 11,105 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,111 | | |

| Purchase of treasury stock | | | (46,091) | | | | | | (46) | | | | | | — | | | | | | (2,062,406) | | | | | | — | | | | | | — | | | | | | (2,062,452) | | |

| Reissuance of treasury stock | | | 3,158 | | | | | | 3 | | | | | | 96,376 | | | | | | 13,520 | | | | | | — | | | | | | — | | | | | | 109,899 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,510,931 | | | | | | 4,510,931 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,276 | | | | | | — | | | | | | 9,276 | | |

Common Stock Split: On October 2, 2024, the Company effected a ten-for-one stock split of its common stock and a proportionate increase in the number of authorized shares.

All share and per share amounts throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The par value per share remains unchanged at $0.001 per share after the stock split.

Reclassification: Certain amounts for the fiscal year 2024 Consolidated Balance Sheet and notes to the financial statements have been reclassified to conform to the fiscal year 2025 presentation.

For the periods presented,

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Updates Not Yet Effective

The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending June 28, 2026.

The Company does not expect the adoption of ASU 2023-09 to have an impact on its Consolidated Financial Statements other than additional footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement.

In January 2025, the FASB issued ASU 2025-01 which clarified the effective date for entities that do not have an annual reporting period that ends on December 31st.

The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is required to adopt this standard in fiscal year 2028 for the annual reporting period ending June 25, 2028 either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company will apply the guidance prospectively and is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

| Deferred revenue | | | $ | 2,150,284 | | | | | $ | 449,095 | | (1) | | | $ | 81,680 | | (1) | | | $ | 2,681,059 | |

| Outstanding, June 30, 2024 | | | 9,228 | | | | | | $ | 65.59 | |

| Granted | | | 4,218 | | | | | | 76.25 | | |

| Vested | | | (4,192) | | | | | | 59.63 | | |

| Forfeited or canceled | | | (290) | | | | | | 66.00 | | |

Interest income in the year ended June 30, 2024 increased compared to the year ended June 25, 2023, primarily as a result of higher yields and higher cash balances.

Interest expense was flat in fiscal year 2024 compared to fiscal year 2023.

| Allowances and reserves | | | 216,788 | | | | | | 189,429 | | |

| Inventory valuation differences | | | 61,484 | | | | | | 64,135 | | |

| Intangible assets | | | 4,831 | | | | | | 4,908 | | |

| Other | | | 21,099 | | | | | | 37,878 | | |

| Amortization of goodwill | | | (11,102) | | | | | | (11,287) | | |

| Other | | | (6,370) | | | | | | (6,596) | | |