Item 9B. Other Information
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Item 9B. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the Company’s fiscal quarter ended June 28, 2026, except for the following arrangements, none of the Company’s directors or officers adopted or terminated a trading arrangement for the purchase or sale of Common Stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Arrangement”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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On April 28, 2026, Ava A. Harter, Chief Legal Officer and Secretary of the Company, adopted a Rule 10b5-1 Trading Arrangement that provides for the potential sale of up to 15,000 shares of Common Stock resulting from the vesting of certain service-based restricted stock units and market-based performance restricted stock units pursuant to the terms of the Rule 10b5-1 Trading Arrangement, subject to certain vesting conditions and, with respect to the market-based performance restricted stock units, certain performance conditions. Ms. Harter’s Rule 10b5-1 Trading Arrangement has a termination date of April 30, 2027.
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On May 5, 2026, Seshasayee (Sesha) Varadarajan, Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement that provides for (i) the potential exercise of up to 27,480 stock options expiring March 2, 2027 and the associated sale of up to 27,480 shares of Common Stock resulting from such exercise; (ii) the potential exercise of up to 12,270 stock options expiring March 1, 2028 and the associated sale of up to 12,270 shares of Common Stock resulting from such exercise; and (iii) the potential sale of up to 20,000 shares of Common Stock, in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Mr. Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of April 20, 2027.
The Rule 10b5-1 Trading Arrangements contain pricing conditions that preclude or limit the exercise of stock options or the sale of shares, as applicable, below predetermined minimum prices, except with respect to the potential sale of up to 20,000 shares of Common Stock by Mr. Varadarajan, which sale is not subject to such a condition. Each of the Rule 10b5-1 Trading Arrangements will terminate on the earlier of: (a) its respective termination date indicated above; (b) execution of all trades or expiration of all the orders
Lam Research Corporation 2026 10-K 74
relating to such trades under the Rule 10b5-1 Trading Arrangement; or (c) such date as the Rule 10b5-1 Trading Arrangement is otherwise terminated according to its terms.
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