8-K – 2026-06-12 – d144278d8k.htm

8-K

KLA CORP false 0000319201 --06-30 0000319201 2026-06-11 2026-06-11
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2026
 
 

KLA CORPORATION
(Exact name of registrant as specified in its charter)
 
 

 

Delaware
 
000-09992
 
04-2564110

(State or other jurisdiction
of incorporation)
 
(Commission
File Number)

 
(IRS Employer
Identification No.)
 

One Technology Drive Milpitas California
 
95035

(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (408) 875-3000
 
(Former name or former address, if changed since last report)
 
 

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

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

 

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

 

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

 

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

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

Title of each class

 
Trading
Symbol(s)

 
Name of each exchange
on which registered

Common Stock, $0.001 par value per share
 
KLAC
 
The Nasdaq Stock Market, LLC

indicate by check

 

 
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2026, KLA Corporation (the “Company”) announced a ten-for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), to be effected through filing an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company filed the Charter Amendment to effect the Stock Split and to proportionately increase the number of authorized shares of the Company’s Common Stock from 500,000,000 to 5,000,000,000. The Charter Amendment became effective at 11:59 p.m. Eastern Time on June 11, 2026.
The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K. The Restated Certificate of Incorporation, which integrates the Charter Amendment and restates the existing Restated Certificate of Incorporation in its entirety, is filed as Exhibit 3.2 to this Current Report on Form 8-K.
 

Item 9.01
Financial Statements and Exhibits.

 

(d)
Exhibits

The following exhibits are filed herewith.
 

Exhibit
No.
  
Description

3.1
  
Certificate of Amendment to the Restated Certificate of Incorporation of KLA Corporation

3.2
  
Restated Certificate of Incorporation of KLA Corporation

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

 

 
KLA CORPORATION

Date: June 12, 2026
 

 
By:
 
/s/ Mary Beth Wilkinson

 

 
Name:
 
Mary Beth Wilkinson

 

 
Title:
 
Executive Vice President, Chief Legal Officer
and Corporate Secretary