LAM RESEARCH CORP
For the period ended Dec 28, 2025. Filed Jan 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 28, 2025 · Filed Jan 29, 2026
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the Company’s fiscal quarter ended December 28, 2025, except for the following arrangement, none of the Company’s directors or officers adopted, modified, orterminated a trading arrangement for the purchase or sale of the Company’s 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).
On October 29, 2025, Patrick J. Lord, the Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Dr. Lord’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential sale of up to 36,645 shares of the Company’s common stock; (ii) the potential exercise of 10,130 stock options expiring March 1, 2029 and the associated sale of up to 10,130 shares of the Company’s common stock resulting from such exercise; (iii) the
Lam Research Corporation 2025 Q3 10-Q 38 potential exercise of 28,140 stock options expiring March 1, 2030 and the associated sale of up to 28,140 shares of the Company’s common stock resulting from such exercise; (iv) the potential exercise of 21,220 stock options expiring March 1, 2031 and the associated sale of up to 21,220 shares of the Company’s common stock resulting from such exercise; (v) the potential sale of the net shares of the Company’s common stock resulting from the vesting of 17,244 service-based restricted stock units (net shares are net of tax withholding); and (vi) subject to performance conditions, the potential sale of the net shares of the Company’s common stock resulting from the vesting of 63,345 market-based performance restricted stock units (representing the maximum number of shares that may be issued; the final number of shares that may be earned is 0% to 150% of the target number of 42,230); in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Dr. Lord’s Rule 10b5-1 Trading Arrangement has a termination date of October 30, 2026.
On November 12, 2025, Bethany J. Mayer, a member of the Board of Directors of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Mayer’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 615 shares of the Company’s common stock. Ms. Mayer’s Rule 10b5-1 Trading Arrangement has a termination date of November 9, 2026.
On November 17, 2025, Neil J. Fernandes, the Senior Vice President, Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 25,829 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement has a termination date of November 30, 2026.
The Rule 10b5-1 Trading Arrangementsof Dr. Lord and Mr. Fernandes contain pricing conditions that preclude or limit the sale of shares below predetermined minimum prices. 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 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.
Lam Research Corporation 2025 Q3 10-Q 39
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