APPLIED MATERIALS INC DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Applied Materials, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Fellow Shareholders:

On behalf of the Board of Directors, we are pleased to invite you to attend Applied Materials’ 2025 Annual Meeting of Shareholders, which will be held on Thursday, March 6, 2025, at 11:00 a.m. Pacific Time at our corporate offices at 3333 Scott Boulevard, Building 52, Santa Clara, California 95054.

We encourage you to read this Proxy Statement because it contains important information for voting your shares and sets forth how the Board oversaw your investment over the past year. This year’s Proxy Statement reflects our continued focus on our business strategy, an engaged and effective Board, sound corporate governance and executive compensation practices, our sustainability strategy, and our regular dialogue with and responsiveness to our shareholders.

Financial Performance and Business Strategy

In fiscal 2024, Applied Materials delivered record revenue and earnings, marking our fifth consecutive year of growth. Our revenue increased in all three business segments, and we made improvements to our operations and supply chain that supported strong cash flow and margin performance.

As we look ahead, we remain very positive about our long-term growth opportunities. Semiconductors are the foundation of tectonic shifts in technology that will reshape the global economy over the next several decades, including artificial intelligence, automation and robotics, electric and autonomous vehicles, and clean energy. The strategic importance of semiconductors is increasing throughout the world, and Applied Materials is in a great position to benefit from this exciting period of industry innovation and growth. Our broad, unique and connected portfolio of products and technologies enables energy-efficient computing, and we are collaborating closely with our customers to accelerate development and commercialization of next-generation technologies.

An Engaged, Effective and Responsive Board

Our Board serves a crucial role in guiding our long-term strategy in partnership with management. This year’s director nominees possess a wide range of backgrounds, skills and experience, including relevant subject matter expertise, intended to position our Board to provide insight into the major technology inflections – and opportunities – within our industry. Our corporate governance practices are also designed to strengthen the Board’s and management’s accountability.

In addition, our Board remains committed to a robust shareholder engagement program, which includes regular outreach to holders of more than half of our outstanding shares. Our shareholder engagement program focuses on issues of interest to our shareholders, particularly in the areas of governance, compensation, sustainability and the Board’s effectiveness. Shareholder feedback continues to directly inform the Board’s decision-making on a variety of important matters.

On behalf of the Board, we thank you for your continued investment in and support of Applied Materials.

Sincerely,

Notice of 2025 Annual Meeting of Shareholders

Items of Business

1. To elect ten directors to serve for a one-year term and until their successors have been duly elected and qualified.

2. To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2024.

3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025.

4. To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Your vote is important to us. You may vote via the Internet or by telephone, or if you requested to receive printed proxy materials, by signing, dating and returning your proxy card. If you are voting via the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on Wednesday, March 5, 2025. For specific voting instructions, please refer to the information provided in the following Proxy Statement, together with your proxy card or the voting instructions you receive bye-mail or that are provided via the Internet.

If you received a Notice of Internet Availability of Proxy Materials on how to access the proxy materials via the Internet, a proxy card was not sent to you, and you may vote only via the Internet, unless you have requested a paper copy of the proxy materials, in which case, you may also vote by telephone or by signing, dating and returning your proxy card. Shares cannot be voted by marking, writing on and returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.

By Order of the Board of Directors

Teri A. Little

Senior Vice President,

Chief Legal Officer and Corporate Secretary

Santa Clara, California

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on March 6, 2025: The Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.