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EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS | 6 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS | EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS On August 3, 2023, our Board of Directors adopted the KLA Corporation 2023 Incentive Award Plan (the “2023 Plan”), which replaced our 2004 Equity Incentive Plan (the “2004 Plan”) for grants of equity awards occurring on or after November 1, 2023. The new plan was approved by our stockholders at the annual meeting of stockholders held on November 1, 2023. As of December 31, 2024, 10.0 million shares remained available for issuance under our 2023 Plan. In addition, we have an Employee Stock Purchase Plan (“ESPP”), which enables eligible employees to purchase our common stock. We also offer a cash-based long-term incentive program (“Cash LTI”) to eligible employees. For details of the 2023 Plan, ESPP and Cash LTI plans, refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Equity Incentive Plans - General Information The following table summarizes the combined activity under our equity incentive plans:
(In thousands) | Available For Grant(1)
Balance as of June 30, 2024 | 10,240 |
Restricted stock units granted(2) | (319) |
RSUs granted adjustment(3) | 62 |
Restricted stock units canceled | 36 |
Balance as of December 31, 2024 | 10,019 |
__________________ (1)The number of restricted stock units (“RSU”) reflects the application of the award multiplier of 2.0x to calculate the impact of the award on the shares reserved under the 2023 Plan. (2)Includes RSUs granted to senior management during the six months ended December 31, 2024 with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). This line item includes all such performance-based RSUs granted during the six months ended December 31, 2024 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.2 million shares for the six months ended December 31, 2024 reflect the application of the multiplier described above). (3)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the six months ended December 31, 2024. The fair value of stock-based awards is measured at the grant date and is recognized as an expense over the employee’s requisite service period. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date. The following table shows stock-based compensation expense for the indicated periods:
| Three Months Ended December 31, |  | Six Months Ended December 31,
(In thousands) | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation expense by: |  |  |  |  |  |  |
Costs of revenues | $ | 10,469 |  |  | $ | 8,082 |  |  | $ | 20,258 |  |  | $ | 15,751 |
R&D | 17,045 |  |  | 12,753 |  |  | 34,425 |  |  | 25,781 |
SG&A | 34,327 |  |  | 27,785 |  |  | 68,858 |  |  | 55,860 |
Total stock-based compensation expense | $ | 61,841 |  |  | $ | 48,620 |  |  | $ | 123,541 |  |  | $ | 97,392 |
Stock-based compensation capitalized as inventory was $21.5 million as of both December 31, 2024 and June 30, 2024. Restricted Stock Units The following table shows the activity and weighted-average grant date fair values for RSUs during the six months ended December 31, 2024:
| Shares(1) (In thousands) |  | Weighted-Average Grant Date Fair Value
Outstanding RSUs as of June 30, 2024(2) | 1,467 |  |  | $ | 424.66 |
Granted(3) | 160 |  |  | $ | 772.94 |
Granted adjustments(4) | (31) |  |  | $ | 397.40 |
Vested and released | (257) |  |  | $ | 322.16 |
Forfeited | (18) |  |  | $ | 469.66 |
Outstanding RSUs as of December 31, 2024(2) | 1,321 |  |  | $ | 486.68 |
__________________ (1)Share numbers reflect actual shares subject to awarded RSUs. (2)Includes performance-based RSUs. (3)This line item includes performance-based RSUs granted during the six months ended December 31, 2024 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.1 million shares for the six months ended December 31, 2024, reflect the application of the multiplier described above). (4)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the six months ended December 31, 2024. The RSUs granted by us generally vest as follows, in each case subject to the recipient remaining employed by us as of the applicable vesting date: (i) with respect to awards with only service-based vesting criteria, over periods ranging from two to four years; and (ii) with respect to awards with both performance-based and service-based vesting criteria, over periods ranging from three to four years. The RSUs granted to the independent members of the Board of Directors vest annually. As of December 31, 2024, the unrecognized stock-based compensation expense balance related to RSUs was $439.9 million, excluding the impact of estimated forfeitures, and will be recognized over an estimated weighted-average amortization period of 1.4 years. The intrinsic value of outstanding RSUs as of December 31, 2024 was $832.4 million.

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