Item 5. Other Information
ITEM 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the Company’s fiscal quarter ended September 24, 2023, except for the following arrangements, none of the Company’s directors or officers adopted , modified, or terminated 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 August 10, 2023 , Timothy M. Archer , the President and Chief Executive Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Mr. Archer’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential exercise of 10,524 stock options expiring March 1, 2025 and the associated sale of up to 10,524 shares of the Company’s common stock resulting from such exercise; and (ii) the potential sale of up to 8,500 shares of the Company’s common stock; in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Mr. Archer’s Rule 10b5-1 Trading Arrangement has a termination date of August 9, 2024.
• On August 4, 2023 , Christina C. Correia , the Corporate Vice President and Chief Accounting Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Correia’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 2,588 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Ms. Correia’s Rule 10b5-1 Trading Arrangement has a termination date of December 31, 2024.
• On September 6, 2023 , Ava M. Hahn , the Senior Vice President, Chief Legal Officer and Secretary of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Hahn’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential exercise of 2,342 stock options expiring March 2, 2027 and the associated sale of up to 1,171 shares of the Company’s common stock resulting from such exercise; (ii) the potential sale of the net shares of the Company’s common stock resulting from the vesting of 1,226 service-based restricted stock units (net shares are net of tax withholding); and (iii) subject to performance conditions, the potential sale of the net shares of the Company’s common stock resulting from the vesting of 2,044 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 1,363); in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Ms. Hahn’s Rule 10b5-1 Trading Arrangement has a termination date of September 30, 2024.
The Rule 10b5-1 Trading Arrangements 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.
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ITEM 6. Exhibits
Exhibit Number Description
31.1 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
31.2 Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
32.1 Section 1350 Certification (Principal Executive Officer)
32.2 Section 1350 Certification (Principal Financial Officer)
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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LAM RESEARCH CORPORATION
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 thereunto duly authorized.
Date: October 23, 2023 LAM RESEARCH CORPORATION
(Registrant)
/s/ Douglas R. Bettinger
Douglas R. Bettinger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Lam Research Corporation 2024 Q1 10-Q 40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.