What changed in this filing

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Item 5. Other Information

2024-01-29 compared with 2023-10-23 · 22 added, 20 removed, 29 unchanged (59% of the section changed)

1 unchanged sentence

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.

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.

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.

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.

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.

Hahn’s Rule 10b5-1 Trading Arrangement provides for:

During the Company’s fiscal quarter ended December 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 October 27, 2023 , Patrick J.

Lord , the Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Lord’s Rule 10b5-1 Trading Arrangement provides for:

(i) the potential exercise of 2,832 stock options expiring March 1, 2026 and the associated sale of up to 2,832 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);

(ii) the potential exercise of 2,128 stock options expiring March 2, 2027 and the associated sale of up to 2,128 shares of the Company’s common stock resulting from such exercise;

(iii) the potential exercise of 1,362 stock options expiring March 1, 2028 and the associated sale of up to 1,362 shares of the Company’s common stock resulting from such exercise;

(iv) the potential exercise of 2,026 stock options expiring March 1, 2029 and the associated sale of up to 2,026 shares of the Company’s common stock resulting from such exercise;

(v) the potential exercise of 1,407 stock options expiring March 1, 2030 and the associated sale of up to 1,407 shares of the Company’s common stock resulting from such exercise;

and (vi) the potential sale of up to 10,893 shares of the Company’s common stock;

in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement.

Hahn’s Rule 10b5-1 Trading Arrangement has a termination date of September 30, 2024.

Of the aggregate number of stock options to be exercised and shares of the Company’s common stock to be sold pursuant to the Rule 10b5-1 Trading Arrangement, a total of 4,960 stock options (and the shares of the Company’s common stock resulting from such exercise) and 7,381 shares were, at the time of adoption of the Rule 10b5-1 Trading Arrangement, subject to a prior trading arrangement previously adopted by Dr.

Lord, and Dr.

Lord’s Rule 10b5-1 Trading Arrangement provided that such options and shares would only be subject to the instructions under the Rule 10b5-1 Trading Arrangement if the instructions with respect to those options and shares under the prior trading arrangement had not previously been executed.

As of December 24, 2023, all 4,960 stock options (and the associated shares of the Company’s common stock resulting from exercise of such options) and all 7,381 shares of the Company’s common stock that were subject both to the Rule 10b5-1 Trading Arrangement and to the prior trading arrangement had been transacted under the prior trading arrangement, and accordingly were no longer subject to exercise and/or sale, as applicable, under the Rule 20b5-1 Trading Arrangement.

Lord’s Rule 10b5-1 Trading Arrangement has a termination date of March 7, 2025.

• On November 16, 2023 , Seshasayee (Sesha) Varadarajan , the Senior Vice President, Global Products Group , of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Varadarajan’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 11,000 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement.

Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of November 29, 2024.

The Rule 10b5-1 Trading Arrangements contain pricing conditions that preclude or limit the sale of shares below predetermined minimum prices.

5 unchanged sentences

Exhibit Number Description

3.1 Bylaws of the Registrant, as amended and restated, dated November 8, 2023 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 2023 (SEC File No.

10.1* Form of Indemnification Agreement

31.1 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)

9 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________________________

* Indicates management contract or compensatory plan or arrangement.

Lam Research Corporation 2024 Q2 10-Q 39

1 unchanged sentence

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.

October 23, 2023 LAM RESEARCH CORPORATION

January 29, 2024 LAM RESEARCH CORPORATION

/s/ Douglas R.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information