1 unchanged sentence
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
−Removed: 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):
−Removed: • On October 27, 2023 , Patrick J.
−Removed: Lord , the Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.
−Removed: Lord’s Rule 10b5-1 Trading Arrangement provides for:
−Removed: (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;
−Removed: (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;
−Removed: (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;
−Removed: (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;
−Removed: (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;
−Removed: and (vi) the potential sale of up to 10,893 shares of the Company’s common stock;
−Removed: in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement.
−Removed: 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.
−Removed: Lord, and Dr.
−Removed: 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.
−Removed: 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.
−Removed: Lord’s Rule 10b5-1 Trading Arrangement has a termination date of March 7, 2025.
−Removed: • On November 16, 2023 , Seshasayee (Sesha) Varadarajan , the Senior Vice President, Global Products Group , of the Company, adopted a Rule 10b5-1 Trading Arrangement.
−Removed: 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.
−Removed: Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of November 29, 2024.
+Added: During the Company’s fiscal quarter ended March 31, 2024, 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):
+Added: • On February 27, 2024 , Timothy M.
+Added: Archer , the President and Chief Executive Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.
+Added: Archer’s Rule 10b5-1 Trading Arrangement provides for:
+Added: (i) the potential sale of up to 9,650 shares of the Company’s common stock;
+Added: and (ii) the potential exercise of 19,347 stock options expiring on December 6, 2025, and the associated sale of up to 19,347 shares of the Company’s common stock resulting from such exercise.
+Added: Archer’s Rule 10b5-1 Trading Arrangement has a termination date of February 27, 2025.
+Added: • On February 15, 2024 , Neil J.
+Added: Fernandes , the Senior Vice President , Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement.
+Added: Fernandes’ Rule 10b5-1 Trading Arrangement provides for a contribution of up to 4,409 shares of the Company’s common stock to an exchange fund in exchange for shares of that fund.
+Added: Fernandes’ Rule 10b5-1 Trading Arrangement has a termination date of June 27, 2024.
+Added: • In addition, on February 23, 2024 , Mr.
+Added: Fernandes adopted a second Rule 10b5-1 Trading Arrangement.
+Added: Fernandes’ second Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 2,370 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement.
+Added: Trading under Mr.
+Added: Fernandes’ second Rule 10b5-1 Trading Arrangement is not authorized to begin until after all transactions under his earlier-commencing Rule 10b5-1 Trading Arrangement are completed or expired without execution.
+Added: Fernandes’ second Rule 10b5-1 Trading Arrangement has a termination date of March 14, 2025 .
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
−Removed: 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.
−Removed: 10.1* Form of Indemnification Agreement
+Added: 10.1* Form of Restricted Stock Unit Agreement (U.S.
+Added: Participants) - 2015 Stock Incentive Plan
+Added: 10.2* Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan
+Added: 10.3* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S.
+Added: Participants) - 2015 Stock Incentive Plan
+Added: 10.4* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan
31.1 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
14 unchanged sentences
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.
−Removed: January 29, 2024 LAM RESEARCH CORPORATION
+Added: April 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.