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 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):
• On February 27, 2024 , 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 sale of up to 9,650 shares of the Company’s common stock; 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. Mr. Archer’s Rule 10b5-1 Trading Arrangement has a termination date of February 27, 2025.
• On February 15, 2024 , Neil J. Fernandes , the Senior Vice President , Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement. Mr. 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. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement has a termination date of June 27, 2024.
• In addition, on February 23, 2024 , Mr. Fernandes adopted a second Rule 10b5-1 Trading Arrangement. Mr. 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. Trading under Mr. 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. Mr. 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. 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.
Lam Research Corporation 2024 Q3 10-Q 39
Table of Contents
ITEM 6. Exhibits
Exhibit Number Description
10.1* Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan
10.2* Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan
10.3* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan
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)
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)
__________________________________
* Indicates management contract or compensatory plan or arrangement.
Lam Research Corporation 2024 Q3 10-Q 40
Table of Contents
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: April 29, 2024 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 Q3 10-Q 41