What changed in this filing

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Item 9A. Controls and Procedures

2025-08-11 compared with 2024-08-29 · 38 added, 57 removed, 165 unchanged (37% of the section changed)

22 unchanged sentences

During the Company’s fiscal quarter ended June 29, 2025, 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 May 29, 2024 , Seshasayee (Sesha) Varadarajan , 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:

(i) the potential exercise of 3,576 stock options expiring on March 1, 2025, and the associated sale of up to 3,576 shares of the Company’s common stock resulting from such exercise, (ii) the potential exercise of 7,432 stock options expiring on March 1, 2026, and the associated sale of up to 7,432 shares of the Company’s common stock resulting from such exercise, and (iii) a gift of shares totaling approximately $150,000 on the date of execution.

Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of May 30, 2025 .

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• On June 11, 2025 , Vahid Vahedi , the Senior Vice President, Chief Technology and Sustainability Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Vahedi’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 52,190 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement.

Vahedi’s Rule 10b5-1 Trading Arrangement has a termination date of January 30, 2026 .

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

The Rule 10b5-1 Trading Arrangement will terminate on the earlier of:

(a) its respective termination date indicated above;

(a) its respective termination date indicated

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(b) execution of all trades or expiration of all the orders relating to such trades under the Rule 10b5-1 Trading Arrangement;

3 unchanged sentences

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We have omitted from this 2025 Form 10-K certain information required by Part III because we, as the Registrant, will file a definitive proxy statement with the SEC within 120 days after the end of our fiscal year, pursuant to Regulation 14A, as promulgated by the SEC, for our Annual Meeting of Stockholders expected to be held on or about November 4, 2025, (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference.

3 unchanged sentences

Election of Directors — 2025 Nominees for Director.”

The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the headings “Governance Matters — Corporate Governance — Board Committees” and “Governance Matters — Corporate Governance — Board Committees — Audit Committee.”

The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the heading “Governance Matters — Corporate Governance — Board Committees.”

The Company has adopted a Corporate Code of Ethics that applies to all employees, officers, and directors of the Company.

9 unchanged sentences

Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Audit Matters — Relationship with Independent Registered Public Accounting Firm –– Fees Billed by Ernst & Young LLP” and “Audit Matters –– Relationship with Independent Registered Public Accounting Firm –– Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services.”

The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Audit Matters — Relationship with Independent Registered Public Accounting Firm.”

Lam Research Corporation 2025 10-K 72

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Exhibit and Financial Statement Schedules

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Lam Research Corporation 2025 10-K 73

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LAM RESEARCH CORPORATION

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3.1 Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No.

3.2 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.

3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant dated October 2, 2024 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2024 (SEC File No.

3.3 Bylaws of the Registrant, as amended and restated, dated May 20, 2025 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 21, 2025 (SEC File No.

4.1 Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A.

6 unchanged sentences

as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2020 (SEC File No.

4.6 Description of Common Stock, which is incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on August 18, 2020 (SEC File No.

4.6 Description of Common Stock

10.1* Form of Indemnification Agreement which is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988 (SEC File No.

3 unchanged sentences

10.5* Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended which is incorporated by reference to Exhibit 10.28 to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No.

10.6* Novellus Accelerated Stock Vesting Retirement Plan Summary which is incorporated by reference to Exhibit 10.30 to Novellus’ Quarterly Report on Form 10-Q filed on November 2, 2010 (SEC File No.

10.7* Novellus Systems, Inc.

2011 Stock Incentive Plan, as amended July 18, 2012 which is incorporated by reference to Exhibit 10.172 to the Registrant’s Annual Report on Form 10-K filed on August 22, 2012 (SEC File No.

10.8* Form of Nonstatutory Stock Option Award Agreement (U.S.

3 unchanged sentences

10.10 Form of Confidentiality Agreement which is incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No.

10.11* Form of Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.244 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No.

10.12* Form of Option Award Agreement (U.S.

2 unchanged sentences

10.14 Form of Commercial Paper Dealer Agreement 4(a)(2) Program between Lam Research Corporation, as issuer, and the dealer which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2017 (SEC File No.

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Exhibit Description

10.15* Lam Research Corporation 2007 Stock Incentive Plan, as amended, which is incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K filed on August 27, 2013 (SEC File No.

10.16* Lam Research Corporation Elective Deferred Compensation Plan which is incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No.

1 unchanged sentence

10.18 Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended which is incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed on April 30, 2019 (SEC File No.

Lam Research Corporation 2025 10-K 74

Exhibit Description

10.19* 2004 Executive Incentive Plan, as Amended and Restated which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2023 (SEC File No.

10.20 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 4.24 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No.

10.21* Form of Market-Based-Based Performance Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 23, 2018 (SEC File No 000-12933).

10.22* Form of Restricted Stock Unit Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No.

10.23* Form of Restricted Stock Unit Agreement (Outside Directors) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No.

10.24* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No.

10.25* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 28, 2020 (SEC File No.

10.26* Executive Severance Policy, as amended and restated.

10.27* Executive Change in Control Policy, as amended and restated.

10.28 Amendment No.

1 to Second Amended and Restated Credit Agreement dated December 7, 2022, among Lam Research Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which is incorporated by reference to Exhibit 10.

2 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2023 (SEC File No.

10.26* Executive Severance Policy, as amended and restated which is incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No.

10.27* Executive Change in Control Policy, as amended and restated which is incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No 000-12933).

10.28 Third Amended and Restated Credit Agreement dated January 27, 2025, among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on January 29, 2025 (SEC File No.

10.29* Form of Option Award Agreement (U.S.

13 unchanged sentences

10.37* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No.

10.38* Non-employee Director Compensation Program, as amended.

10.38* Non-employee Director Compensation Program, as amended which is incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No.

10.39* Lam Research Corporation Senior Executive Transition Policy which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on May 11, 2022 (SEC File No.

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Exhibit Description

10.40* Form of Restricted Stock Unit Agreement (U.S.

7 unchanged sentences

10.45* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No.

19.1 Insider Trading Policy .

10.46* Form of Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No.

Lam Research Corporation 2025 10-K 75

Exhibit Description

10.47* Form of Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No.

10.48* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S.

Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No.

10.49* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No.

19.1 Inside r Trading Policy.

21 Subsidiaries of the Registrant.

5 unchanged sentences

32.2 Section 1350 Certification — (Principal Financial Officer)

97.1 Policy for the Recovery of Erroneously Awarded Compensation.

97.1 Policy for the Recovery of Erroneously Awarded Compensation which is incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No.

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.

8 unchanged sentences

Lam Research Corporation 2025 10-K 76

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

Lam Research Corporation 2025 10-K 77

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POWER OF ATTORNEY AND SIGNATURES

18 unchanged sentences

/s/ Abhijit Y.

Talwalkar Chairman August 29, 2024 /s/ Ho Kyu Kang Director August 29, 2024

Talwalkar Ho Kyu Kang

Talwalkar Chairman August 11, 2025 /s/ John M.

Dineen Director August 11, 2025

Talwalkar John M.

/s/ Sohail U.

Ahmed Director August 29, 2024 /s/ Bethany J.

Ahmed Director August 11, 2025 /s/ Mark Fields Director August 11, 2025

Ahmed Mark Fields

Brandt Director August 11, 2025 /s/ Ho Kyu Kang Director August 11, 2025

Brandt Ho Kyu Kang

Brennan Director August 11, 2025 /s/ Bethany J.

Mayer Director August 11, 2025

Ahmed Bethany J.

Brandt Director August 29, 2024 /s/ Jyoti K.

Mehra Director August 29, 2024

Brandt Jyoti K.

Brennan Bethany J.

/s/ Michael R.

Cannon Director August 29, 2024 /s/ Lih Shyng Tsai Director August 29, 2024

Cannon Lih Shyng (Rick L.) Tsai

Dineen Director August 29, 2024 /s/ Leslie F.

Varon Director August 29, 2024

Dineen Leslie F.

Cannon Director August 11, 2025 /s/ Jyoti K.

Mehra Director August 11, 2025

Cannon Jyoti K.

Lam Research Corporation 2025 10-K 78

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-K

Item 9A. Controls and Procedures