What changed in this filing

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Item 1. Financial Statements

2025-10-24 compared with 2025-04-25 · 134 added, 183 removed, 319 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

Revenue $ 5,324,173 $ 4,167,976

Cost of goods sold 2,639,294 2,165,293

Restructuring charges, net - cost of goods sold — 15,202 — 38,099

Total cost of goods sold 2,406,489 1,993,022 6,874,848 5,821,186

Gross margin 2,684,879 2,002,683

1 unchanged sentence

Selling, general, and administrative 279,345 243,128

Restructuring charges, net - operating expenses — 15,246 — 18,955

Total operating expenses 855,791 738,486

15 unchanged sentences

(in thousands)

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

Net income $ 1,568,660 $ 1,116,444

2 unchanged sentences

Cash flow hedges:

Net unrealized gains during the period 4,132 8,145 6,248 18,414

Net unrealized gains (losses) during the period 8,570 ( 2,436 )

Net gains reclassified into net income ( 7,095 ) ( 104 )

1,475 ( 2,540 )

Available-for-sale investments:

Net unrealized gains during the period — 30 — 314

Net gains reclassified into net income — — — ( 10 )

Defined benefit plans, net change in unrealized component 83 39

6 unchanged sentences

(in thousands, except per share data)

September 28,

2025 June 29,

1 unchanged sentence

Cash and cash equivalents $ 6,693,046 $ 6,390,659

Accounts receivable, less allowance of $ 5,886 as of March 30, 2025, and $ 5,277 as of June 30, 2024

Accounts receivable, less allowance of $ 6,541 as of September 28, 2025, and $ 6,496 as of June 29, 2025

3,633,034 3,378,071

3 unchanged sentences

Property and equipment, net 2,510,531 2,428,744

Goodwill and intangible assets 1,795,248 1,765,073

Goodwill and intangible assets, net 1,826,950 1,808,685

Other assets 2,756,016 2,590,836

6 unchanged sentences

Total current liabilities 6,707,910 6,568,425

Long-term debt and finance lease obligations, less current portion 3,730,034 4,478,520

Long-term debt and finance lease obligations 3,729,580 3,730,194

Income taxes payable 646,044 603,412

6 unchanged sentences

Common stock, at par value of $ 0.001 per share;

authorized, 4,000,000 shares as of March 30, 2025 and June 30, 2024;

issued and outstanding, 1,282,957 shares as of March 30, 2025, and 1,303,769 shares as of June 30, 2024

authorized, 4,000,000 shares as of September 28, 2025 and June 29, 2025;

issued and outstanding, 1,259,176 shares as of September 28, 2025, and 1,268,740 shares as of June 29, 2025

Additional paid-in capital 8,794,531 8,697,290

Treasury stock, at cost;

1,673,040 shares as of March 30, 2025, and 1,648,239 shares as of June 30, 2024

1,697,324 shares as of September 28, 2025, and 1,687,582 shares as of June 29, 2025

( 28,759,513 ) ( 27,763,430 )

9 unchanged sentences

(in thousands)

Nine Months Ended

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

CASH FLOWS FROM OPERATING ACTIVITIES:

9 unchanged sentences

Capital expenditures and intangible assets ( 185,121 ) ( 110,588 )

Proceeds from maturities of available-for-sales securities — 34,336

Proceeds from sales of available-for-sale securities — 3,430

Other, net ( 927 ) 37

4 unchanged sentences

Dividends paid ( 291,981 ) ( 260,985 )

Reissuance of treasury stock related to employee stock purchase plan 60,557 53,081

Proceeds from issuance of common stock, net issuance costs — ( 43 )

12 unchanged sentences

Transfers of finished goods inventory to property and equipment 22,897 32,985

Reconciliation of cash, cash equivalents, and restricted cash March 30,

2025 March 31,

Reconciliation of cash, cash equivalents, and restricted cash September 28,

2025 September 29,

Cash and cash equivalents $ 6,693,046 $ 6,067,471

8 unchanged sentences

Three Months Ended

March 30, 2025

Shares Common

Stock Additional

Capital Treasury

Stock Accumulated

Comprehensive

Loss Retained

Earnings Total

Balance at December 29, 2024 1,284,956 $ 1,285 $ 8,439,903 $ ( 26,024,098 ) $ ( 134,085 ) $ 26,525,021 $ 8,808,026

Issuance of common stock 3,558 4 1,989 — — — 1,993

Purchase of treasury stock ( 5,557 ) ( 6 ) — ( 431,767 ) — — ( 431,773 )

Equity-based compensation expense — — 87,115 — — — 87,115

Net income — — — — — 1,330,667 1,330,667

Other comprehensive income — — — — 10,174 — 10,174

Cash dividends declared ($ 0.23 per common share)

— — — — — ( 295,097 ) ( 295,097 )

Balance at March 30, 2025 1,282,957 $ 1,283 $ 8,529,007 $ ( 26,455,865 ) $ ( 123,911 ) $ 27,560,591 $ 9,511,105

Nine Months Ended

March 30, 2025

September 28, 2025

Shares Common

8 unchanged sentences

Purchase of treasury stock ( 9,742 ) ( 10 ) — ( 996,083 ) — — ( 996,093 )

Reissuance of treasury stock 1,162 1 55,124 5,432 — — 60,557

Equity-based compensation expense — — 97,241 — — — 97,241

Net income — — — — — 1,568,660 1,568,660

Other comprehensive income — — — — 6,517 — 6,517

Cash dividends declared ($ 0.69 per common share)

— — — — — ( 888,853 ) ( 888,853 )

Balance at March 30, 2025 1,282,957 $ 1,283 $ 8,529,007 $ ( 26,455,865 ) $ ( 123,911 ) $ 27,560,591 $ 9,511,105

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q3 10-Q 7

Three Months Ended

March 31, 2024

Shares Common

Stock Additional

Capital Treasury

Stock Accumulated

Comprehensive

Loss Retained

Earnings Total

Balance at December 24, 2023 1,312,782 $ 1,313 $ 7,994,997 $ ( 23,003,286 ) $ ( 117,694 ) $ 23,347,148 $ 8,222,478

Issuance of common stock 4,094 4 8,231 — — — 8,235

Purchase of treasury stock ( 9,515 ) ( 10 ) — ( 980,151 ) — — ( 980,161 )

Equity-based compensation expense — — 76,854 — — — 76,854

Net income — — — — — 965,826 965,826

Other comprehensive loss — — — — ( 11,168 ) — ( 11,168 )

1 unchanged sentence

— — — — — ( 327,507 ) ( 327,507 )

Balance at March 31, 2024 1,307,361 $ 1,307 $ 8,080,082 $ ( 23,983,437 ) $ ( 127,788 ) $ 24,051,937 $ 8,022,101

Nine Months Ended

March 31, 2024

Balance at September 28, 2025 1,259,176 $ 1,258 $ 8,794,531 $ ( 28,759,513 ) $ ( 73,591 ) $ 30,230,067 $ 10,192,752

Three Months Ended

September 29, 2024

Shares Common

8 unchanged sentences

Purchase of treasury stock ( 12,011 ) ( 12 ) — ( 1,008,874 ) — — ( 1,008,886 )

Reissuance of treasury stock 1,504 1 46,615 6,465 — — 53,081

Equity-based compensation expense — — 80,011 — — — 80,011

Net income — — — — — 1,116,444 1,116,444

Other comprehensive loss — — — — ( 27,082 ) — ( 27,082 )

Other comprehensive income — — — — 42,625 — 42,625

Cash dividends declared ($ 0.23 per common share)

— — — — — ( 297,714 ) ( 297,714 )

Balance at March 31, 2024 1,307,361 $ 1,307 $ 8,080,082 $ ( 23,983,437 ) $ ( 127,788 ) $ 24,051,937 $ 8,022,101

Balance at September 29, 2024 1,291,958 $ 1,292 $ 8,303,014 $ ( 25,374,657 ) $ ( 87,803 ) $ 25,630,045 $ 8,471,891

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 30, 2025

September 28, 2025

NOTE 1 — BASIS OF PRESENTATION

8 unchanged sentences

The Company’s current fiscal year will end June 28, 2026 and includes 52 weeks.

The quarters ended March 30, 2025 (the “March 2025 quarter”) and March 31, 2024 included 13 weeks and 14 weeks, respectively.

Common Stock Split:

On October 2, 2024, the Company effected a ten -for-one stock split of its common stock and a proportionate increase in the number of authorized shares.

All share and per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split.

The par value per share remains unchanged at $ 0.001 per share after the stock split.

Reclassification:

Certain amounts for the June 30, 2024 Condensed Consolidated Balance Sheet and notes to the financial statements have been reclassified to conform to the current period presentation.

The quarters ended September 28, 2025 (the “September 2025 quarter”) and September 29, 2024 included 13 weeks.

NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted or Effective

The Company has not adopted any new accounting standards during the nine months ended March 30, 2025 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

The Company has not adopted any new accounting standards during the three months ended September 28, 2025 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

Updates Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is required to adopt this standard in the fiscal year 2025 for the annual reporting period ending June 29, 2025, with retrospective disclosure of prior periods presented.

The Company does not expect the adoption of ASU 2023-07 to have an impact on its Consolidated Financial Statements other than additional footnote disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

3 unchanged sentences

The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending June 28, 2026.

The Company is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

The Company does not expect the adoption of ASU 2023-09 to have an impact on its Consolidated Financial Statements other than additional footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is required to adopt this standard either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company is required to adopt this standard in fiscal year 2028 for the annual reporting period ending June 25, 2028.

The Company is required to adopt this standard in fiscal year 2028 for the annual reporting period ending June 25, 2028 either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company will apply the guidance prospectively and is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

Lam Research Corporation 2025 Q3 10-Q 8

will apply the guidance prospectively and is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

NOTE 3 — REVENUE

Disaggregation of Revenue

The Company operates in one reportable business segment:

manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

The Company’s material operating segments qualify for aggregation due to their customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing, and distribution.

The Company operates in seven geographic regions:

4 unchanged sentences

The following table presents the Company’s revenues disaggregated between systems and customer support-related revenue:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(In thousands)

5 unchanged sentences

The following table presents the Company’s revenues disaggregated by geographic region:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(In thousands)

China $ 2,282,573 $ 1,558,404

Korea 1,150,480 916,812 3,002,825 2,176,708

Taiwan 1,027,214 615,368

Korea 776,301 762,081

Japan 529,297 301,386

4 unchanged sentences

The following table presents the percentages of leading- and non-leading-edge equipment and upgrade revenue to each of the primary markets the Company serves:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Memory 43 % 44 % 43 % 44 %

Three Months Ended

September 28,

2025 September 29,

Foundry 60 % 41 %

Memory 34 % 35 %

Logic/integrated device manufacturing 6 % 24 %

Lam Research Corporation 2025 Q3 10-Q 10

Deferred Revenue

Revenue of $ 179.6 million and $ 862.7 million included in deferred profit at June 30, 2024 was recognized during the three and nine months ended March 30, 2025, representing 12 % and 56 %, respectively, of the $ 1,551.6 million of deferred revenue as of June 30, 2024.

The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of March 30, 2025 and when the Company expects to recognize the amounts as revenue:

Revenue of $ 996.6 million included in deferred profit at June 29, 2025 was recognized during the three months ended September 28, 2025, representing 37 % of the $ 2,681.1 million of deferred revenue as of June 29, 2025.

Lam Research Corporation 2025 Q3 10-Q 9

The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of September 28, 2025 and when the Company expects to recognize the amounts as revenue:

Less than 1 Year 1-3 Years More than 3 Years Total

9 unchanged sentences

The Company also has an employee stock purchase plan that allows eligible employees to purchase its Common Stock at a discount through payroll deductions.

The Company recognized the following equity-based compensation expense (including expense related to the employee stock purchase plan) and related income tax benefit in the Condensed Consolidated Statements of Operations:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

The Company recognized the following equity-based compensation expense (including expense related to the employee stock purchase plan) in the Condensed Consolidated Statements of Operations:

Three Months Ended

September 28,

2025 September 29,

(in thousands)

Equity-based compensation expense $ 97,241 $ 80,011

Income tax benefit recognized related to equity-based compensation expense $ 14,767 $ 24,626 $ 35,938 $ 43,544

NOTE 5 — OTHER INCOME (EXPENSE), NET

The significant components of other income (expense), net, are as follows:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(in thousands)

1 unchanged sentence

Interest expense ( 42,472 ) ( 44,946 )

(Losses) Gains on deferred compensation plan-related assets, net ( 16,903 ) 26,495 5,019 49,124

Gains on deferred compensation plan-related assets, net 23,088 17,420

Foreign exchange losses, net ( 5,534 ) ( 9,686 )

1 unchanged sentence

$ 30,074 $ 30,081

Lam Research Corporation 2025 Q3 10-Q 11

NOTE 6 — INCOME TAX EXPENSE

The Company’s provision for income taxes and effective tax rate are as follows:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(in thousands, except percentages)

2 unchanged sentences

The difference between the U.S.

federal statutory tax rate of 21% and the Company’s effective tax rate for the three and nine months ended March 30, 2025 and March 31, 2024 was primarily due to income in lower tax jurisdictions.

federal statutory tax rate of 21% and the Company’s effective tax rate for the three months ended September 28, 2025, and September 29, 2024, was primarily due to income in lower tax jurisdictions.

Lam Research Corporation 2025 Q3 10-Q 10

The Internal Revenue Service (“IRS”) is examining the Company’s U.S.

2 unchanged sentences

The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the IRS will occur.

The Company is in various stages of examinations in connection with all of its tax audits worldwide, and it is difficult to determine when these examinations will be settled.

It is reasonably possible that over the next 12-month period the Company may experience an increase or decrease in its uncertain tax positions as a result of tax examinations or lapses of statutes of limitation.

The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $ 211.0 million, excluding interest and penalties.

The Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting 2.0 (“BEPS 2.0”) Pillar Two Global Minimum Tax (“GMT”) is fully effective for the Company this fiscal year.

The Company assessed its exposure to GMT under currently enacted legislation and determined that it expects to meet transitional safe harbor requirements in most jurisdictions, with limited jurisdictions subject to GMT.

The Company assessed the impact and concluded that it was not material.

The impact has been included within income tax expense for the three months ended September 28, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law by U.S.

President Donald Trump.

The impact on income taxes due to change in legislation is required, under Accounting Standards Codification (“ASC”) 740, Income Taxes, to be recognized in the period in which the law is enacted, which is this fiscal year.

In general, the OBBBA introduces changes to U.S.

taxation, including changes in the taxation of non-U.S.

The Company assessed the changes and concluded that they were not material.

The impact has been included within income tax expense for the three months ended September 28, 2025.

NOTE 7 — NET INCOME PER SHARE

2 unchanged sentences

The following table reconciles the inputs to the basic and diluted computations for net income per share.

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(in thousands, except per share data)

7 unchanged sentences

For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method.

These anti-dilutive securities, including options and RSUs, were not material for the three and nine months ended March 30, 2025 and March 31, 2024.

These anti-dilutive securities, including options and RSUs, were not material for the three months ended September 28, 2025 and September 29, 2024.

NOTE 8 — FINANCIAL INSTRUMENTS

The Company’s investment strategies and investment and fair value policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2025 Form 10-K.

As of March 30, 2025 and June 30, 2024, the fair value of mutual funds and equity investments were not material.

The Company had no debt security investments as of March 30, 2025 and June 30, 2024.

The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three and nine months ended March 30, 2025 and March 31, 2024.

As of September 28, 2025 and June 29, 2025, the fair value of mutual funds and equity investments were not material.

The Company had no debt security investments as of September 28, 2025 and June 29, 2025.

The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three months ended September 28, 2025 and September 29, 2024.

Lam Research Corporation 2025 Q3 10-Q 11

The financial instruments reported within Cash and Cash Equivalents in the Company’s Condensed Consolidated Balance Sheets as of March 30, 2025, and June 30, 2024 consisted of the following:

The financial instruments reported within Cash and Cash Equivalents in the Company’s Condensed Consolidated Balance Sheets as of September 28, 2025, and June 29, 2025 consisted of the following:

September 28,

2025 June 29,

6 unchanged sentences

The Company’s hedging strategies and policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2025 Form 10-K.

As of March 30, 2025 and June 30, 2024, the fair value of outstanding cash flow and balance sheet hedges were not material.

The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three and nine months ended March 30, 2025 and March 31, 2024.

As of September 28, 2025 and June 29, 2025, the fair value of outstanding cash flow and balance sheet hedges were not material.

The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three months ended September 28, 2025 and September 29, 2024.

Concentrations of Credit Risk

3 unchanged sentences

Inventories consist of the following:

September 28,

2025 June 29,

6 unchanged sentences

Accrued expenses and other current liabilities consist of the following:

September 28,

2025 June 29,

6 unchanged sentences

$ 2,443,943 $ 2,394,366

Lam Research Corporation 2025 Q3 10-Q 13

NOTE 11 — LONG-TERM DEBT AND OTHER BORROWINGS

On March 12, 2015, the Company completed a public offering of $ 500 million aggregate principal amount of the Company’s Senior Notes due March 15, 2025 (the “2025 Notes”).

The 2025 Notes were settled upon maturity during the three months ended March 30, 2025.

The remaining outstanding Senior Notes are unchanged from those disclosed in Note 14, “Long-term Debt and Other Borrowings,” to the Consolidated Financial Statements in Part II, Item 8 of the Company’s 2024 Form 10-K.

Revolving Credit Facility

On March 12, 2014, the Company established an unsecured Credit Agreement.

This agreement was amended on November 10, 2015 (the “Amended and Restated Credit Agreement”), October 13, 2017 (the “2nd Amendment”), February 25, 2019 (the “3rd Amendment”), June 17, 2021 (the “Second Amended and Restated Credit Agreement”), December 7, 2022 (“Amendment No.1 to Second Amended and Restated Credit Agreement”), and January 27, 2025 (the “Third Amended and Restated Credit Agreement”).

The Third Amended and Restated Credit Agreement provides for a $ 2.0 billion revolving credit facility with a syndicate of lenders, along with an expansion option that will allow the Company, subject to certain requirements, to request an increase in the facility of up to an additional $ 750.0 million, for a potential total commitment of $ 2.75 billion.

The facility matures on January 25, 2030.

Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (1) a base rate, plus a spread of 0.00 % to 0.10 %, or (2) an adjusted term Secured Overnight Financing Rate, plus a spread of 0.70 % to 1.10 %, in each case plus a facility fee, with such spread and facility fee determined in accordance with the Third Amended and Restated Credit Agreement, and with the spread and facility fee based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt.

Principal and any accrued and unpaid interest are due and payable upon maturity.

Additionally, the Company will pay the lenders a quarterly commitment fee that varies based on the Company’s credit rating as described above.

As of March 30, 2025, the Company had no borrowings outstanding under the credit facility and was in compliance with all financial covenants.

Commercial Paper Program

The Company’s commercial paper program is unchanged from those disclosed in Note 14, “Long-term Debt and Other Borrowings,” to the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company has entered into insurance contracts that are intended to limit its exposure to such indemnifications.

As of March 30, 2025, the Company had not recorded any liability on its Condensed Consolidated Financial Statements in connection with these indemnifications, as it does not believe that it is probable that any material amounts will be paid under these guarantees.

As of September 28,

Lam Research Corporation 2025 Q3 10-Q 12

2025, the Company had not recorded any liability on its Condensed Consolidated Financial Statements in connection with these indemnifications, as it does not believe that it is probable that any material amounts will be paid under these guarantees.

Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services.

2 unchanged sentences

The Company provides guarantees and standby letters of credit to certain parties as required for certain transactions initiated during the ordinary course of business.

As of March 30, 2025, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 205.9 million.

As of September 28, 2025, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 230.1 million.

The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid.

5 unchanged sentences

The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements.

As of March 30, 2025, warranty reserves totaling $ 19.6 million were reported in Other long-term liabilities, and the remainder were included in Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.

Lam Research Corporation 2025 Q3 10-Q 14

As of September 28, 2025, warranty reserves totaling $ 14.2 million were reported in Other long-term liabilities, and the remainder were included in Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.

Changes in the Company’s product warranty reserves were as follows:

Three Months Ended Nine Months Ended

2025 March 31,

2024 March 30,

2025 March 31,

Three Months Ended

September 28,

2025 September 29,

(in thousands)

2 unchanged sentences

Settlements made during the period ( 64,525 ) ( 44,968 )

Changes in liability for warranties issued during the period ( 107 ) ( 74 ) ( 252 ) ( 148 )

Changes in liability for pre-existing warranties ( 8,659 ) ( 17,791 )

10 unchanged sentences

This repurchase program has no termination date and may be suspended or discontinued at any time.

Lam Research Corporation 2025 Q3 10-Q 13

Repurchases under the repurchase program were as follows during the periods indicated.

All references to share and per share amounts have been retroactively adjusted to reflect the effects of the stock split.

See Note 1 for more information.

Period Total Number of

Repurchased Total Cost of

Repurchase Average Price

Repurchase (3)

Average Price

Available Under

2 unchanged sentences

Quarter ended September 28, 2025 9,686 (2) $ 990,046 $ 105.67 $ 6,527,138

Quarter ended December 29, 2024 8,336 $ 650,445 $ 78.03 $ 9,170,561

Quarter ended March 30, 2025 4,448 $ 346,549 $ 77.91 $ 8,824,012

(1) Average price paid per share excludes the effect of accelerated share repurchase activities.

See additional disclosure below regarding the Company’s accelerated share repurchase activity during the fiscal year.

(2) Includes shares received at final settlement of accelerated share repurchase agreements.

See additional disclosure below regarding the Company’s accelerated share repurchase activity during the fiscal year.

(3) The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act.

Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.

NOTE 14 — RESTRUCTURING CHARGES, NET

During the fiscal year ended June 25, 2023, the Company initiated a restructuring plan designed to better align the Company’s cost structure with its outlook for the economic environment and business opportunities.

Under the plan, through June 30, 2024, the Company terminated approximately 1,760 employees, and incurred expenses related to employee severance and separation costs.

Employee severance and separation costs were primarily related to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits.

Additionally, the Company made a strategic decision to relocate certain manufacturing activities to pre-existing facilities and incurred charges to move inventory and equipment and exit selected supplier arrangements.

Accelerated Share Repurchase Agreements

On April 30, 2025, the Company entered into accelerated share repurchase agreements (the "April 2025 ASRs") with two financial institutions to repurchase a total of $ 500 million of Common Stock.

The Company took an initial delivery of approximately 5.2 million shares, which represented 75 % of the prepayment amount divided by our closing stock price on April 30, 2025.

The total number of shares received under the April 2025 ASRs was based upon the average daily volume weighted average price of the Company’s Common Stock during the repurchase period, less an agreed upon discount.

Final settlement of the April 2025 ASRs occurred in September 2025, resulting in the receipt of approximately 317 thousand additional shares, which yielded a weighted-average share price of $ 93.98 for the transaction period, including the effects of a 1% excise tax under the Inflation Reduction Act.

The Company recorded the April 2025 ASRs as equity transactions;

as such, at the time of receipt, shares were included in treasury stock at fair market value as of the corresponding trade date.

The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

NOTE 13 — SEGMENT REPORTING

The Company operates in one reportable business segment:

manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Segment information is prepared and managed on the same basis as described in Note 19, “Segment, Geographic Information, and Major Customers,” to the Consolidated Financial Statements in Part II, Item 8 of the Company’s 2025 Form 10-K.

The Company's centralized manufacturing and support organizations, including global operations and certain administrative functions, provide support to its operating segments.

Costs incurred by these organizations, as well as depreciation and amortization and equity-based compensation expense are allocated to cost of goods sold as overhead.

Consequently, depreciation and amortization and equity-based compensation expense are not independently identifiable components within the segment’s results, and, therefore are not provided.

With the exception of goodwill, the Company does not identify assets by operating segment.

Consequently, the chief operating decision maker does not regularly review or receive discrete asset information by operating segment.

Lam Research Corporation 2025 Q3 10-Q 14

No restructuring charges were recorded during the three and nine months ended March 30, 2025.

During the three months ended March 31, 2024, net restructuring costs of $ 15.2 million and $ 15.2 million were recorded in restructuring charges, net - cost of goods sold, and restructuring charges, net - operating expenses, respectively, in the Condensed Consolidated Statements of Operations.

During the nine months ended March 31, 2024, net restructuring costs of $ 38.1 million and $ 19.0 million were recorded in Restructuring charges, net - cost of goods sold, and Restructuring charges, net - operating expenses, respectively in the Condensed Consolidated Statements of Operations.

The restructuring plan was substantially completed as of June 30, 2024, and cumulative costs as of June 30, 2024 totaled $ 181.9 million.

The restructuring liability reported as of June 30, 2024 totaling $ 1.1 million was substantially satisfied in the three months ended September 29, 2024.

The table below reconciles the Company's reportable segment to income before income taxes:

Three Months Ended

September 28,

2025 September 29,

(In thousands)

Revenue $ 5,324,173 $ 4,167,976

Installation and warranty expense 141,475 124,663

Other cost of goods sold (COGS) (1)

2,410,985 1,968,895

Segment COGS 2,552,460 2,093,558

Segment gross margin 2,771,713 2,074,418

Reconciliation to consolidated gross margin

All other COGS 86,834 71,735

Gross margin 2,684,879 2,002,683

Research and development 576,446 495,358

Selling, general, and administrative 279,345 243,128

Other income (expense), net 30,074 30,081

Income before income taxes $ 1,859,162 $ 1,294,278

(1) Other COGS is primarily comprised of the capitalized cost of inventory sold, including both direct and indirect costs, but excludes installation and warranty expense and those items not allocated to the segment.

Lam Research Corporation 2025 Q3 10-Q 15

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 1. Financial Statements