LAM RESEARCH CORP 10-Q

ITEM 5. Other Information Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the Company’s fiscal quarter ended December 28, 2025, except for the following arrangement, 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 29, 2025 , Patrick J. Lord , the Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Dr. Lord’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential sale of up to 36,645 shares of the Company’s common stock; (ii) the potential exercise of 10,130 stock options expiring March 1, 2029 and the associated sale of up to 10,130 shares of the Company’s common stock resulting from such exercise; (iii) the Lam Research Corporation 2025 Q3 10-Q 38 Table of Contents potential exercise of 28,140 stock options expiring March 1, 2030 and the associated sale of up to 28,140 shares of the Company’s common stock resulting from such exercise; (iv) the potential exercise of 21,220 stock options expiring March 1, 2031 and the associated sale of up to 21,220 shares of the Company’s common stock resulting from such exercise; (v) the potential sale of the net shares of the Company’s common stock resulting from the vesting of 17,244 service-based restricted stock units (net shares are net of tax withholding); and (vi) subject to performance conditions, the potential sale of the net shares of the Company’s common stock resulting from the vesting of 63,345 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 42,230); in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Dr. Lord’s Rule 10b5-1 Trading Arrangement has a termination date of October 30, 2026 . • On November 12, 2025 , Bethany J. Mayer , a member of the Board of Directors of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Mayer’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 615 shares of the Company’s common stock. Ms. Mayer’s Rule 10b5-1 Trading Arrangement has a termination date of November 9, 2026 . • On November 17, 2025 , 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 the potential sale of up to 25,829 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement has a termination date of November 30, 2026 . The Rule 10b5-1 Trading Arrangements o f Dr. Lord and Mr. Fernandes 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 2025 Q3 10-Q 39 Table of Contents ITEM 6. Exhibits Exhibit Number Description 3.1 Restated Certificate of Incorporation of Lam Research Corporation, dated November 4, 2025 which is incorporated by reference to E xhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 6, 2025 (SEC File No. 000-12933) 10.1 * Lam Research Corporation 2025 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 6, 2025 (SEC File No. 000-12933). 10.2 * Form of Restricted Stock Unit Agreement (Board of Directors) - 2025 Stock Incentive Plan 10.3 * Form of Restricted Stock Unit Agreement - 2025 Stock Incentive Plan 10.4 * Form of Market-based Performance Restricted Stock Unit Agreement - 2025 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 2025 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: January 29, 2026 LAM RESEARCH CORPORATION (Registrant) /s/ Douglas R. Bettinger Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Lam Research Corporation 2025 Q3 10-Q 41