LAM RESEARCH CORP

We believe we are in a strong position with our leadership and expertise in deposition, etch, and clean markets to facilitate some of the most significant innovations in semiconductor device manufacturing.

Delaware 0-12933 94-2634797 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)

4650 Cushing Parkway Fremont, California 94538 (Address of principal executive offices including zip code)

The Company serves three primary markets: memory, foundry, and logic/integrated device manufacturing.

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry.

Employee headcount as of March 29, 2026 was approximately 20,600.

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other wafer fabrication markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.

Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market (Nasdaq Global Select Market)

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

The decrease in the foundry market segment for the December 2025 quarter compared to the September 2025 quarter was primarily driven by mature node investments, while the memory market segment saw strengthened DRAM investments offset by lower non-volatile memory spending.

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry.

Employee headcount as of December 28, 2025 was approximately 19,700.

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other wafer fabrication markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.

The increase in the foundry market segment for the September 2025 quarter compared to the June 2025 quarter was driven by mature node investments. This increase was offset by a decrease in memory which was attributable to a decrease in non-volatile memory.

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry.

Employee headcount as of September 28, 2025 was approximately 19,400.

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other wafer fabrication markets.

Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.

4650 Cushing Parkway Fremont, California 94538 (Address of principal executive offices including zip code)

0-12933 94-2634797

Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market (Nasdaq Global Select Market)

Incorporated in 1980, Lam Research Corporation (“Lam Research,” “Lam,” “we,” “our,” “us,” or the “Company”) is a Delaware corporation, headquartered in Fremont, California.

Our primary competitor in the dielectric and metals deposition market is Applied Materials, Inc. For ALD and PECVD, we also compete against ASM International and Wonik IPS. In the etch market, our primary competitors are Applied Materials, Inc.; Hitachi, Ltd.; and Tokyo Electron, Ltd., and our primary competitors in the wet clean market are Screen Holding Co., Ltd.; Semes Co., Ltd.; and Tokyo Electron, Ltd.

As of August 7, 2025, we had approximately 19,000 regular full-time employees, of which over 29% were engaged in research and development.

The Company designs, manufactures, markets, refurbishes, and services semiconductor processing equipment used in the fabrication of integrated circuits.

We believe we are in a strong position with our leadership and expertise in deposition, etch, and clean markets to facilitate some of the most significant innovations in semiconductor device manufacturing.

The decrease in the memory market segment for the March 2025 quarter compared to the December 2024 quarter was primarily attributable to a decrease in non-volatile memory. There was also a decrease in Logic spending by our customers in the quarter. These decreases were offset by increased Foundry spending for both leading and mature node investments.

Employee headcount as of March 30, 2025 was approximately 18,600.

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other wafer fabrication markets.

LAM RESEARCH CORPORATION (Exact name of registrant as specified in its charter)

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

The increase in the memory market segment for the December 2024 quarter compared to the September 2024 quarter was primarily attributable to NAND investments by our customers for equipment and upgrades, partially offset by lower Foundry and Logic spending.

The Company serves three primary markets: memory, foundry, and logic/integrated device manufacturing.

Employee headcount as of December 29, 2024 was approximately 18,300.

Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets.

The Company operates in seven geographic regions: United States, China, Europe, Japan, Korea, Southeast Asia, and Taiwan.

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry.

Employee headcount as of September 29, 2024 was approximately 17,700.

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant product line.

the fiscal year 2024 annual total compensation of our median compensated employee (other than our CEO) was $83,462, and the ratio of these amounts was 361 to 1.

We are a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry.

Our primary competitor in the dielectric and metals deposition market is Applied Materials, Inc. For ALD and PECVD, we also compete against ASM International and Wonik IPS. In the etch market, our primary competitors are Applied Materials, Inc.; Hitachi, Ltd.; and Tokyo Electron, Ltd., and our primary competitors in the wet clean market are Screen Holding Co., Ltd.; Semes Co., Ltd.; and Tokyo Electron, Ltd.

As of August 22, 2024, we had approximately 17,450 regular full-time employees, of which over 29% were engaged in research and development.

Approximately 44% of our regular full-time employees are located in the United States, 49% in Asia, and 7% in Europe.

Our Customer Support Business Group (“CSBG”) provides products and services to maximize installed equipment performance, predictability, and operational efficiency. We offer a broad range of services to deliver value throughout the lifecycle of our equipment, including customer service, spares, upgrades, and new and refurbished non-leading edge products in our deposition, etch, and clean markets.

Employee headcount as of March 31, 2024 was approximately 17,200.

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets.

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Employee headcount as of December 24, 2023 was approximately 17,200.

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant product line.

LAM RESEARCH CORPORATION (Exact name of registrant as specified in its charter)

Delaware 0-12933 94-2634797 (State or Other Jurisdiction of Incorporation)

(510) 572-0200 (Registrant’s telephone number, including area code)

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment.

Employee headcount as of September 24, 2023 was approximately 17,200.

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant product line.

Our most significant customers during the fiscal years ending June 29, 2025, June 30, 2024, and June 25, 2023 included Samsung Electronics Company, Ltd. and Taiwan Semiconductor Manufacturing Company.

In fiscal year 2025, two customers accounted for approximately 17% and 15% of total revenues, respectively.

Certain components and sub-assemblies that we include in our products may only be obtained from a single supplier.

Sales to a limited number of large customers constitute a significant portion of our overall shipments, revenue, cash flows and profitability.

Sales to a limited number of large customers constitute a significant portion of our overall shipments, revenue, cash flows and profitability.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 37%, 42%, and 26% of our total revenue for the three months ended September 29, 2024 and fiscal years 2024 and 2023, respectively.

Our most significant customers during the fiscal years ending June 30, 2024, June 25, 2023, and June 26, 2022 included Micron Technology, Inc.; Samsung Electronics Company, Ltd.; SK hynix Inc.; and Taiwan Semiconductor Manufacturing Company.

Our customer base includes leading semiconductor memory, foundry, and integrated device manufacturers (“IDMs”) that make products such as non-volatile memory (“NVM”), dynamic random-access memory (“DRAM”), and logic devices.

As of June 30, 2024, three customers accounted for approximately 16%, 13% and 13% of accounts receivable, respectively.

In fiscal year 2024, one customer accounted for approximately 17% of total revenues. In fiscal year 2023, two customers accounted for approximately 22% and 16% of total revenues, respectively. In fiscal year 2022, four customers accounted for approximately 21%, 12%, 12%, and 11% of total revenues, respectively. No other customers accounted for 10% or more of total revenues.

Certain components and sub-assemblies that we include in our products may only be obtained from a single supplier.

We have agreements with third parties to outsource certain aspects of our manufacturing, production warehousing, and logistics functions.

Our customer base includes leading semiconductor memory, foundry, and integrated device manufacturers that make products such as non-volatile memory, dynamic random-access memory, and logic devices.

Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections, and profitability.

In some cases, the requirements of our business mandate that we obtain certain components and sub-assemblies included in our products from a single supplier or a limited group of suppliers.

Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections, and profitability.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 44%, 26%, and 31% of our total revenue for the six months ended December 24, 2023 and fiscal years 2023 and 2022, respectively.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 48%, 26%, and 31% of our total revenue for the three months ended September 24, 2023 and fiscal years 2023 and 2022, respectively.

As of March 29, 2026, the Company had no outstanding borrowings under the CP Program.

The Company took an initial delivery of approximately 685 thousand shares, which represented 75% of the prepayment amount divided by the Company’s closing stock price on March 11, 2026.

Total gross cash, cash equivalents, and restricted cash balances were $4.77 billion at March 29, 2026 compared to $6.41 billion as of June 29, 2025.

On March 10, 2026, the CP Program size was further amended to a maximum aggregate amount outstanding at any time of $2.00 billion.

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 $91.00 for the transaction period, including the effects of a 1% excise tax under the Inflation Reduction Act.

On March 11, 2026, the Company entered into an accelerated share repurchase agreement (the “March 2026 ASR”) with a financial institution to repurchase a total of $200.0 million of Common Stock.

Net cash used for investing activities during the six months ended December 28, 2025 was $443.8 million, primarily consisting of capital expenditures.

Interest expense decreased in the six months ended December 28, 2025 compared to the same period in the prior year primarily due to the maturity of $500 million of the Company’s senior notes in March 2025.

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 $91.00 for the transaction period, including the effects of a 1% excise tax under the Inflation Reduction Act.

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.

In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $10.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations.

Net cash used for investing activities during the three months ended September 28, 2025 was $186.0 million, primarily consisting of capital expenditures.

We have $4.5 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $2.0 billion revolving credit facility, which serves as a backstop to our commercial paper program.

In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $10.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations.

Cash dividends declared ($0.26 per common share)

This increase was primarily the result of $1,779.0 million of cash generated from operating activities, partially offset by $975.8 million of share repurchases, including net share settlement of employee stock-based compensation and excise tax; $292.0 million of dividends paid to stockholders; and $185.1 million of capital expenditures.

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.

Net cash used for investing activities during fiscal year 2025 was $708 million, primarily consisting of $759 million in capital expenditures.

We have $4.5 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

In March 2025, $500 million principal value of our 2025 Notes were settled upon maturity using available cash on hand.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $2.0 billion revolving credit facility, which serves as a backstop to our commercial paper program.

The amendment increased the unsecured revolving credit facility commitment from $1.5 billion to $2.0 billion and extended the maturity of the facility from June 2026 to January 2030.

Net cash used for investing activities during the nine months ended March 30, 2025 was $578.8 million, primarily consisting of capital expenditures.

We have $4.5 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

During the three months ended March 30, 2025, $500 million principal value of our 2025 Notes were settled upon maturity using available cash on hand.

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

In January 2025, we entered into a Third Amended and Restated Credit Agreement. The amendment increased the unsecured revolving credit facility commitment from $1.5 billion to $2.0 billion and extended the maturity of the facility from June 2026 to January 2030. The facility provides for an expansion option that will allow us, subject to certain requirements, to request an increase in the facility of up to an additional $750 million, for a potential total commitment of $2.75 billion.

This decrease was primarily the result of $504.0 million of principal payments on debt instruments and debt issuance costs; $435.3 million of share repurchases, including net share settlement of employee stock-based compensation and excise tax; $295.7 million of dividends paid to stockholders; and $288.1 million of capital expenditures; partially offset by $1,308.7 million of cash generated from operating activities.

In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $10.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations.

Net cash used for investing activities during the six months ended December 29, 2024 was $285.9 million, primarily consisting of capital expenditures.

We have $5.0 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

As of December 29, 2024, the Company had no borrowings outstanding under the credit facility and was in compliance with all financial covenants.

In January 2025, we entered into a Third Amended and Restated Credit Agreement.

In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $10.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations.

The facility matures on January 25, 2030.

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.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $2.0 billion revolving credit facility, which serves as a backstop to our commercial paper program.

Net cash used for financing activities during the six months ended December 29, 2024 was $2,194.6 million, primarily consisting of $1,694.7 million in treasury stock repurchases, including net share settlement on employee stock-based compensation and excise tax, and $558.6 million in dividends paid.

Principal, together with all accrued and unpaid interest, is due and payable on the Third Amended and Restated Credit Agreement Maturity Date.

As of January 27, 2025, no amount was outstanding under this facility.

The Third Amended and Restated Credit Agreement also contains a financial covenant that requires the Company to maintain a consolidated funded debt to adjusted earnings before interest, taxes, depreciation, and amortization ratio of less than or equal to 3.50 to 1.00 for the period of four fiscal quarters then ended, commencing with the fiscal quarter ending December 29, 2024, as such ratio may be temporarily increased to less than or equal to 4.00 to 1.00 in connection with certain material acquisitions.

The facility matures on January 25, 2030 (the “Third Amended and Restated Credit Agreement Maturity Date”).

The facility provides for a sublimit for the issuance of letters of credit on the Company’s or its subsidiaries’ behalf

The Third Amended and Restated Credit Agreement provides for an increase to the Company’s revolving unsecured credit facility, from $1.5 billion under the Existing Credit Agreement to $2.0 billion under the Third Amended and Restated Credit Agreement.

Additionally, the Company has agreed to pay the lenders a facility fee at a quarterly rate that varies depending on the Company’s rating as described above.

provides for 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 million, for a potential total commitment of $2.750 billion.

The loans under the Third Amended and Restated Credit Agreement bear interest, at the Company’s option, at (x) a base rate determined in accordance with the Third Amended and Restated Credit Agreement, plus a spread of 0.00% to 0.10%, or (y) 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 based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt.

The proceeds of the loans may be used by the Company for general corporate purposes.

Net cash used for investing activities during the three months ended September 29, 2024, was $110.6 million, primarily consisting of capital expenditures.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $1.5 billion revolving credit facility, which serves as a backstop to our commercial paper program.

We have $5.0 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

This increase was primarily the result of $1,568.5 million of cash generated from operating activities, partially offset by $997.0 million of share repurchases, including net share settlement of employee stock-based compensation; $261.0 million of dividends paid to stockholders; and $110.6 million of capital expenditures.

Quarter ended September 29, 2024 11,952 $ 1,003,654 $ 83.97 $ 9,821,006

Cash dividends declared ($0.23 per common share)

Cash flows provided from operating activities in fiscal year 2024 was primarily used for $2.8 billion in treasury stock purchases, including net share settlement on employee stock-based compensation; $1.0 billion in dividends paid to our stockholders; and $397 million of capital expenditures.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $1.5 billion revolving credit facility, which serves as a backstop to our commercial paper program. Our revolving credit facility also includes an option to increase the amount up to an additional $600.0 million, for a potential total commitment of $2.1 billion.

We have $5.0 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023. As a result, the Company released cash collateral in an aggregate of approximately $250 million of restricted cash that was reported in Other assets in the Company’s Consolidated Balance Sheet.

The Company leases certain office spaces, manufacturing and warehouse spaces, equipment, and vehicles. While the majority of the Company’s lease arrangements are operating leases, the Company has certain leases that qualify as finance leases.

The Company’s press release also announced a $10 billion share repurchase authorization.

Net cash used for investing activities during the nine months ended March 31, 2024, was $269.0 million, primarily consisting of $295.9 million in capital expenditures, partially offset by proceeds from net maturities of available-for-sale securities of $37.8 million.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $1.5 billion revolving credit facility, which serves as a backstop to our commercial paper program. Our revolving credit facility also includes an option to increase the amount up to an additional $600.0 million, for a potential total commitment of $2.1 billion.

Net cash used for financing activities during the nine months ended March 31, 2024, was $3,421.7 million, primarily consisting of $2,469.3 million in treasury stock repurchases, including net share settlement on employee stock-based compensation, $757.5 million in dividends paid, and $255.2 million of repayment of debt, largely associated with the purchase of certain properties under finance leases.

In May 2022, the Board of Directors authorized the Company to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations.

Final settlement of the February 2024 ASRs occurred during April 2024, resulting in the receipt of approximately 140 thousand shares, which yielded a weighted-average share price of $917.38 (net of applicable excise taxes) for the transaction period.

As a result, the Company released cash collateral in an aggregate of approximately $250.0 million of restricted cash that was reported in Other assets in the Company’s Condensed Consolidated Balance Sheet.

As a result of the purchase of the improved properties, $250.5 million of additions were made to Property and Equipment, Net in the Company’s Condensed Consolidated Balance Sheets primarily comprised of land ($40.5 million) and buildings and improvements ($210.0 million).

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023.

As a result of the purchase of the improved properties, $250.5 million of additions were made to Property and Equipment, Net in the Company’s Condensed Consolidated Balance Sheets primarily comprised of land ($40.5 million) and buildings and improvements ($210.0 million).

We have $5.0 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”). Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $1.5 billion revolving credit facility, which serves as a backstop to our commercial paper program.

Net cash used for financing activities during the six months ended December 24, 2023, was $2.2 billion, primarily consisting of $1,488.7 million in treasury stock repurchases, including net share settlement on employee stock-based compensation, $494.7 million in dividends paid, and $254.1 million of repayment of debt, largely associated with the purchase of certain properties under finance leases.

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023. As a result, the Company released cash collateral in an aggregate of approximately $250.0 million of restricted cash that was reported in Other assets in the Company’s Condensed Consolidated Balance Sheet.

Net cash used for investing activities during the three months ended September 24, 2023, was $74.7 million, primarily consisting of $77.0 million in capital expenditures, partially offset by proceeds from maturities of available-for-sale securities of $7.3 million.

Additionally, we have funding available to us under our $1.5 billion commercial paper program and our $1.5 billion revolving credit facility, which serves as a backstop to our commercial paper program.

This decrease was primarily the result of $843.2 million of share repurchases, including net share settlement of employee stock-based compensation; $253.1 million of repayment of debt, largely associated with the purchase of certain properties under finance leases; and $230.3 million of dividends paid to stockholders, partially offset by $951.2 million of cash generated from operating activities.

Quarter ended September 24, 2023 1,257 $ 829,874 $ 660.01 $ 2,707,343

Additionally, guarantees made to the lessor that each property would have a certain minimum residual value totaling $298.4 million as of June 25, 2023 in the aggregate were eliminated with the extinguishment of the California Facilities Leases.

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023.

As a result, the Company released cash collateral in an aggregate of approximately $250.0 million of restricted cash that is reported in Other assets in the Company’s Condensed Consolidated Balance Sheet.

Tariffs, export controls, additional taxes, trade barriers, sanctions, the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, and any reciprocal retaliatory actions, can increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, disrupt our supply chain operations, or inhibit our ability to sell products or provide services, which has had and in the future could have a material adverse effect on our business, results of operations, or financial conditions.

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.

For example, the conflict that began in February 2026 between the United States, Israel, a number of states in the Persian Gulf, and Iran has led to significant regional instability and disruption in the Middle East, including the closure of or restrictions on the Strait of Hormuz and attacks on transportation and energy infrastructure, which has significantly and adversely affected the supply and prices of oil, refined oil products and byproducts, liquid natural gas, as well as certain other industrial commodities, such as aluminum, helium, bromine, and sulfur.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020, and June 27, 2021. To date, no significant adjustments have been proposed by the IRS.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products.

Non-U.S. sales, as reflected in Part I Item 2. Results of Operations of this quarterly report on Form 10-Q, accounted for approximately 95%, 93%, and 93% of total revenue in the six months ended December 28, 2025 and fiscal years 2025, and 2024, respectively.

In recent years, these actions have included an expansion of export license requirements imposed by the U.S. government, which have limited the market for our products, adversely impacted our revenues, and increased our exposure to foreign competition, and could potentially do so to an even greater extent in the future.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 39%, 34%, and 42% of our total revenue for the six months ended December 28, 2025 and fiscal years 2025 and 2024, respectively.

Tariffs, export controls, additional taxes, trade barriers, sanctions, the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, and any reciprocal retaliatory actions, can increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, disrupt our supply chain operations, or inhibit our ability to sell products or provide services, which has had and in the future could have a material adverse effect on our business, results of operations, or financial conditions.

We experience cybersecurity and other threats and incidents in the course of our operations. Although past threats and incidents have not resulted in a material adverse effect, we may incur material losses related to cybersecurity and other threats or incidents in the future.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020, and June 27, 2021.

Based on current information, the Company does not believe that a material loss from known matters is probable and therefore has not recorded an accrual of any material amount for litigation or other contingencies related to existing legal proceedings.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

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.

For example, recently the Chinese government has implemented export controls applicable to certain products containing Chinese-origin rare earth elements, which, if implemented in their current or similar form, may require us to obtain export licenses for certain of our products that are manufactured outside of China, and may have an adverse impact on our business, revenues, and margins.

The U.S. and China have historically had a complex relationship that has included actions that have impacted trade between the two countries. In recent years, these actions have included an expansion of export license requirements imposed by the U.S. government, which have limited the market for our products, adversely impacted our revenues, and increased our exposure to foreign competition, and could potentially do so to an even greater extent in the future.

In the short term, volatility in the semiconductor industry environment from trade restrictions, tariffs, as well as other direct and indirect risks and uncertainties, have had, and in the future may have, a negative impact on our revenue and operating margin.

Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

Sales to a limited number of large customers constitute a significant portion of our overall shipments, revenue, cash flows and profitability.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 34%, 42%, and 26% of our total revenue for fiscal years 2025, 2024, and 2023, respectively.

Disruptions to Our Supply Chain and Outsource Providers Could Impact Our Ability to Meet Demand, Increase Our Costs, and Adversely Impact Our Revenue and Operating Results

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020 and June 27, 2021.

In the short term, volatility in the semiconductor industry environment from trade restrictions, tariffs, as well as other direct and indirect risks and uncertainties, have, and in the future may, negatively impact our revenue and operating margin.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 33%, 42%, and 26% of our total revenue for the nine months ended March 30, 2025 and fiscal years 2024 and 2023, respectively.

Difficulties in obtaining sufficient and timely supply of parts, materials or services, and delays in and unpredictability of shipments due to transportation interruptions, have adversely impacted, and may in the future adversely impact, our manufacturing operations and our ability to meet customer demand.

Non-U.S. sales, as reflected in Part I Item 2. Results of Operations of this quarterly report on Form 10-Q, accounted for approximately 92%, 93%, and 91% of total revenue in the nine months ended March 30, 2025 and fiscal years 2024, and 2023, respectively.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020 and June 27, 2021.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 34%, 42%, and 26% of our total revenue for the six months ended December 29, 2024 and fiscal years 2024 and 2023, respectively.

Difficulties in obtaining sufficient and timely supply of parts, materials or services, and delays in and unpredictability of shipments due to transportation interruptions, have adversely impacted, and may in the future adversely impact, our manufacturing operations and our ability to meet customer demand.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020 and June 27, 2021. To date, no significant adjustments have been proposed by the IRS.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

We experience cybersecurity and other threats and incidents in the course of our operations. Although past threats and incidents have not resulted in a material adverse effect, we may incur material losses related to cybersecurity and other threats or incidents in the future.

Tariffs, export controls, additional taxes, trade barriers, sanctions, the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, and any reciprocal retaliatory actions, can increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, disrupt our supply chain operations, or inhibit our ability to sell products or provide services, which has had and in the future could have a material adverse effect on our business, results of operations, or financial conditions.

Sales to a limited number of large customers constitute a significant portion of our overall shipments, revenue, cash flows and profitability.

Our supply chain has played and will continue to play a key role in our product development, manufacturing operations, field installation and support.

In recent years, these actions have included an expansion of export license requirements imposed by the U.S. government, which have limited the market for our products, adversely impacted our revenues, and increased our exposure to foreign competition, and could potentially do so to an even greater extent in the future.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

In recent years, these actions have included an expansion of export license requirements imposed by the U.S. government, which have limited the market for our products, adversely impacted our revenues, and increased our exposure to foreign competition, and could potentially do so to an even greater extent in the future.

Difficulties in obtaining sufficient and timely supply of parts, materials or services, and delays in and unpredictability of shipments due to transportation interruptions, have adversely impacted, and may in the future adversely impact, our manufacturing operations and our ability to meet customer demand.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 42%, 26%, and 31% of our total revenue for fiscal years 2024, 2023, and 2022, respectively.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, and June 28, 2020. To date, no significant adjustments have been proposed by the IRS.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

These rules have required and may require us to apply for and obtain additional export licenses to supply certain of our products to customers in China, such as SMIC, YMTC and ChangXin Memory Technologies, Inc., and there is no assurance that we will be issued licenses that we apply for on a timely basis or at all.

Most recently, the U.S. government has enacted new rules aimed at restricting China’s ability to manufacture advanced semiconductors, which include restrictions on exports, reexports or transfers to, or shipping, transmitting, transferring, or facilitating such movement to, or performing services at, customer facilities in China engaged in certain technology end-uses, without appropriate authorizations obtained from U.S. authorities.

In January 2023, we announced that we are implementing a restructuring plan consisting of a workforce reduction, and that we anticipate undertaking, and may in the future undertake, additional business restructuring, realignment and transformation initiatives.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 43%, 26%, and 31% of our total revenue for the nine months ended March 31, 2024 and fiscal years 2023 and 2022, respectively.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, and June 28, 2020. To date, no significant adjustments have been proposed by the IRS.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

In January 2023, we announced that we are implementing a restructuring plan consisting of a workforce reduction, and that we anticipate undertaking, and may in the future undertake, additional business restructuring, realignment and transformation initiatives.

Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products.

These rules have required and may require us to apply for and obtain additional export licenses to supply certain of our products to customers in China, such as SMIC, YMTC and ChangXin Memory Technologies, Inc., and there is no assurance that we will be issued licenses that we apply for on a timely basis or at all.

Most recently, the U.S. government has enacted new rules aimed at restricting China’s ability to manufacture advanced semiconductors, which include restrictions on exports, reexports or transfers to, or shipping, transmitting, transferring, or facilitating such movement to, or performing services at, customer facilities in China engaged in certain technology end-uses, without appropriate authorizations obtained from U.S. authorities.

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims.

Some key parts are subject to long lead-times or available only from a single supplier or limited group of suppliers, and some sourcing or subassembly is provided by suppliers located in countries other than the countries where we conduct our manufacturing.

In addition, the U.S. government’s restrictions on sales of equipment, parts and service for specific technologies and customers in China further impacted equipment demand in the year.

We have experienced cybersecurity and other threats and incidents in the past. Although past threats and incidents have not resulted in a material adverse effect, we may incur material losses related to cybersecurity and other threats or incidents in the future.

Most recently, the U.S. government has enacted new rules aimed at restricting China’s ability to manufacture advanced semiconductors, which include restrictions on exports, reexports or transfers to, or shipping, transmitting, transferring, or facilitating such movement to, or performing services at, customer facilities in China engaged in certain technology end-uses, without appropriate authorizations obtained from U.S. authorities.

The implementation, interpretation and impact on our business of these rules and other regulatory actions taken by the U.S. government is uncertain and evolving, and these rules, other regulatory actions or changes, and other actions taken by the governments of either the U.S. or China, or both, that have occurred and may occur in the future could materially and adversely affect our results of operations.

The IRA includes a new 15% corporate minimum tax. The Company has evaluated the potential impacts of the IRA and does not expect it to have a material impact on the effective tax rate.

Overall calendar year 2023 customer demand weakened due to wafer fabrication equipment spending reductions resulting primarily from weakness in the memory market.

Seshasayee (Sesha) Varadarajan Executive Vice President, Chief Operating Officer

Neil J. Fernandes Senior Vice President, Global Customer Operations

the committee also adjusted his compensation to reflect the broader role he was assuming in 2026 in connection with his appointment as Executive Vice President and Chief Operating Officer

The Company invests in certain BlackRock money market funds. The Company received approximately $24.2 million in interest and/or dividends from these funds during fiscal year 2026.

Other than the executive officer and director compensation arrangements discussed above and the matter below, the Company did not participate in any transaction since the beginning of fiscal year 2026 in which a director, director nominee, executive officer, beneficial owner of more than 5% of Lam’s common stock, or one of their immediate family members had a material interest and the amount involved exceeded $120,000.

The size of the Board will be reduced from 12 to 10 directors effective upon the retirement of Messrs. Ahmed and Cannon.

Mr. Cannon served on the Board for approximately 16 years, including 12 years on the audit committee, four years on the compensation and human resources committee, and 15 years on the nominating and governance committee, including seven years as chair of the nominating and governance committee.

Mr. Ahmed served on the Board for approximately seven years, including two years on the audit committee, two years on the compensation and human resources committee, and two years on the innovation and technology committee.

The Board and the Company’s management express their sincere appreciation to Messrs. Ahmed and Cannon for their dedicated service and many significant contributions to the Company.

On August 24, 2026, Sohail U. Ahmed and Michael R. Cannon each notified the Board of Directors (the “Board”) of Lam Research Corporation (the “Company”) of their respective decisions to retire from the Board, effective November 2, 2026.

We have served as the Company’s auditor since 2025.

We served as the Company’s auditor from 1981 to 2025.

Ava A. Harter is our senior vice president, chief legal officer and secretary. She joined us in July 2024 and is responsible for all global legal matters, ethics and compliance, and corporate secretary work.

Timothy M. Archer has served as our president and chief executive officer and as a member of our Board of Directors since December 2018.

Douglas R. Bettinger is our executive vice president and chief financial officer with responsibility for Finance, Tax, Treasury, and Investor Relations and Corporate Analytics.

Karthik Rammohan has served as senior vice president, global operations and enterprise solutions since March 2026.

Sesha Varadarajan is our chief operating officer, a position he has held since March 2026.

The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Audit Matters — Certain Relationships and Related Party Transactions” and “Governance Matters — Corporate Governance — Director Independence Policies.”

On February 17, 2026, in connection with his retirement from his position as Executive Vice President and Chief Operating Officer of the Company, Patrick J. Lord terminated a Rule 10b5-1 Trading Arrangement that was originally adopted on October 29, 2025 (the “Terminated Plan”).

On February 3, 2026, the Board of Directors (the “Board”) of Lam Research Corporation (the “Company”), pursuant to applicable provisions of the Company’s Amended and Restated Bylaws, appointed Anirudh Devgan, Ph.D., age 56, as a director of the Company, effective immediately.

On the same day, Dr. Devgan joined the Innovation and Technology Committee of the Board.

In connection with the director appointment, the size of the board was increased by one.

Dr. Devgan will receive compensation for his service as a director consistent with the Company’s current policies for compensation of non-employee directors.

Mr. Varadarajan, age 51, has been the Company’s senior vice president of the Global Products Group since March 2023.

Dr. Lord notified the Company of his decision to retire on January 30, 2026.

Simultaneous with the announcement of Dr. Lord’s retirement, the Company announced that Seshasayee (Sesha) Varadarajan was appointed as the Company’s executive vice president and chief operating officer, effective March 6, 2026.

On February 3, 2026, the Company also announced that Patrick J. Lord, Ph.D. is retiring from his position as the Company’s chief operating officer, effective March 6, 2026, after more than two decades with the Company, including at Novellus Systems, Inc. (“Novellus”) prior to its acquisition by the Company.

On November 12, 2025, Bethany J. Mayer, a member of the Board of Directors of the Company, adopted a Rule 10b5-1 Trading Arrangement.

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.

On November 17, 2025, Neil J. Fernandes, the Senior Vice President, Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement.

/s/ Douglas R. Bettinger Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer)

All director nominees were duly elected.

the Amendment limits the liability of certain officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware.

/s/ Douglas R. Bettinger Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer)

The audit committee appointed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm to audit the Company’s financial statements for fiscal year 2026.

The audit reports of EY on the Company’s financial statements as of and for the fiscal years ended June 29, 2025 and June 30, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

there were: (i) no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports; and (ii) no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

Stockholders are being asked to ratify the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal year 2026.

On, and effective as of, September 8, 2025, the audit committee approved the dismissal of EY as the Company’s independent registered public accounting firm.

Timothy M. Archer Director since 2018 Age 58

Abhijit Y. Talwalkar Chair Director since 2011 Age 61

Sohail U. Ahmed Director since 2019 Age 67

The Board has determined that all current directors and persons who served as directors during any part of fiscal year 2025, other than Mr. Archer, are independent in accordance with Nasdaq criteria for director independence.

Mark Fields Director since 2024 Age 64

Eric K. Brandt Director since 2010 Age 63

Bethany J. Mayer Director since 2019 Age 63

Jyoti K. Mehra Director since 2021 Age 49

John M. Dineen Director since 2023 Age 62

Ita M. Brennan Director since 2024 Age 58

Michael R. Cannon Director since 2011 Age 72

Ho Kyu Kang Director since 2023 Age 63

Timothy M. Archer President, Chief Executive Officer

Ava A. Harter(1) Senior Vice President, Chief Legal Officer and Secretary

Seshasayee (Sesha) Varadarajan Senior Vice President, Global Products Group

Patrick J. Lord Executive Vice President, Chief Operating Officer

Ms. Harter’s employment with the Company began on July 8, 2024.

As a result of beneficially owning more than 5% of our common stock, BlackRock may be deemed to have been a related person of the Company during fiscal year 2025. The Company invests in certain BlackRock money market funds. The Company received approximately $26.7 million in interest and/or dividends from these funds during fiscal year 2025.

The Company did not participate in any transaction (including employment and compensation associated therewith) since the beginning of fiscal year 2025 in which a director, director nominee, executive officer, or one of their immediate family members had a material interest and the amount involved exceeded $120,000.

None of the compensation and human resources committee members has ever been an officer or employee of Lam Research. No interlocking relationship exists as of the date of this proxy statement or existed during fiscal year 2025 between any member of our compensation and human resources committee and any member of any other company’s board of directors or compensation committee.

No family relationships exist as of the date of this proxy statement or existed during fiscal year 2025 among any of our directors and executive officers.

The audit reports of EY on the Company’s financial statements as of and for the fiscal years ended June 29, 2025 and June 30, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 29, 2025 and June 30, 2024 and the subsequent interim period through September 8, 2025, there were: (i) no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports; and (ii) no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

On, and effective as of, September 8, 2025, the Audit Committee (the “Committee”) of the Board of Directors of Lam Research Corporation (the “Company”) approved the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.

During the fiscal years ended June 29, 2025 and June 30, 2024 and the subsequent interim period through September 8, 2025, neither the Company, nor anyone on behalf of the Company, consulted KPMG regarding: (i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

Also on, and effective as of, September 8, 2025, the Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026 audit.

/s/ Douglas R. Bettinger Douglas R. Bettinger Executive Vice President, Chief Financial Officer

We have served as the Company’s auditor since 1981.

/s/ Ernst & Young LLP

Timothy M. Archer has been our president and chief executive officer since December 2018.

Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Ava A. Harter Ava A. Harter Senior Vice President, Chief Legal Officer

/s/ Douglas R. Bettinger Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer)

On November 12, 2024, Bethany Mayer, a member of the Board of Directors of the Company, adopted a Rule 10b5-1 Trading Arrangement.

The vote on a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was as follows: % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Total Shares Voted 93.51% 105,651,019 7,329,975 328,248 — The appointment was ratified.

Douglas R. Bettinger Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EY has been the Company’s independent registered public accounting firm (independent auditor) since fiscal year 1981.

Stockholders are being asked to ratify the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2025.

two of our current directors, Dr. Tsai and Ms. Varon, are concluding their service on the Board on November 4, 2024

Abhijit Y. Talwalkar Chairman Director since 2011 Age 60

Ho Kyu Kang Director since 2023 Age 62

John M. Dineen Director since 2023 Age 61

Ita M. Brennan Director since 2024 Age 57

Mark Fields Director since 2024 Age 63

Jyoti K. Mehra Director since 2021 Age 48

Mr. Archer does not receive additional compensation for his service on the Board.

Bethany J. Mayer Director since 2019 Age 62

Michael R. Cannon Director since 2011 Age 71

Timothy M. Archer Director since 2018 Age 57

The Board has determined that all current directors and persons who served as directors during any part of fiscal year 2024, other than Mr. Archer, are independent in accordance with Nasdaq criteria for director independence.

Eric K. Brandt Director since 2010 Age 62

The Board, after discussing each of the recommendations and increasing the size of the Board, appointed both Ms. Brennan and Mr. Fields to the Board, effective August 30, 2024.

Sohail U. Ahmed Director since 2019 Age 66

Douglas R. Bettinger Executive Vice President, Chief Financial Officer

Vahid Vahedi Senior Vice President, Chief Technology and Sustainability Officer

Seshasayee (Sesha) Varadarajan Senior Vice President, Global Products Group

Timothy M. Archer President, Chief Executive Officer

Patrick J. Lord Executive Vice President, Chief Operating Officer

Ava Hahn, who served as our Senior Vice President, Chief Legal Officer and Secretary during fiscal year 2024 until her departure in January 2024

No family relationships exist as of the date of this proxy statement or existed during fiscal year 2024 among any of our directors and executive officers.

As a result of beneficially owning more than 5% of our common stock, BlackRock may be deemed to have been a related person of the Company during fiscal year 2024. The Company invests in certain BlackRock money market funds. The Company received approximately $31.7 million in interest and/or dividends from these funds during fiscal year 2024.

Specifically, the brother-in-law of Ava Hahn, who served as our Senior Vice President, Chief Legal Officer and Secretary during fiscal year 2024 until her departure in January 2024, Eric Samulon, is employed by the Company as a senior manager of engineering in the Global Products Group. In fiscal year 2024, the aggregate compensation paid to Dr. Samulon, including salary, incentive compensation, long-term incentive awards, and the value of any health and other benefits contributed to or paid for by the Company, was less than $400,000.

Lih Shyng (Rick L.) Tsai, Ph.D. and Leslie F. Varon, members of the board of directors (the “Board”) of Lam Research Corporation (the “Company”)

Neither Ms. Brennan nor Mr. Fields has a direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

On August 28, 2024, the Board of Directors (the “Board”) of Lam Research Corporation (the “Company”), pursuant to applicable provisions of the Company’s Amended and Restated Bylaws, appointed Ita M. Brennan, age 57, and Mark Fields, age 63, as directors of the Company, effective August 30, 2024.

Neither Ms. Brennan nor Mr. Fields have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.

Prior to Hertz Global Holdings, Inc., Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, an automotive company, from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014.

Ms. Brennan is the former Senior Vice President, Chief Financial Officer of Arista Networks, Inc., a cloud networking solutions company, a position she held from May 2015 to February 2024.

From October 2021 to February 2022, he served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands.

Mr. Fields has served as a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017.

On November 5, 2024, Ms. Brennan will join the Audit Committee of the Board, and Mr. Fields will join the Compensation and Human Resources Committee of the Board.

In connection with the director appointments, the size of the board was increased by two.

Ms. Brennan and Mr. Fields will receive compensation for their service as a director consistent with the Company’s current policies for compensation of non-employee directors.

There are no arrangements or understandings between either of Ms. Brennan or Mr. Fields and any other persons pursuant to which Ms. Brennan or Mr. Fields, respectively, were named directors of the Company.

/s/ Ernst & Young LLP We have served as the Company’s auditor since 1981.

In our opinion, Lam Research Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.

Other Directors Signatures Title Date Signatures Title Date /s/ Abhijit Y. Talwalkar Chairman August 29, 2024 /s/ Ho Kyu Kang Director August 29, 2024 Abhijit Y. Talwalkar Ho Kyu Kang /s/ Sohail U. Ahmed Director August 29, 2024 /s/ Bethany J. Mayer Director August 29, 2024 Sohail U. Ahmed Bethany J. Mayer /s/ Eric K. Brandt Director August 29, 2024 /s/ Jyoti K. Mehra Director August 29, 2024 Eric K. Brandt Jyoti K. Mehra /s/ Michael R. Cannon Director August 29, 2024 /s/ Lih Shyng Tsai Director August 29, 2024 Michael R. Cannon Lih Shyng (Rick L.) Tsai /s/ John M. Dineen Director August 29, 2024 /s/ Leslie F. Varon Director August 29, 2024 John M. Dineen Leslie F. Varon

Vahid Vahedi is our senior vice president and chief technology and sustainability officer, a position he has held since March 2024.

Timothy M. Archer has been our president and chief executive officer since December 2018.

Ava A. Harter is our senior vice president, chief legal officer and secretary. She joined us in July 2024 and is responsible for global legal matters, ethics and compliance, global trade, and government affairs.

All current directors and executive officers as a group (17 people) 3,971,889

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries.

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

The new CUSIP number for the Common Stock following the Stock Split is 512807306.

The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock from 400,000,000 to 4,000,000,000.

BlackRock, Inc. 55 East 52nd Street New York, NY 10055 11,777,978(2) 9.09%

The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 11,711,468(3) 9.04%

All current directors and executive officers as a group (19 people) 370,537 *

Timothy M. Archer (also a Named Executive Officer) 125,022 *

As of August 22, 2024, we had 416 stockholders of record.

As of August 22, 2024, the Registrant had 129,876 thousand outstanding shares of Common Stock.

On October 27, 2023, Patrick J. Lord, the Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.

On November 16, 2023, Seshasayee (Sesha) Varadarajan, the Senior Vice President, Global Products Group, of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market (Nasdaq Global Select Market)

No family relationships exist among any of our directors and executive officers.

The fiscal year 2026 annual total compensation of our CEO, Mr. Archer, was $40,354,475, the fiscal year 2026 annual total compensation of our median compensated employee (other than our CEO) was $80,764, and the ratio of these amounts was 500 to 1.

Mr. Archer does not receive additional compensation for his service on the Board.

Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

achieved revenue of approximately $20.6 billion for the calendar year, representing an approximately 27% increase over calendar year 2024

The Board UNANIMOUSLY recommends that you vote “AGAINST” this proposal for the reasons set forth below the proposal.

Each non-employee director also receives an annual RSU award on the first Friday following the annual meeting. For the equity awards granted in November 2025, these had a targeted value equal to $240,000.

The Company’s Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) first became effective in 2023 in compliance with SEC rules and Nasdaq’s final listing standards under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

On behalf of the entire Company, the Board and the Company’s management would like to thank them for their guidance and support and wish them well in their next endeavors.

In May 2024, the Board of Directors authorized management to repurchase up to an additional $10.00 billion of Common Stock; this authorization supplements the remaining balance from any prior authorization.

During fiscal year 2026, our quarterly dividend declared was $0.26 per share.

On March 11, 2026, we entered into an accelerated share repurchase agreement (the “March 2026 ASR”) with a financial institution to repurchase a total of $200.0 million of Common Stock.

Fiscal year 2026 revenue increased 26.0% compared to fiscal year 2025, driven by strong customer demand for semiconductor equipment systems, particularly from customers within the foundry market segment, as well as customer support-related revenues.

Effective from fiscal year 2022, the Company has a 15-year tax incentive ruling in Malaysia for one of its foreign subsidiaries.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 28, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

On July 29, 2026, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 28, 2026, the text of which is attached hereto as Exhibit 99.1.

the text of which is attached hereto as Exhibit 99.1

The information in this item of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section.

99.1 Press Release dated July 29, 2026 announcing financial results for the fiscal quarter ended June 28, 2026

In the March 2026 quarter, revenue increased 9% compared to the three months ended December 28, 2025 (the “December 2025 quarter”), driven by an increase in systems revenue primarily resulting from increased customer investments in the DRAM market segment as well as an increase in customer support-related revenue mainly tied to our expanding installed base and higher spares, upgrades and services revenue, partially offset by decreased customer spend on non-leading-edge equipment.

The decrease in the foundry market segment for the March 2026 quarter compared to the December 2025 quarter was primarily driven by lower mature node investments, while the memory market segment saw strengthened investments across both DRAM and non-volatile memory.

The increase in revenue in the nine months ended March 29, 2026 compared to the same period in the prior year was predominantly driven by increases in Foundry equipment spending by our customers, as well as higher customer support-related revenue mainly due to spares revenue.

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

The deferred revenue balance was $2.22 billion at the end of the March 2026 quarter, down slightly relative to the balance at the end of the December 2025 quarter of $2.25 billion.

The information in this item of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section.

On April 22, 2026, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 29, 2026, the text of which is attached hereto as Exhibit 99.1.

Furthermore, the information in this item of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

99.1 Press Release dated April 22, 2026 announcing financial results for the fiscal quarter ended March 29, 2026

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Dr. Devgan, which will require the Company to indemnify him against certain liabilities that may arise as a result of his status or service as a director.

On February 3, 2026, the Company issued a press release announcing the retirement of Dr. Lord and the appointment of Mr. Varadarajan.

On February 3, 2026, the Company issued a press release announcing the appointment of Dr. Devgan.

There are no arrangements or understandings between Dr. Devgan and any other persons pursuant to which Dr. Devgan was named a director of the Company.

There are no arrangements or understandings between Mr. Varadarajan and any other persons pursuant to which Mr. Varadarajan was named as executive vice president and chief operating officer of the Company.

On January 5, 2026, the OECD announced the implementation of a side-by-side (“SbS”) system, which allows U.S.-parented multinationals to be exempt from certain components of the GMT due to having an eligible taxation system already in place under existing U.S. tax rules.

On January 28, 2026, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 28, 2025, the text of which is attached hereto as Exhibit 99.1.

On the same date, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated, but did not further amend, the Certificate of Incorporation (as amended through the filing of the Certificate of Amendment), which became effective upon filing.

On November 4, 2025, Lam Research Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

The Amendment became effective upon the filing of a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on November 4, 2025.

At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s existing Restated Certificate of Incorporation, as amended (as amended, the “Certificate of Incorporation”).

The proposal was not approved.

At the Annual Meeting, the Company’s stockholders approved a new equity incentive plan, the 2025 Stock Incentive Plan (the “2025 Plan”).

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

In the September 2025 quarter, revenue increased 3% compared to the three months ended June 29, 2025 (the “June 2025 quarter”), driven by an increase in systems revenue as a result of sustained investments in the Foundry market segment as well as increases in customer support-related revenue.

The increase in revenue in the September 2025 quarter compared to the same period in 2024 was tied to increases in Foundry equipment spending by our customers as well as higher customer support-related revenue.

Wafer fabrication equipment spending levels are strong in the 2025 calendar year driven by an increase in both the memory and non-memory market segments.

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately 43%, 34%, and 42% of our total revenue for the three months ended September 28, 2025 and fiscal years 2025 and 2024, respectively.

The increase in gross margin as a percentage of revenue in the September 2025 quarter compared to the June 2025 quarter was primarily a result of favorable changes in customer mix, partially offset by reduced factory efficiencies, higher tariff-related spend, and increased material costs.

The deferred revenue balance was $2.77 billion at the end of the September 2025 quarter, an increase relative to the balance at the end of the June 2025 quarter of $2.68 billion.

99.1 Press Release dated October 22, 2025 announcing financial results for the fiscal quarter ended September 28, 2025

On October 22, 2025, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 28, 2025, the text of which is attached hereto as Exhibit 99.1.

Furthermore, the information in this item of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The Company is asking stockholders to approve the Lam 2025 Stock Incentive Plan (the “2025 Plan”).

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

You are being asked to vote on the election of these 11 directors.

The fiscal year 2025 annual total compensation of our CEO, Mr. Archer, was $28,298,161, the fiscal year 2025 annual total compensation of our median compensated employee (other than our CEO) was $91,230, and the ratio of these amounts was 310 to 1.

96.8 million new shares will be available for issuance under the 2025 Stock Incentive Plan (the “2025 Plan”).

In connection with the hiring of Ms. Harter, the committee also approved, in addition to the other elements of her compensation described above, (i) a hiring bonus of $500,000 and (ii) a supplemental new hire service-based RSU award with a target value of $3,500,000.

2025 1,236,539 — 24,101,123 — 2,938,320(4) 22,179 28,298,161

Timothy M. Archer 2,400,000 6,000,000 1.05 1.06 1.10 2,938,320

The Company provided EY with a copy of this current report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether EY agreed with the statements made by the Company set forth above. A copy of EY’s letter, dated September 11, 2025, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

In fiscal year 2023, we initiated a restructuring plan, that continued into fiscal year 2024, designed to better align our cost structure with our outlook for the economic environment and business opportunities.

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.

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.

In our opinion, Lam Research Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 29, 2025, based on the COSO criteria.

On July 30, 2025, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 29, 2025, the text of which is attached hereto as Exhibit 99.1.

provided that such stockholders satisfy certain disclosure, timing and other requirements and procedures intended to ensure that the Company’s stockholders receive adequate, timely and accurate information in connection with a special meeting and to avoid the unnecessary use of resources that would result from holding special meetings redundantly in close proximity to our annual meetings or other stockholder meetings in which a similar item was considered.

The amendments to the Bylaws permit stockholders who have owned (as defined in the Bylaws), in the aggregate, at least 20% of the outstanding shares of the Company’s common stock continuously for a period of at least one year, to call a special meeting of stockholders, provided that such stockholders satisfy certain disclosure, timing and other requirements and procedures intended to ensure that the Company’s stockholders receive adequate, timely and accurate information in connection with a special meeting and to avoid the unnecessary use of resources that would result from holding special meetings redundantly in close proximity to our annual meetings or other stockholder meetings in which a similar item was considered.

On May 20, 2025, the Board of Directors of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.

The foregoing description is qualified in its entirety by the amended and restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

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

In the March 2025 quarter, revenue increased 8% compared to the three months ended December 29, 2024 (the “December 2024 quarter”), driven by an increase in systems revenue as a result of strengthened investments in the Foundry market segment.

On April 23, 2025, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 30, 2025, the text of which is attached hereto as Exhibit 99.1.

99.1 Press Release dated April 23, 2025 announcing financial results for the fiscal quarter ended March 30, 2025

No restructuring charges were recorded during the three and six months ended December 29, 2024.

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

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.

In the December 2024 quarter, revenue increased 5% compared to the three months ended September 29, 2024 (the “September 2024 quarter”), driven by an increase in systems revenue as a result of strengthened memory investments in both the NAND and dynamic random access memory (“DRAM”) market segments.

The deferred revenue balance was $2,031.6 million at the end of the December 2024 quarter, a slight decrease relative to the balance at the end of the September 2024 quarter of $2,047.0 million.

The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $211.1 million.

The Third Amended and Restated Credit Agreement contains customary affirmative and negative covenants.

Negative covenants include, among other things, limitations on liens; limitations on mergers, consolidations and sale of all or substantially all assets; changes in the nature of the business; and limitations on affiliate transactions.

On January 27, 2025, Lam Research Corporation (the “Company”), entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto

which amends and restates the Company’s existing unsecured Second Amended and Restated Credit Agreement, dated as of June 17, 2021

Affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices; maintenance of properties and insurance; preservation of existence; and compliance with applicable laws and regulations.

The Third Amended and Restated Credit Agreement also contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events and change in control of the Company, subject to grace periods in certain instances.

On January 29, 2025, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 29, 2024, the text of which is attached hereto as Exhibit 99.1.

Certain of the lenders under the Third Amended and Restated Credit Agreement and their respective affiliates are currently performing, have performed, and may in the future perform, various commercial banking, investment banking, and other financial advisory services for the Company and its subsidiaries, for which they have received, and will receive, customary fees and expenses.

The vote on a proposal to approve on an advisory basis the compensation of the named executive officers of the Company (“Say on Pay”) was as follows: % OF VOTES CAST FOR FOR AGAINST ABSTAIN BROKER NON-VOTES Total Shares Voted 91.19% 90,986,245 8,790,209 412,662 13,120,126 The proposal was approved.

The Annual Meeting of Stockholders was held by webcast on November 5, 2024.

In the September 2024 quarter, revenue increased 8% compared to the three months ended June 30, 2024 (the “June 2024 quarter”), driven by increases in systems revenue as a result of strengthened investments in the dynamic random access memory (“DRAM”) market segment as well as increases in customer support-related revenue.

On May 21, 2024, the Company announced a ten-for-one stock split which was effective October 2, 2024.

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

Anticipated cash flows from operations based on our current business outlook, combined with our current levels of cash and cash equivalents as of September 29, 2024, are expected to be sufficient to support our anticipated levels of operations, investments, debt service requirements, capital expenditures, capital redistributions, and dividends through at least the next twelve months.

The deferred revenue balance was $2,047.0 million at the end of the September 2024 quarter, an increase relative to the balance at the end of the June 2024 quarter of $1,551.6 million, mainly due to an increase in customer advanced deposits.

On October 23, 2024, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 29, 2024, the text of which is attached hereto as Exhibit 99.1.

Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing.

On October 2, 2024, Lam Research Corporation (the “Company”) filed an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), without any change to its par value.

Trading in the Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis at the market open on October 3, 2024, under the existing trading symbol “LRCX.”

The Stock Split does not modify any rights or preferences of the shares of the Common Stock.

As a result of the Stock Split, every one (1) share of Common Stock issued and outstanding was automatically divided into ten (10) shares of Common Stock.

The Stock Split became effective at 5:00 p.m. Eastern Time on October 2, 2024.

Proportionate adjustments were automatically made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, equity incentive plans, and other existing agreements, as well as exercise or conversion prices, as applicable.

stockholders will be asked to elect the eleven nominees named in the attached proxy statement as directors to serve until the next annual meeting of stockholders, and until their respective successors are elected and qualified

to cast an advisory vote to approve our named executive officer compensation

The new CUSIP number for the Common Stock following the Stock Split will be 512807306.

The Stock Split is expected to be effected through an amendment to the Company’s Restated Certificate of Incorporation.

The annual meeting will be held on Tuesday, November 5, 2024, at 9:30 a.m. Pacific Time. This year’s annual meeting will be a virtual meeting.

Stockholders owning Common Stock via a broker, bank, custodian or other nominee will have their positions automatically adjusted to reflect the Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Stock Split.

On September 25, 2024, Lam Research Corporation (the “Company”) issued this Current Report on Form 8-K to inform interested persons of the new CUSIP number that will apply to the Company’s common stock, par value $0.001 per share (the “Common Stock”), following the ten-for-one forward split (the “Stock Split”) of the Common Stock that was previously announced by the Company on May 21, 2024.

The Stock Split is expected to become effective at 5:00 p.m. Eastern Time on October 2, 2024 (the “Effective Time”).

Trading in the Company’s Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis at the market open on October 3, 2024, under the existing trading symbol “LRCX.”

Registered stockholders who hold their shares of Common Stock electronically in book-entry form will not be required to take any action to receive post-Stock Split shares.

Following the Effective Time, registered stockholders holding certificated shares of Common Stock prior to the Stock Split (“Certificated Old Shares”) will be asked to deliver a letter of transmittal to Computershare to surrender their certificates to Computershare in exchange for the right to receive post-Stock Split shares of Common Stock in electronic, book-entry form.

The fiscal year 2024 annual total compensation of our CEO, Mr. Archer, was $30,135,041

The Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), is acting as exchange agent for the Stock Split.

On September 13, 2024, Lih Shyng (Rick L.) Tsai, Ph.D. and Leslie F. Varon, members of the board of directors (the “Board”) of Lam Research Corporation (the “Company”), each notified the Company that they will conclude their service as members of the Board on November 4, 2024, prior to the Company’s 2024 annual meeting of stockholders.

As a result, Dr. Tsai and Ms. Varon will not be standing for reelection at the annual meeting on November 5, 2024.

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with each of Ms. Brennan and Mr. Fields, which will require the Company to indemnify each of them against certain liabilities that may arise as a result of their status or service as a director.

On August 30, 2024, the Company issued a press release announcing the appointments of Ms. Brennan and Mr. Fields.

On February 1, 2024, we entered into accelerated share repurchase agreements (the "February 2024 ASRs") with two financial institutions to repurchase a total of $700 million of Common Stock.

On May 21, 2024, we announced a 10-for-one stock split, which is expected to be effective after market close on October 2, 2024, for stockholders of record at that time.

In November 2022, the Company completed two business combination transactions acquiring the outstanding shares of two separate private companies in cash transactions collectively valued at $153.8 million as of the respective purchase dates.

The restructuring plan is substantially complete as of June 30, 2024, and cumulative costs as of June 30, 2024 total $181.9 million.

On July 31, 2024, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2024, the text of which is attached hereto as Exhibit 99.1.

Trading in the Common Stock is expected to commence on a split-adjusted basis on October 3, 2024.

On May 21, 2024, Lam Research Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors has authorized a 10-for-1 forward split (the “Stock Split”) of its common stock, par value $0.001 per share (the “Common Stock”), to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) filed with the Secretary of State of the State of Delaware, which is expected to be filed after the close of trading on October 2, 2024.

The Amendment will also effect a proportionate increase in the number of shares of authorized Common Stock, and is expected to become effective at 5:00 p.m. Eastern Time on the date of its filing with the Secretary of State of the State of Delaware.

On February 1, 2024, the Company entered into accelerated share repurchase agreements (the "February 2024 ASRs") with two financial institutions to repurchase a total of $700 million of Common Stock.

On February 27, 2024, Timothy M. Archer, the President and Chief Executive Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement.

In addition, on February 23, 2024, Mr. Fernandes adopted a second Rule 10b5-1 Trading Arrangement.

The restructuring plan is expected to be substantially completed by the June 2024 quarter, and cumulative costs as of March 31, 2024 total $177.4 million.

On February 15, 2024, Neil J. Fernandes, the Senior Vice President, Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Under the plan, through March 31, 2024, the Company terminated approximately 1,760 employees, incurring expenses related to employee severance and separation costs.

In calendar year 2024, we anticipate higher wafer fabrication equipment spending, driven primarily by an increase in memory and non-memory market segments.

We continue to work towards a number of business process improvements and initiatives throughout the 2024 fiscal year and expect to incur expenditures from these activities in the range of $300 million, inclusive of the restructuring activity.

On April 24, 2024, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2024, the text of which is attached hereto as Exhibit 99.1.

During the three months ended December 24, 2023, net restructuring costs of $15.0 million and $1.7 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.

In the December 2023 quarter, revenue increased 8% compared to the September 2023 quarter, mainly due to increased investments in the dynamic random access memory (“DRAM”) market segment.

The increase in the memory market segment for the December 2023 quarter compared to the September 2023 quarter is primarily due to increases in DRAM spending by our customers during the period.

In 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 December 24, 2023, the Company terminated approximately 1,650 employees, incurring expenses related to employee severance and separation costs.

The restructuring plan is expected to be substantially completed by the June 2024 quarter, and cumulative costs as of December 24, 2023 total $146.9 million.

We continue to work towards a number of business process improvements and initiatives throughout the 2024 fiscal year and expect to incur expenditures from these activities in the range of $300 million, inclusive of the restructuring activity.

The deferred revenue balance was $1,928.0 million at the end of the December 2023 quarter, an increase to the balance at the end of the September 2023 quarter of $1,690.4 million, mainly due to an increase in advanced deposits.

On January 24, 2024, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 24, 2023, the text of which is attached hereto as Exhibit 99.1.

On November 8, 2023, the board of directors (the “Board”) of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to, among other things:

The proposal was approved.

Consistent with the stated preference of a majority of the Company's stockholders, the Board determined on November 8, 2023 that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2029.

The Annual Meeting of Stockholders was held by webcast on November 7, 2023.

revise Section 6.1 to ensure the Company is not obligated to indemnify officers for the loss of any erroneously awarded compensation (as defined in Nasdaq Listing Rule 5608) to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and as set forth in Nasdaq Listing Rule 5608;

The cumulative cost of the restructuring plan as of September 24, 2023 was $130.3 million.

In the September 2023 quarter, revenue increased 9% compared to the June 2023 quarter, primarily as a result of increased investments in the DRAM segment as well as increased spending by our China customers for mature node equipment.

The Company anticipates the restructuring plan to be substantially complete by December 24, 2023, and estimates that incremental restructuring charges totaling approximately $7 million will be incurred in the fiscal quarter ending December 24, 2023.

Under the plan the Company terminated approximately 1,650 employees, incurring expenses related to employee severance and separation costs.

The decrease in the memory market for the three months ended September 24, 2023 as compared to the same period in 2022, is primarily due to decreases in NAND spending by our customers during this time period.

During the three months ending September 24, 2023, net restructuring costs of $7.9 million and $2.0 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.

We continue to work towards a number of business process improvements and initiatives and expect to incur expenditures in the range of $250 million, inclusive of the restructuring activity.