Form 4: AMAT CEO Dickerson Reports Future Tax-Related Stock Disposition

Applied Materials CEO Gary Dickerson filed a Form 4 detailing a future disposition of shares to cover tax obligations related to equity award vesting.

Summary

• Gary E. Dickerson, President and CEO, and a Director of Applied Materials Inc. (AMAT), reported a scheduled disposition of common stock.
• On December 19, 2025, 130,843 shares of common stock are scheduled to be disposed of at a price of $256.41 per share.
• This disposition represents shares automatically withheld upon the vesting of equity awards to cover tax withholding obligations, a transaction exempt under Rule 16b-3.
• Following this scheduled transaction, Mr. Dickerson will beneficially own 1,778,116 shares of common stock.
• The beneficially owned shares include 379,244 performance share units (PSUs) and restricted stock units (RSUs) that will convert to common stock upon vesting.
• 66,063 restricted stock units are scheduled to vest in installments between December 2026 and December 2028.
• 313,181 performance share units (target amount) are scheduled to vest in installments between December 2026 and December 2028, with actual shares ranging from 0% to 200% of the target based on performance goals.
• All future vesting is contingent upon continued employment through each applicable vesting date.

Sentiment

Score: 5

Explanation: The filing details a routine, non-discretionary transaction for tax withholding purposes, which is a neutral event and does not indicate a change in company performance or management's outlook.

Future Outlook

Future beneficial ownership includes 379,244 equity units (RSUs and PSUs) scheduled to vest in installments from December 2026 through December 2028. The actual number of shares from PSUs may range from 0% to 200% of the target amount, depending on the achievement of specified performance goals, and all vesting is subject to continued employment.

Industry Context

This filing represents a routine, non-discretionary transaction related to executive compensation and tax obligations, common across publicly traded companies in the semiconductor equipment industry and beyond. It does not reflect specific operational or strategic shifts within Applied Materials or the broader industry.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in management's confidence or company fundamentals.
• Employees: No direct impact on the broader employee base, as this relates to executive equity compensation.

Next Steps

• The scheduled disposition of 130,843 shares of common stock on December 19, 2025.
• The vesting of 66,063 restricted stock units in installments from December 2026 through December 2028.
• The vesting of 313,181 performance share units (target amount) in installments from December 2026 through December 2028, contingent on performance goals and continued employment.

Key Dates

Recommendation

This Form 4 filing reports a routine, non-discretionary disposition of shares by the CEO to cover tax obligations upon the vesting of equity awards. Such transactions are a standard component of executive compensation and do not typically reflect a change in the company's operational performance, strategic direction, or management's confidence. Therefore, based solely on this filing, there is no new information that would warrant a change in an existing investment thesis, leading to a 'hold' recommendation.

Keywords

Applied Materials, AMAT, Gary Dickerson, Form 4, Insider Transaction, Equity Awards, Tax Withholding, Restricted Stock Units, Performance Share Units, Executive Compensation