Form 4: AMAT CFO Brice Hill Boosts Stake with Equity Awards

Applied Materials' CFO, Brice Hill, reported the acquisition of performance share units and restricted stock units, increasing his beneficial ownership.

Summary

• Brice Hill, Senior Vice President and Chief Financial Officer of Applied Materials, Inc. (AMAT), reported the acquisition of 41,102 shares of common stock through performance share units (PSUs) and restricted stock units (RSUs).
• The acquisitions occurred on December 11, 2025, with an acquisition price of $0 per share, as these represent equity awards.
• Following these transactions, Hill's total beneficial ownership of Applied Materials common stock increased to 171,627 shares.
• The acquired 13,334 PSUs are scheduled to vest on December 19, 2025, based on achievement of specified performance goals and continued employment.
• An additional 13,884 PSUs are scheduled to vest on December 19, 2028, contingent on performance goals and continued employment, with the actual number of shares ranging from 0% to 200% of the target amount.
• Another 13,884 RSUs are scheduled to vest in three equal annual installments beginning December 19, 2026, subject to continued employment.
• Previously reported units include 22,859 PSUs vesting in December 2025, 39,790 RSUs vesting in installments from December 2025 through 2027, and 38,347 PSUs vesting in installments in December 2026 and 2027 (target amount, actual 0-200%).
• The reported shares also include periodic payroll acquisitions under the Employees' Stock Purchase Plan.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation through equity awards, which generally aligns management's interests with shareholders. It's a positive for corporate governance and insider alignment, but not a direct cash investment or a significant new development that would drastically alter the company's outlook.

Positives

• The acquisition of performance share units and restricted stock units aligns the Chief Financial Officer's interests with those of shareholders, as future compensation is tied to company performance and stock value.
• Increased insider ownership, even through non-cash awards, can signal management's confidence in the company's long-term prospects.

Negatives

• The acquired shares are subject to significant vesting conditions, including continued employment and achievement of performance goals, meaning the actual number of shares received could be less than the reported target amounts.
• These are non-cash awards, not direct open-market purchases, which might be interpreted differently than a cash investment by an insider.

Risks

• The actual number of shares from performance share units may range from 0% to 200% of the target amount, depending on the achievement of specified performance goals, introducing variability in the final compensation.
• All vesting is subject to continued employment through each applicable vesting date, posing a risk of forfeiture if employment ceases.

Future Outlook

The future outlook for Brice Hill's equity compensation is tied to Applied Materials' performance and his continued employment through various vesting dates extending to December 2028. The actual number of shares received from performance-based awards will depend on the achievement of specified company performance goals.

Industry Context

This filing reflects a standard practice in executive compensation within the technology and semiconductor equipment industry, where a significant portion of executive pay is often delivered through equity awards like PSUs and RSUs to incentivize long-term performance and align management with shareholder interests.

Comparison to Industry Standards

• The use of performance share units (PSUs) and restricted stock units (RSUs) as a form of executive compensation is a common practice across the technology and semiconductor industries, including major players like Intel, NVIDIA, and ASML.
• The structure, which ties vesting to continued employment and specific performance goals, is consistent with corporate governance best practices aimed at retaining key talent and motivating executives to achieve strategic objectives.
• While specific performance metrics are not detailed in this Form 4, the general framework of linking compensation to company performance is a global benchmark for executive incentive plans.

Corporate Governance

Related Party Transactions

• The acquisition of 41,102 shares of common stock by Brice Hill, the CFO, through performance share units and restricted stock units, represents compensation from Applied Materials, Inc. to an executive officer.

Stakeholder Impact

• Shareholders: The equity awards align the CFO's financial interests with shareholder value creation, as the value of his compensation is directly tied to the company's stock performance and achievement of strategic goals.
• Employees (CFO): Brice Hill receives significant equity compensation, incentivizing his long-term commitment and performance at Applied Materials.

Next Steps

• Vesting of 13,334 performance share units on December 19, 2025.
• Vesting of 22,859 previously reported performance share units in December 2025.
• Commencement of installment vesting for 39,790 previously reported restricted stock units in December 2025.
• Commencement of installment vesting for 13,884 restricted stock units on December 19, 2026.
• Continued installment vesting for previously reported restricted stock units and performance share units through 2027.
• Vesting of 13,884 performance share units on December 19, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation in the form of performance share units and restricted stock units. While these awards align management's interests with shareholders, they do not represent a direct cash investment or divestment that would significantly alter the investment thesis for Applied Materials. Investors should consider this as a standard component of executive compensation rather than a strong signal for immediate stock action. The company's fundamental performance and broader market conditions remain the primary drivers for investment decisions.

Keywords

Applied Materials, AMAT, Brice Hill, Form 4, Insider Transaction, Executive Compensation, Performance Share Units, Restricted Stock Units, Equity Awards, Semiconductor Equipment