Form 4: Applied Materials CTO Gifts Shares, Details Future Equity Vesting

Applied Materials' Senior Vice President and CTO, Omkaram Nalamasu, reported a gift of 15 common shares and detailed significant future equity award vesting through 2027.

Summary

• Omkaram Nalamasu, Senior Vice President and CTO of Applied Materials, Inc., reported a disposition of 15 shares of common stock via a gift on December 8, 2025, at a price of $0 per share.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Following this transaction, beneficial ownership stands at 173,373 shares of common stock.
• This total includes 71,626 performance share units (PSUs) and restricted stock units (RSUs) that will convert to common stock upon vesting.
• 28,005 restricted stock units are scheduled to vest in installments from December 2025 through 2027.
• 43,621 performance share units (target amount) are scheduled to vest in installments from December 2025 through 2027, with actual shares ranging from 0% to 200% of the target based on performance goals.
• The increased number of shares also reflects periodic payroll acquisitions under the Employees' Stock Purchase Plan, which are exempt under Rule 16a-3 and Rule 16b-3.

Sentiment

Score: 6

Explanation: The filing is largely neutral, reporting a routine insider transaction (a small gift) and detailing future equity vesting, which is a positive for executive alignment and retention.

Positives

• Continued equity ownership by a senior executive, aligning interests with shareholders.
• Participation in the Employees' Stock Purchase Plan demonstrates ongoing investment by management.
• Significant future vesting of equity awards (71,626 units) provides long-term incentives for the CTO.

Negatives

• A small disposition of 15 shares, although a gift at $0 price, reduces direct common stock holdings.

Risks

• The actual number of shares vesting from performance share units (43,621 target) can range from 0% to 200% depending on the achievement of specified performance goals, introducing variability.
• All vesting of restricted stock units and performance share units is subject to continued employment through each applicable vesting date.

Future Outlook

Future equity vesting for Omkaram Nalamasu includes 28,005 restricted stock units and a target of 43,621 performance share units, both scheduled to vest in installments from December 2025 through 2027. Vesting is contingent on continued employment and, for performance share units, achievement of specified performance goals, which can result in actual shares ranging from 0% to 200% of the target amount.

Management Comments

• The increased number of shares reflects periodic payroll acquisitions under the Employees' Stock Purchase Plan that are exempt under Rule 16a-3 and Rule 16b-3.
• 71,626 performance share units and restricted stock units previously reported will in the future be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting.
• Vesting for 28,005 restricted stock units is scheduled to occur in installments in December of 2025 through 2027.
• Vesting for 43,621 performance share units (target amount) is scheduled to occur in installments in December of 2025 through 2027, with the actual number of shares that may vest ranging from 0% to 200% of the target amount, depending on achievement of specified performance goals (all vesting is subject to continued employment through each applicable vesting date).

Industry Context

This Form 4 filing is a standard disclosure for executive transactions, reflecting typical executive compensation structures in the technology and semiconductor industry, which often include significant equity awards to align management incentives with long-term company performance.

Stakeholder Impact

• Shareholders: The continued significant equity ownership and future vesting schedules for a key executive (CTO) can be viewed positively, indicating alignment of interests and long-term commitment to the company's success.

Next Steps

• Vesting of 28,005 restricted stock units in installments from December 2025 through 2027.
• Vesting of 43,621 target performance share units in installments from December 2025 through 2027, contingent on performance and continued employment.

Key Dates

Keywords

Applied Materials, AMAT, SEC Form 4, insider transaction, beneficial ownership, equity awards, restricted stock units, performance share units, executive compensation, Rule 10b5-1 plan