8-K

LAM RESEARCH CORP (LRCX)

8-K 2026-02-03 For: 2026-01-30
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Added on April 02, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2026

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

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

4650 Cushing Parkway

Fremont, California 94538

(Address of principal executive offices including zip code)

(510) 572-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                      ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 3
Item 9.01. Financial Statements and Exhibits 4
SIGNATURES 5

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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. In connection with the director appointment, the size of the board was increased by one. On the same day, Dr. Devgan joined the Innovation and Technology Committee of the Board.

Dr. Devgan has served as chief executive officer and as a member of the board of directors of Cadence Design Systems, Inc. (“Cadence”), a computational software company, since December 2021, and as president of Cadence since November 2017. Prior to becoming president of Cadence, he was executive vice president and general manager of the Digital & Signoff and System & Verification groups at Cadence. Prior to joining Cadence in 2012, Dr. Devgan was corporate vice president and general manager of the Custom Design Business Unit at Magma Design Automation, Inc., an electronic design automation company. Previous roles Dr. Devgan has held include management and technical positions at IBM, where he received numerous awards including the IBM Outstanding Innovation Award. Dr. Devgan is the recipient of the IEEE/SEMI Phil Kaufman Award, has been inducted into the National Academy of Engineering, is an IEEE Fellow, has authored numerous research papers, and holds several patents.

Dr. Devgan earned a B.Tech. in Electrical Engineering from the Indian Institute of Technology, Delhi, and M.S. and Ph.D. degrees in Electrical and Computer Engineering from Carnegie Mellon University.

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. Dr. Devgan does not 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. Dr. Devgan does not have 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.

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

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. The description of the indemnification agreements with Dr. Devgan is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Quarterly Report on Form 10-Q dated January 29, 2024 as Exhibit 10.1.

On February 3, 2026, the Company issued a press release announcing the appointment of Dr. Devgan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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. Dr. Lord notified the Company of his decision to retire on January 30, 2026. The Company thanks Dr. Lord for his dedicated service and many significant contributions to the Company.

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.

Mr. Varadarajan, age 51, has been the Company’s senior vice president of the Global Products Group since March 2023. Mr. Varadarajan previously served as senior vice president and general manager of the Deposition Business Unit beginning February 2018; and group vice president of the Deposition product group beginning September 2013. Previously, he served as the head of the PECVD/Electrofill Business Unit between June 2012 and September 2013. Prior to the Company’s acquisition of Novellus in June 2012, Mr. Varadarajan was senior vice president and general manager of Novellus’ PECVD and Electrofill Business Units. He joined Novellus in 1999 as a process engineer with the Electrofill Business Unit and held various roles in that business unit before being appointed director of technology in 2004. Between 2006 and 2008, he worked in the PECVD Business Unit, initially as director of technology, until being promoted to product general manager. In 2009, he returned to the Electrofill Business Unit as vice president and general manager. In mid-2011, he was promoted to senior vice president and general manager, where he was also responsible for the PECVD Business Unit. Mr. Varadarajan earned an M.S. degree in

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manufacturing engineering and material science from Boston University and a B.S. degree in mechanical engineering from the University of Mysore.

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. Mr. Varadarajan does not 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. Mr. Varadarajan has no 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(c) of Form 8-K.

On February 3, 2026, the Company issued a press release announcing the retirement of Dr. Lord and the appointment of Mr. Varadarajan. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated February 3, 2026 regarding director appointment
99.2 Press Release dated February 3, 2026 regarding management transition
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 3, 2026 LAM RESEARCH CORPORATION
(Registrant)
/s/ Ava A. Harter
Ava A. Harter
Senior Vice President, Chief Legal Officer

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lam Research Appoints Cadence CEO Anirudh Devgan to Board of Directors

FREMONT, Calif., February 3, 2026 – Lam Research Corp. (NASDAQ: LRCX) today announced that Dr. Anirudh Devgan has joined its board of directors. Dr. Devgan, who currently serves as president and chief executive officer (CEO) of Cadence Design Systems, Inc., brings to Lam deep semiconductor ecosystem and technology expertise.

Since joining Cadence in 2012, Dr. Devgan has held senior leadership roles at the company, a market leader in computational software company, AI and digital twins. He has served as CEO and as a member of the board of directors of Cadence since 2021, and as president of the company since 2017, having previously held the positions of executive vice president and general manager of the Digital & Signoff and System Verification groups. Under his leadership, Cadence has been at the forefront of applying AI to engineering design while expanding beyond silicon into system analysis and computational life sciences. Prior to joining Cadence, Dr. Devgan served as corporate vice president and a member of the executive staff at Magma Design Automation and previously held management and technical roles at IBM.

Dr. Devgan is widely regarded as a leading authority on electronic design automation (EDA). During his distinguished career, he successfully pioneered the application of massively parallel and distributed architectures to create several industry firsts. He also drove the first common compiler architecture for emulation and prototyping platforms.

Dr. Devgan holds 27 U.S. patents, is an IEEE Fellow and a member of the National Academy of Engineering (NAE) and has been widely honored for his transformational impact on the industry. Dr. Devgan also serves on the boards of the Global Semiconductor Alliance and the Electronic System Design Alliance.

Dr. Devgan received a earned a B.Tech. in electrical engineering from the Indian Institute of Technology, Delhi, and M.S. and Ph.D. degrees in electrical and computer engineering from Carnegie Mellon University.

“Anirudh is one of the industry’s foremost authorities in EDA and virtualization, as well as an exceptional leader, with a proven ability to drive business growth into strategic new markets,” said Abhijit Talwalkar, chair of the board at Lam Research. “We are pleased to welcome him to our board and look forward to benefiting from the breadth of his knowledge of the semiconductor ecosystem as Lam further increases the velocity of business operations and innovation to enable the AI era.”

About Lam Research

Lam Research Corporation (NASDAQ: LRCX) is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Lam’s equipment and services allow customers to build smaller and better performing devices. In fact, today, nearly every advanced chip is built with Lam technology. We combine superior systems engineering, technology leadership, and a strong values-based culture, with an unwavering commitment to our customers. Lam Research is a FORTUNE 500® company headquartered in Fremont, California, with operations around the globe. Learn more at www.lamresearch.com.

Caution Regarding Forward-Looking Statements

Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to: anticipated benefits to Lam from this appointment; and the pace of our business operations and innovation. Some factors that may affect these forward-looking statements include: business, economic, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; the actions of our customers and competitors may be inconsistent with our expectations; trade regulations, export controls, tariffs, trade disputes, and other geopolitical

tensions may inhibit our ability to sell our products; supply chain cost increases, tariffs and other inflationary pressures have impacted and may continue to impact our profitability; supply chain disruptions or manufacturing capacity constraints may limit our ability to manufacture and sell our products; and natural and human-caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the Risk Factors described in our annual report on Form 10-K for the fiscal year ended June 29, 2025 and our quarterly report on Form 10-Q for the fiscal quarter ended December 28, 2025. You should not place undue reliance on forward-looking statements.  Lam undertakes no obligation to update any forward-looking statements.

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Company Contacts:

Laura Bakken

Media Relations

(510) 572-9021

publicrelations@lamresearch.com

Ram Ganesh

Investor Relations

(510) 572-1615

investor.relations@lamresearch.com

Source: Lam Research Corporation, (Nasdaq: LRCX)

Document

Exhibit 99.2

FOR IMMEDIATE RELEASE

Lam Research Announces Leadership Transitions to Increase Company Velocity for the AI era

FREMONT, Calif., February 3, 2026 – Lam Research Corp. (Nasdaq: LRCX) today announced it is elevating the roles of two proven leaders as the company enters its next phase of growth. Effective March 6, 2026, Sesha Varadarajan will transition to the role of Chief Operating Officer (COO). The company further announced that Karthik Rammohan will assume an expanded role as Senior Vice President (SVP), Global Operations and Enterprise Solutions. Both will play an integral role in Lam’s plans to deliver even greater value to our customers and drive Lam’s future outperformance by bringing the operational velocity essential for an accelerating semiconductor demand environment.

Varadarajan’s new role aligns Lam’s global product and service development with the company’s long term strategic direction to innovate faster and deliver on strategic objectives. Varadarajan will maintain oversight of Lam’s global product portfolio, where he has driven rapid product innovation to successfully capitalize on increasing deposition and etch intensity in recent technology inflections. As COO, he will build upon that experience with the objective to further expand Lam’s served available market, increase its market share, and accelerate growth in its services business.

Varadarajan succeeds Pat Lord, who will retire following a remarkable career over more than two decades with Lam and Novellus. Lord was instrumental in shaping the company’s operational foundation and strengthening customer partnerships to support the extraordinary expansion of the semiconductor industry.

Rammohan will maintain leadership of the company’s global manufacturing and supply chain organization and assume oversight of critical enterprise solutions including global trade, government affairs, information technology systems, quality and facilities. He brings deep expertise and a proven track record of results, having led the expansion of a diversified manufacturing network and a more flexible, resilient global supply chain. In his new role, Rammohan will bring the same rigor and execution excellence to accelerate the scaling of Lam’s operational footprint and transformation during this next phase of rising demand.

“Pat’s leadership has helped build the Lam we know today. We thank him for his many contributions and wish him well in his retirement,” said Tim Archer, president and CEO of Lam Research. “With Sesha’s and Karthik’s newly expanded roles, we are increasing velocity across our operations from product strategy and manufacturing to installation and maintenance to drive Lam’s outperformance in the AI era.”

About Lam Research

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Lam’s equipment and services allow customers to build smaller and better performing devices. In fact, today, nearly every advanced chip is built with Lam technology. We combine superior systems engineering, technology leadership, and a strong values-based culture, with an unwavering commitment to our customers. Lam Research (Nasdaq: LRCX) is a FORTUNE 500® company headquartered in Fremont, Calif., with operations around the globe. Learn more at www.lamresearch.com.

Caution Regarding Forward-Looking Statements

Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to: expectations for growth and demand; our ability to deliver value to our customers; our performance; our strategic direction; the pace of innovation; our ability to deliver on strategic objectives; our ability to expand our served available market, increase our market share, or accelerate growth in our services business; the flexibility and resilience of our supply chain; the speed of scaling of our operational footprint; and the velocity of our product strategy, manufacturing, installation and maintenance.. Some factors that may affect these

forward-looking statements include: business, economic, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; the actions of our customers and competitors may be inconsistent with our expectations; trade regulations, export controls, tariffs, trade disputes, and other geopolitical tensions may inhibit our ability to sell our products; supply chain cost increases, tariffs and other inflationary pressures have impacted and may continue to impact our profitability; supply chain disruptions or manufacturing capacity constraints may limit our ability to manufacture and sell our products; and natural and human-caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the Risk Factors described in our annual report on Form 10-K for the fiscal year ended June 29, 2025 and our quarterly report on Form 10-Q for the fiscal quarter ended December 28, 2025. These uncertainties and changes could materially affect the forward-looking statements and cause actual results to vary from expectations in a material way. The Company undertakes no obligation to update the information or statements made in this press release.

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Company Contacts:

Laura Bakken

Media Relations

(510) 572-9021

publicrelations@lamresearch.com

Ram Ganesh

Investor Relations

(510) 572-1615

investor.relations@lamresearch.com

Source: Lam Research Corporation, (Nasdaq: LRCX)