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): July 18, 2025

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA 95052-8039

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(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:

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

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. ☐

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

On July 18, 2025, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied” or the “Company”) elected James R. Anderson to the Board and the Board’s Strategy and Investment Committee, effective immediately.

Mr. Anderson will receive the standard compensation payable to non-employee directors of the Board, consisting of: (1) an annual retainer of $100,000 (prorated based on his service during the fiscal year), (2) an additional annual retainer of $10,000 for his service on the Strategy and Investment Committee (prorated based on his service during the fiscal year) and (3) an automatic grant of a number of restricted stock units equal to $240,000, divided by the market value of Applied common stock on the date of his appointment, and prorated based on the period beginning on the date of Mr. Anderson’s appointment and ending on the scheduled date of the Company’s 2026 Annual Meeting of Shareholders. The restricted stock units are scheduled to vest in full on March 1, 2026, subject to Mr. Anderson’s continued service as a director through that date.

Mr. Anderson will enter into the Company’s standard form of directors’ indemnification agreement with Applied, pursuant to which the Company agrees to indemnify its directors to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.

There are no arrangements or understandings between Mr. Anderson and any other persons pursuant to which he was elected as a director. Mr. Anderson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

Applied’s press release, dated July 22, 2025, announcing the election of Mr. Anderson to the Board is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing of Applied under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.