Gary E. Dickerson - 01 Dec 2021 Form 4 Insider Report for APPLIED MATERIALS INC /DE (AMAT)

Footnote F1

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.00 to $152.99, inclusive. The reporting person undertakes to provide to Applied Materials, Inc. ("Applied"), any security holder of Applied, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 3 and 4 to this Form 4.

Footnote F2

Increased number of shares reflects periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-3 and Rule 16b-3. Number of shares includes 777,400 performance shares and restricted stock units previously reported that in the future will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur as follows: (a) 256,090 performance shares are scheduled to vest in December 2021, (b) 108,054 restricted stock units are scheduled to vest in installments in December of 2021 through 2023, (c) 297,111 performance shares are scheduled to vest in installments in December of 2022 and 2023, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals, and (d) 116,145 performance shares are scheduled to vest in October of 2025, which number of shares is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals; notwithstanding the foregoing, if Mr. Dickerson's employment is terminated without cause prior to the end of the performance period, any unvested portion of the award will vest based on achievement of specified performance goals through his last day of employment (all vesting is subject to continued employment through each applicable vesting date).

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.00 to $153.99, inclusive.

Footnote F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.00 to $154.28, inclusive.

Footnote F5

Represents performance shares acquired based on achievement of specified performance goals related to performance shares previously granted. This acquisition is exempt under Rule 16b-3. The shares are scheduled to vest on December 19, 2021, subject to continued employment through the vesting date.

Footnote F6

Represents performance shares that will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur on December 19, 2024, depending on the achievement of specified performance goals and continued employment through the vesting date. The number of shares shown is the target amount, and the actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on the achievement of specified performance goals.

Footnote F7

Represents restricted stock units that will be converted on a one-for-one basis into shares of Applied common stock upon vesting, which vesting is scheduled to occur in three equal annual installments beginning December 19, 2022, subject to continued employment through each applicable vesting date.