ENTG insider filing: Daniel Woodland reports RSU tax withholding and ownership

Rhea-AI Filing Summary

Entegris insider disclosure: Daniel D. Woodland, SVP & President, Microcontamination Solutions Division, reported a disposition of 2,184 shares of Entegris Inc. (ENTG) on 08/15/2025 at a price of $77.12 per share. The filing states the shares were withheld to satisfy tax withholding following settlement of restricted stock units; following the transaction he beneficially owned 36,088.74 shares. The filing notes 121.61 of those shares were acquired under the company Employee Stock Purchase Plan on 06/30/2025. The Form 4 was filed late due to an administrative oversight and was signed by an attorney-in-fact on 08/20/2025.

Positive

• Continuing substantial ownership: Reporting person retains 36,088.74 shares following the transaction.
• ESPP participation noted: 121.61 shares were acquired under the Entegris Employee Stock Purchase Plan on 06/30/2025.

Negative

• Late filing: The Form 4 was filed late due to an "inadvertent administrative oversight," indicating a compliance lapse.
• Share disposition: 2,184 shares were disposed of (withheld) on 08/15/2025 at $77.12, reducing the reporting person's immediate share count.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding led to share disposition; late filing is a governance lapse but the transaction itself is non-material.

This Form 4 discloses a withholding-related disposition rather than an open-market sale, which is common when restricted stock units vest. The reporting person retains a substantial holding of 36,088.74 shares, indicating continued ownership exposure. The late filing, described as an "administrative oversight," raises a governance and compliance point: timely Section 16 reporting is important for market transparency and internal controls. No other changes (options, new grants, or derivative activity) are reported.

Equity Compensation Analyst

TL;DR: Withholding of 2,184 shares to cover taxes after RSU settlement is standard; impact on ownership and incentives is modest.

The disposition code indicates tax withholding after RSU settlement rather than a discretionary sale; such transactions do not materially alter incentive alignment. The inclusion of 121.61 ESPP shares from 06/30/2025 is a minor addition to total holdings. Monitor for any future open-market sales or option exercises that would more directly signal liquidity needs or changing incentives.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Woodland Daniel D.

(Last) (First) (Middle)

C/O ENTEGRIS, INC.

129 CONCORD ROAD

(Street)

BILLERICA MA 01821

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTEGRIS INC [ ENTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & President, MS Division

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025(1)		F		2,184(2)	D	$77.12	36,088.74(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4 is being filed late due to an inadvertent administrative oversight.

2. Shares withheld following settlement of restricted stock units to satisfy tax withholding obligations.

3. These shares include 121.61 shares acquired under the Entegris, Inc. Employee Stock Purchase Plan on June 30, 2025.

Remarks:

	/s/ Joseph Colella, Attorney-In-Fact for Daniel D. Woodland	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Daniel D. Woodland report on Form 4 for ENTG?

He reported a disposition of 2,184 Entegris shares on 08/15/2025 at $77.12 per share, related to tax withholding after RSU settlement.

How many Entegris (ENTG) shares does the reporting person own after the transaction?

The filing states he beneficially owned 36,088.74 shares following the reported transaction.

Why were shares disposed in this Form 4 filing?

The filing explains the 2,184 shares were withheld to satisfy tax withholding obligations following settlement of restricted stock units.

Was the Form 4 filed on time?

No. The Form 4 was filed late and the filing states this was due to an inadvertent administrative oversight.

Did the filing report any options, derivatives, or other equity grants?

No. Table II (derivative securities) shows no reported activity; only non-derivative common stock and ESPP shares are noted.