Entegris (ENTG) chair gets stock award, withholds shares to cover taxes

Rhea-AI Filing Summary

Entegris Inc Executive Chair Bertrand Loy received a grant of 34,624 shares of common stock at a stated price of $0.0000 per share in connection with settlement of performance share units for the 2023–2025 cycle under the 2020 Stock Plan. On the same date, 15,149 shares and 8,130 shares were automatically withheld at $132.6700 per share to cover tax withholding obligations upon settlement of performance share units and restricted stock units, leaving 317,767 shares held directly after these transactions.

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

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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^*

LOY BERTRAND

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		34,624(1)	A	$0(2)	341,046	D
Common Stock	02/19/2026		F		15,149(3)	D	$132.67	325,897	D
Common Stock	02/19/2026		F		8,130(4)	D	$132.67	317,767	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. Awarded in connection with the settlement of performance share units for the 2023-2025 performance cycle.

2. Awarded pursuant to the Entegris, Inc. 2020 Stock Plan in consideration of services as an employee.

3. Shares automatically withheld upon settlement of performance share units to satisfy tax withholding obligations.

4. Shares automatically withheld upon settlement of restricted stock units to satisfy tax withholding obligations.

Remarks:

	/s/ Joseph Colella, Attorney-In-Fact for Bertrand Loy	02/23/2026
	** 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).
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FAQ

What insider stock transactions did ENTEGRIS INC (ENTG) report for Bertrand Loy?

ENTEGRIS INC reported that Executive Chair Bertrand Loy received a grant of 34,624 common shares, then had 15,149 and 8,130 shares automatically withheld at $132.6700 per share to satisfy tax obligations tied to equity award settlements.

Was the Entegris (ENTG) insider stock award to Bertrand Loy part of a performance plan?

Yes. The 34,624-share award to Executive Chair Bertrand Loy was made in connection with settlement of performance share units for the 2023–2025 performance cycle, granted under the Entegris, Inc. 2020 Stock Plan in consideration of his services as an employee.

Why were shares of Entegris (ENTG) automatically withheld from Bertrand Loy’s awards?

Shares were automatically withheld from Bertrand Loy’s performance share unit and restricted stock unit settlements to satisfy tax withholding obligations, using 15,149 and 8,130 common shares at $132.6700 per share, rather than requiring a separate cash payment for those tax liabilities.

How many Entegris (ENTG) shares does Bertrand Loy hold after these Form 4 transactions?

After the grant and subsequent tax-withholding dispositions reported, Executive Chair Bertrand Loy directly holds 317,767 shares of Entegris common stock, reflecting both the 34,624-share award and the automatic withholding of 15,149 and 8,130 shares for tax obligations.

What do the Entegris (ENTG) Form 4 tax-withholding dispositions represent?

The two dispositions coded “F” represent shares automatically withheld upon settlement of performance share units and restricted stock units, used to pay tax liabilities at $132.6700 per share, rather than discretionary share sales initiated by Executive Chair Bertrand Loy.