MKS Inc. (NASDAQ: MKSI) tops Q2 guidance with $1,248M revenue

Rhea-AI Filing Summary

MKS Inc. reported second-quarter 2026 results with revenue of $1,248 million, driven by accelerated double-digit year-over-year growth across its semiconductor, electronics & packaging, and specialty industrial end markets. Gross margin was 47.6% and GAAP operating margin was 20.1%.

GAAP net income was $175 million, or $2.41 per diluted share. Non-GAAP net earnings were $232 million, or $3.30 per diluted share, and management states that revenue and key profitability metrics were at or above the high end of guidance. Adjusted EBITDA was $358 million, a margin of 28.6%, and free cash flow was $188 million.

As of June 30, 2026, MKS held $611 million in cash and cash equivalents, with $1.5 billion of secured term loans, $1.4 billion of convertible senior notes, and €1.0 billion of senior notes outstanding, plus up to $1.0 billion of additional revolver capacity. In August 2026 the company voluntarily prepaid $100 million on its USD term loan B. Third-quarter 2026 guidance includes revenue of $1,350 million ± $40 million, GAAP diluted EPS of $2.73 ± $0.31, Non-GAAP diluted EPS of $3.58 ± $0.31, and Adjusted EBITDA of $395 million ± $28 million.

Positive

• MKS delivered Q2 2026 revenue of $1,248 million with accelerated double-digit year-over-year growth across all end markets, and GAAP and Non-GAAP earnings metrics that were at or above the high end of guidance.
• The company generated Q2 free cash flow of $188 million and in August 2026 made a voluntary $100 million principal prepayment on its USD term loan B while maintaining $611 million in cash.

Negative

• None.

Filing Explained

Convertible notes are eligible for holder-optional conversion in Q3 2026, creating conditional dilution potential without disclosed conversion or issuance.

This Form 8-K reports MKS’s second-quarter results and a material debt-status change: the conversion condition for its convertible notes was satisfied, but no conversion or share issuance is reported.

The $1.4 billion of convertible senior notes may now be converted, in whole or in part, at noteholders’ option during the third quarter of 2026; they were classified as short-term debt at June 30, 2026.

Conversion is permitted, not completed. If it results in additional shares, the total share count would increase and existing holders’ percentage ownership would decrease absent offsetting changes.

MKS says capped calls are designed to reduce potential dilution or offset cash payments above principal upon conversion, subject to a cap.

The reported results remain preliminary and are subject to finalization before the Form 10-Q for the quarter ended June 30, 2026.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $1,248 million Q2 2026 GAAP Net Income: $175 million Q2 2026 GAAP Diluted EPS: $2.41 +5 more

8 metrics

Q2 2026 Revenue $1,248 million Total net revenues for the quarter ended June 30, 2026

Q2 2026 GAAP Net Income $175 million GAAP net income for the quarter ended June 30, 2026

Q2 2026 GAAP Diluted EPS $2.41 GAAP net income per diluted share in Q2 2026

Q2 2026 Non-GAAP Diluted EPS $3.30 Non-GAAP net earnings per diluted share in Q2 2026

Q2 2026 Adjusted EBITDA $358 million Adjusted EBITDA in Q2 2026 with a 28.6% margin

Cash and Cash Equivalents $611 million Cash and cash equivalents as of June 30, 2026

Secured Term Loan Principal $1.5 billion Secured term loan principal outstanding at June 30, 2026

Q3 2026 Revenue Guidance $1,350 million ± $40 million Projected revenue for the quarter ending September 30, 2026

Key Terms

Adjusted EBITDA, Non-GAAP financial measures, convertible senior notes, capped calls, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA of $358 million and Non-GAAP net earnings per diluted share"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Non-GAAP financial measures financial

"This press release includes financial measures that are not in accordance with U.S. GAAP"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

convertible senior notes financial

"the issuance of $1.4 billion of convertible senior notes in May 2024"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped calls financial

"Convertible debt capped calls includes the antidilutive impact of the capped call transactions"

A capped call is a type of option tied to a company’s convertible securities that gives the holder the right to buy shares up to a set price, but with a fixed ceiling on the payout. Companies commonly use capped calls to reduce the number of new shares that would dilute existing shareholders if convertibles turn into stock; for investors this matters because capped calls can limit dilution, affect share supply, and alter the potential upside and risk of owning the stock.

loss on extinguishment of debt financial

"Loss on extinguishment of debt includes the non-cash write-off of unamortized debt"

Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.

restructuring and other financial

"Restructuring and other includes incremental expenses incurred in connection with restructuring programs"

Earnings Snapshot

Revenue: $1,248 million · Guidance included

Quarter ended June 30, 2026

Revenue $1,248 million vs $973 million in Q2 2025

GAAP net income $175 million vs $62 million in Q2 2025

GAAP diluted EPS $2.41 vs $0.92 in Q2 2025

Non-GAAP diluted EPS $3.30 vs $1.77 in Q2 2025

Adjusted EBITDA $358 million vs $240 million in Q2 2025

Free cash flow $188 million vs $136 million in Q2 2025

Guidance

Q3 2026 guidance: revenue $1,350 million ± $40 million; GAAP diluted EPS $2.73 ± $0.31; Non-GAAP diluted EPS $3.58 ± $0.31; Adjusted EBITDA $395 million ± $28 million.

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Available on EDGAR 08/05/2026 - 04:31 PM Accepted by SEC EDGAR 08/05/2026 - 04:31 PM Learn about SEC filing dates

FAQ

How did MKS Inc. (MKSI) perform financially in Q2 2026?

MKS Inc. reported Q2 2026 revenue of $1,248 million, GAAP net income of $175 million, and GAAP diluted EPS of $2.41. Non-GAAP net earnings were $232 million with Non-GAAP diluted EPS of $3.30, both above the high end of guidance.

What were the key profitability metrics for MKS Inc. (MKSI) in Q2 2026?

In Q2 2026, MKS achieved a gross margin of 47.6%, GAAP operating margin of 20.1%, and Non-GAAP operating margin of 25.6%. Adjusted EBITDA was $358 million, representing an Adjusted EBITDA margin of 28.6%.

What is MKS Inc.’s (MKSI) cash and debt position as of June 30, 2026?

As of June 30, 2026, MKS held $611 million in cash and cash equivalents, with $1.5 billion of secured term loan principal, $1.4 billion of convertible senior notes, and €1.0 billion of senior notes outstanding, plus up to $1.0 billion in revolver capacity.

What free cash flow did MKS Inc. (MKSI) generate in Q2 2026?

MKS generated free cash flow of $188 million in Q2 2026, calculated from net cash provided by operating activities of $243 million and purchases of property, plant and equipment of $55 million, supporting ongoing investment and debt reduction.

What guidance did MKS Inc. (MKSI) provide for Q3 2026?

For Q3 2026, MKS guided to revenue of $1,350 million ± $40 million, GAAP diluted EPS of $2.73 ± $0.31, Non-GAAP diluted EPS of $3.58 ± $0.31, and Adjusted EBITDA of $395 million ± $28 million.

What happened with MKS Inc.’s (MKSI) convertible senior notes in Q2 2026?

During Q2 2026, the stock price condition under MKS’s $1.4 billion convertible senior notes was satisfied, making them convertible at holders’ option during Q3 2026. The notes were reclassified as short-term debt, net of issuance costs, at June 30, 2026.

Did MKS Inc. (MKSI) pay dividends in Q2 2026 and what was the amount?

Yes. In Q2 2026, MKS paid cash dividends of $0.25 per common share, compared with $0.22 per share in Q2 2025. Total cash dividend payments in the first half of 2026 were $34 million.

0001049502false00010495022026-08-052026-08-05

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): August 05, 2026

MKS INC.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts			000-23621	04-2277512
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2 Tech Drive
Andover, Massachusetts				01810
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 978 645-5500

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:

☐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(s)		Name of each exchange on which registered
Common Stock, no par value		MKSI		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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, MKS Inc. announced its financial results for the quarter ended June 30, 2026. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			MKS INC.
Date:	August 5, 2026	By:	/s/ Ramakumar Mayampurath
			Name: Ramakumar Mayampurath Title: Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

MKS Inc. Reports Second Quarter 2026 Financial Results

•Revenue of $1,248 million, above the high end of guidance

•GAAP net income of $175 million and net income per diluted share of $2.41, each above the high end of guidance

•Adjusted EBITDA of $358 million and Non-GAAP net earnings per diluted share of $3.30, each above the high end of guidance

Andover, MA, August 5, 2026 -- MKS Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported its financial results for the second quarter of 2026.

“MKS delivered accelerated double-digit year-over-year revenue growth across each of our end markets in the second quarter, demonstrating our foundational role as an enabler of advanced electronics,” said John T.C. Lee, President and Chief Executive Officer. “As AI-driven investment levels intensify across semiconductor and advanced packaging applications, our momentum is continuing to build, including rapidly growing order volumes. With the industry’s broadest technology capabilities, deep relationships in the electronics ecosystem, and enhanced capacity to deliver to customer demand, we are confident in MKS’ near- and long-term growth prospects.”

“Our second quarter revenue and key profitability metrics once again came in at or above the high end of our guided ranges, underscoring our strong execution and favorable position in a robust demand environment,” said Ram Mayampurath, Executive Vice President and Chief Financial Officer. “We are demonstrating our ability to drive profitable growth and healthy free cash flow as we further strengthen our balance sheet and invest for the future.”

Selected GAAP and Non-GAAP Financial Measures

(In millions, except per share data)

	Three Months Ended												Six Months Ended
	Q2 2026				Q1 2026				Q2 2025				Q2 2026				Q2 2025
Net Revenues
Semiconductor	$	554			$	466			$	432			$	1,019			$	846
Electronics & Packaging		381				321				266				703				519
Specialty Industrial		313				291				275				604				545
Total net revenues	$	1,248			$	1,078			$	973			$	2,326			$	1,910
Gross Margin		47.6	%			47.0	%			46.6	%			47.3	%			47.0	%
GAAP Financial Measures
Operating margin		20.1	%			13.8	%			13.9	%			17.2	%			12.9	%
Net income	$	175			$	84			$	62			$	258			$	114
Net income per diluted share	$	2.41			$	1.18			$	0.92			$	3.60			$	1.69
Non-GAAP Financial Measures
Operating margin		25.6	%			21.8	%			20.8	%			23.9	%			20.5	%
Net earnings	$	232			$	157			$	119			$	389			$	235
Net earnings per diluted share	$	3.30			$	2.30			$	1.77			$	5.61			$	3.48

Additional Financial Information

At June 30, 2026, the Company had $611 million in cash and cash equivalents, $1.5 billion of secured term loan principal outstanding, $1.4 billion of convertible senior notes outstanding, €1.0 billion of senior notes outstanding and up to $1.0 billion of additional borrowing capacity under a revolving credit facility, subject to certain leverage ratio requirements. The trading price of our common stock during the second quarter of 2026 resulted in the satisfaction of the stock price conversion condition under the indenture governing our convertible senior notes. As a result, the convertible senior notes are convertible, in whole or in part, at the option of the noteholders at any time during the third quarter of 2026, and were classified as short-term debt, net of issuances costs, at June 30, 2026.

In August 2026, the Company made a voluntary principal prepayment of $100 million on its USD term loan B.

Third Quarter 2026 Guidance

•Revenue of $1,350 million, plus or minus $40 million

•Gross margin of 47.0%, plus or minus 1.0%

•GAAP operating expenses of $346 million, plus or minus $5 million and Non-GAAP operating expenses of $280 million, plus or minus $5 million

•GAAP net income of $201 million, plus or minus $23 million and Non-GAAP net earnings of $257 million, plus or minus $22 million

•GAAP net income per diluted share of $2.73, plus or minus $0.31 and Non-GAAP net earnings per diluted share of $3.58, plus or minus $0.31

•Adjusted EBITDA of $395 million, plus or minus $28 million

The guidance for the third quarter is based on the current business environment, including the impact of U.S. import tariffs and the imposition of retaliatory actions taken by other countries up through but not including the date of this release. The Company will continue to monitor and adapt to changes in the business environment as needed.

Conference Call Details

A conference call with management will be held on Thursday, August 6, 2026 at 8:30 a.m. (Eastern Time). To participate in the call by phone, participants should visit the Investor Relations section of MKS’ website at investor.mks.com and click on Events & Presentations, where you will be able to register online and receive dial-in details. We encourage participants to register and dial in to the conference call at least 15 minutes before the start of the call to ensure a timely connection. A live and archived webcast and related presentation materials will be available on the Investor Relations section of the MKS website.

About MKS Inc.

MKS Inc. (NASDAQ: MKSI) enables technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world's leading technology and industrial companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed, feature enhancement, and optimized connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications. Additional information can be found at www.mks.com.

Use of Non-GAAP Financial Results

This press release includes financial measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP financial measures”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported results under U.S. generally accepted accounting principles (“GAAP”), and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further information regarding these Non-GAAP financial measures, please refer to the tables

presenting reconciliations of our Non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the end of this press release.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the future financial performance, business prospects and growth of MKS Inc. (“MKS,” the “Company,” “our,” or “we”). These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should be considered forward-looking statements. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements that we make are the level and terms of our substantial indebtedness and our ability to service such debt; risks related to pursuing, completing, and/or failing to realize the benefits of acquisitions and other strategic transactions critical to our growth strategy; risks related to cybersecurity, data privacy and intellectual property; manufacturing and sourcing risks, including supply chain disruptions, component shortages and price increases, the use of limited, sole source and international suppliers, the relocation of manufacturing operations, and product defects; risks associated with doing business internationally, including geopolitical conflicts, trade compliance, trade protection measures, such as import tariffs by the United States and/or retaliatory actions taken by other countries, regulatory restrictions on our products, components or markets, particularly the semiconductor market, and unfavorable currency exchange and tax rate fluctuations; conditions affecting the markets in which we operate, including intense competition, rapid technological and market changes, dependence on new product development, the ability to anticipate and meet customer demand, fluctuations in capital spending in the semiconductor, electronics manufacturing and automotive industries, and fluctuations in sales to our major customers; disruptions or delays from third-party service providers upon which our operations may rely; risks associated with the attraction and retention of key personnel; potential fluctuations in quarterly results; volatility of stock price; risks associated with chemical manufacturing and environmental regulation compliance; risks associated with artificial intelligence (“AI”); financial and legal risk management; and the other important factors described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission and any subsequent Quarterly Reports on Form 10-Q. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, even if subsequent events cause our views to change, after the date

of this press release. Amounts reported in this press release are preliminary and subject to finalization prior to the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Company Contact:

Paretosh Misra

Vice President, Investor Relations

Telephone: (978) 284-4705

Email: paretosh.misra@mks.com

MKS Inc.

Unaudited Consolidated Statements of Operations

(In millions, except per share data)

	Three Months Ended												Six Months Ended
	June 30,				March 31,				June 30,				June 30,				June 30,
	2026				2026				2025				2026				2025
Net revenues:
Products	$	1,104			$	954			$	848			$	2,058			$	1,668
Services		144				124				125				268				242
Total net revenues		1,248				1,078				973				2,326				1,910
Cost of revenues:
Products		582				514				463				1,096				900
Services		71				57				57				129				113
Total cost of revenues (exclusive of amortization shown separately below)		653				571				520				1,225				1,013
Gross profit		595				507				453				1,101				897
Research and development		76				81				76				157				145
Selling, general and administrative		200				190				175				389				361
Restructuring and other		6				3				5				9				21
Legal settlement		—				3				—				3				—
Fees and expenses related to debt activities		—				18				—				18				2
Amortization of intangible assets		62				63				62				125				122
Income from operations		251				149				135				400				246
Interest income		(2	)			(2	)			(4	)			(4	)			(7	)
Interest expense		38				45				55				83				108
Loss on extinguishment of debt		4				5				2				9				5
Other (income) expense, net		(2	)			(1	)			10				(2	)			9
Income before income taxes		213				102				72				314				131
Provision for income taxes		38				18				10				56				17
Net income	$	175			$	84			$	62			$	258			$	114
Net income per common share:
Basic	$	2.59			$	1.24			$	0.92			$	3.83			$	1.69
Diluted	$	2.41			$	1.18			$	0.92			$	3.60			$	1.69
Cash dividends per common share	$	0.25			$	0.25			$	0.22			$	0.50			$	0.44
Weighted average common shares outstanding:
Basic		67.6				67.4				67.2				67.5				67.3
Diluted		72.7				71.1				67.4				71.9				67.5

MKS Inc.

Unaudited Consolidated Balance Sheets

(In millions)

		June 30,				December 31,
		2026				2025
ASSETS
Cash and cash equivalents		$	611			$	675
Trade accounts receivable, net			830				651
Inventories			1,033				921
Other current assets			300				263
Total current assets			2,774				2,510
Property, plant and equipment, net			798				810
Right-of-use assets			265				270
Goodwill			2,580				2,574
Intangible assets, net			2,015				2,140
Other assets			509				492
Total assets		$	8,941			$	8,796
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt		$	1,399			$	51
Accounts payable			534				407
Other current liabilities			491				469
Total current liabilities			2,424				927
Long-term debt, net			2,544				4,150
Non-current deferred taxes			438				474
Non-current accrued compensation			147				149
Non-current lease liabilities			243				246
Other non-current liabilities			157				131
Total liabilities			5,953				6,077
Stockholders' equity:
Common stock			—				—
Additional paid-in capital			2,093				2,101
Retained earnings			936				711
Accumulated other comprehensive loss			(41	)			(93	)
Total stockholders' equity			2,988				2,719
Total liabilities and stockholders' equity		$	8,941			$	8,796

MKS Inc.

Unaudited Consolidated Statements of Cash Flows

(In millions)

	Three Months Ended												Six Months Ended
	June 30,				March 31,				June 30,				June 30,				June 30,
	2026				2026				2025				2026				2025
Cash flows from operating activities:
Net income	$	175			$	84			$	62			$	258			$	114
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		85				85				87				171				172
Unrealized (gain) loss on foreign currency and derivative instruments		(2	)			—				2				(2	)			4
Amortization of debt issuance costs and original issue discounts		3				4				7				8				13
Loss on extinguishment of debt		4				5				2				9				5
Stock-based compensation		15				19				12				34				34
Provision for excess and obsolete inventory		5				13				10				17				27
Deferred income taxes		(20	)			(24	)			(44	)			(44	)			(80	)
Other		(4	)			1				(1	)			(4	)			—
Changes in operating assets and liabilities		(18	)			(134	)			28				(151	)			17
Net cash provided by operating activities		243				53				165				296				306
Cash flows from investing activities:
Purchases of investments		—				—				—				(1	)			—
Proceeds from sale of long-lived assets		—				—				2				—				2
Purchases of property, plant and equipment		(55	)			(25	)			(29	)			(79	)			(47	)
Net cash used in investing activities		(55	)			(25	)			(27	)			(80	)			(45	)
Cash flows from financing activities:
Repurchase of common stock		—				—				—				—				(45	)
Proceeds from borrowings		—				1,192				—				1,192				—
Payments of borrowings		(104	)			(1,274	)			(113	)			(1,378	)			(225	)
Payments of deferred financing fees		—				(22	)			—				(22	)			—
Dividend payments		(17	)			(17	)			(15	)			(34	)			(30	)
Net payments related to employee stock awards		(26	)			(16	)			—				(42	)			(5	)
Other financing activities		(1	)			—				(1	)			(1	)			(4	)
Net cash used in financing activities		(148	)			(137	)			(129	)			(285	)			(309	)
Effect of exchange rate changes on cash and cash equivalents		2				3				10				5				8
Increase (decrease) in cash and cash equivalents		42				(106	)			19				(64	)			(40	)
Cash and cash equivalents at beginning of period		569				675				655				675				714
Cash and cash equivalents at end of period	$	611			$	569			$	674			$	611			$	674

The following supplemental Non-GAAP earnings information is presented to aid in understanding MKS’ operating results:

MKS Inc.

Schedule Reconciling Selected Non-GAAP Financial Measures

(In millions, except per share data)

	Three Months Ended												Six Months Ended
	June 30,				March 31,				June 30,				June 30,				June 30,
	2026				2026				2025				2026				2025
Net income	$	175			$	84			$	62			$	258			$	114
Restructuring and other		6				3				5				9				21
Legal settlement		—				3				—				3				—
Amortization of intangible assets		62				63				62				125				122
Loss on extinguishment of debt		4				5				2				9				5
Amortization of debt issuance costs		3				4				5				7				9
Loss from de-designation of interest rate hedges		—				2				—				2				—
Fees and expenses related to debt activities		—				18				—				18				2
Tax effect of Non-GAAP adjustments		(18	)			(23	)			(17	)			(42	)			(38	)
Non-GAAP net earnings	$	232			$	157			$	119			$	389			$	235
Non-GAAP net earnings per diluted share	$	3.30			$	2.30			$	1.77			$	5.61			$	3.48
Weighted average diluted shares outstanding		72.7				71.1				67.4				71.9				67.5
Convertible debt capped calls		(2.4	)			(2.9	)			—				(2.7	)			—
Non-GAAP weighted average diluted shares outstanding		70.3				68.2				67.4				69.2				67.5
Net cash provided by operating activities	$	243			$	53			$	165			$	296			$	306
Purchases of property, plant and equipment		(55	)			(25	)			(29	)			(79	)			(47	)
Free cash flow	$	188			$	29			$	136			$	217			$	259
Operating expenses	$	344			$	358			$	318			$	701			$	651
Restructuring and other		6				3				5				9				21
Legal settlement		—				3				—				3				—
Amortization of intangible assets		62				63				62				125				122
Fees and expenses related to debt activities		—				18				—				18				2
Non-GAAP operating expenses	$	275			$	271			$	251			$	547			$	505
Income from operations	$	251			$	149			$	135			$	400			$	246
Operating margin		20.1	%			13.8	%			13.9	%			17.2	%			12.9	%
Restructuring and other		6				3				5				9				21
Legal settlement		—				3				—				3				—
Amortization of intangible assets		62				63				62				125				122
Fees and expenses related to debt activities		—				18				—				18				2
Non-GAAP income from operations	$	320			$	235			$	202			$	555			$	392
Non-GAAP operating margin		25.6	%			21.8	%			20.8	%			23.9	%			20.5	%
Interest expense, net	$	36			$	43			$	51			$	79			$	101
Amortization of debt issuance costs		3				4				5				7				9
Loss from de-designation of interest rate hedges		—				2				—				2				—
Non-GAAP interest expense, net	$	33			$	37			$	46			$	71			$	92
Net income	$	175			$	84			$	62			$	258			$	114
Interest expense, net		36				43				51				79				101
Other (income) expense, net		(2	)			(1	)			10				(2	)			9
Provision for income taxes		38				18				10				56				17
Depreciation		23				22				26				46				51
Amortization of intangible assets		62				63				62				125				122
Stock-based compensation		15				19				12				34				34
Restructuring and other		6				3				5				9				21
Legal settlement		—				3				—				3				—
Loss on extinguishment of debt		4				5				2				9				5
Fees and expenses related to debt activities		—				18				—				18				2
Adjusted EBITDA	$	358			$	277			$	240			$	635			$	476
Adjusted EBITDA margin		28.6	%			25.7	%			24.7	%			27.3	%			24.9	%

MKS Inc.

Schedule Reconciling Selected Non-GAAP Financial Measures

(In millions, except per share data)

		Three Months Ended June 30, 2026										Three Months Ended March 31, 2026
		Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate		Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate
GAAP		$	213			$	38			17.8%		$	102			$	18			17.7%
Restructuring and other			6				—						3				—
Legal settlement			—				—						3				—
Amortization of intangible assets			62				—						63				—
Loss on extinguishment of debt			4				—						5				—
Amortization of debt issuance costs			3				—						4				—
Loss from de-designation of interest rate hedges			—				—						2				—
Fees and expenses related to debt activities			—				—						18				—
Tax effect of Non-GAAP adjustments			—				18						—				23
Non-GAAP		$	288			$	56			19.6%		$	198			$	41			20.9%

								Three Months Ended June 30, 2025
								Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate
GAAP								$	72			$	10			13.6%
Restructuring and other									5				—
Amortization of intangible assets									62				—
Loss on extinguishment of debt									2				—
Amortization of debt issuance costs									5				—
Fees and expenses related to debt activities									—				—
Tax effect of Non-GAAP adjustments									—				17
Non-GAAP								$	146			$	27			18.2%

		Six Months Ended June 30, 2026										Six Months Ended June 30, 2025
		Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate		Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate
GAAP		$	314			$	56			17.8%		$	131			$	17			13.0%
Restructuring and other			9				—						21				—
Legal settlement			3				—						—				—
Amortization of intangible assets			125				—						122				—
Loss on extinguishment of debt			9				—						5				—
Amortization of debt issuance costs			7				—						9				—
Loss from de-designation of interest rate hedges			2				—						—				—
Fees and expenses related to debt activities			18				—						2				—
Tax effect of Non-GAAP adjustments			—				42						—				38
Non-GAAP		$	486			$	98			20.1%		$	290			$	55			19.1%

MKS Inc.

Schedule Reconciling Selected Non-GAAP Financial Measures - Q3’26 Guidance

(In millions, except per share data)

	Three Months Ending September 30, 2026
	$ Amount			Per Share
GAAP net income and net income per share	$	201		$	2.73
Restructuring and other		5
Amortization of intangible assets		61
Loss on extinguishment of debt		6
Amortization of debt issuance costs		3
Tax effect of Non-GAAP adjustments		(19	)
Non-GAAP net earnings and net earnings per share	$	257		$	3.58
Weighted average diluted shares		73.6
Convertible debt capped calls		(1.8	)
Non-GAAP weighted average diluted shares		71.8
GAAP operating expenses	$	346
Restructuring and other		(5	)
Amortization of intangible assets		(61	)
Non-GAAP operating expenses	$	280
GAAP net income		201
Interest expense, net		36
Provision for income taxes		46
Depreciation		25
Restructuring and other		5
Amortization of intangible assets		61
Stock-based compensation		15
Loss on extinguishment of debt		6
Adjusted EBITDA	$	395

MKS Inc.
Notes on Our Non-GAAP Financial Information

Non-GAAP financial measures adjust GAAP financial measures for the items listed below. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported GAAP results, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Totals presented may not sum and percentages may not recalculate using figures presented due to rounding.

Restructuring and other includes incremental expenses incurred in connection with restructuring programs and other strategic initiatives, primarily related to changes in business and/or cost structure. Such costs may include third-party services, one-time termination benefits, facility-related costs, contract termination fees and other items that have no direct correlation to our future business operations.

Legal settlement includes charges related to the resolution of legal matters.

Amortization of intangible assets includes non-cash amortization expense associated with intangible assets acquired in acquisitions.

Loss on extinguishment of debt includes the non-cash write-off of unamortized debt issuance costs and original issue discount costs incurred from voluntary prepayments, refinancings and/or repricings of our term loan facility.

Amortization of debt issuance costs includes non-cash additional interest expense related to the amortization of debt issuance costs associated with our debt.

Loss from de-designation of interest rate hedges includes a cash loss from the de-designation of certain interest rate hedges in connection with the voluntary prepayment of the USD term loan B.

Fees and expenses related to debt activities includes direct third-party costs related to repricings or refinancings of our term loan facility and the issuance of our €1.0 billion of senior notes due 2034 in February 2026.

Convertible debt capped calls includes the antidilutive impact of the capped call transactions entered into in connection with the issuance of $1.4 billion of convertible senior notes in May 2024. The capped calls are designed to reduce potential dilution to the Company’s common stock and/or offset cash payments in excess of the principal upon conversion of the notes, subject to a cap. Because the capped calls are excluded from GAAP diluted share calculations, GAAP and Non‑GAAP diluted share counts will differ.

Tax effect of Non-GAAP adjustments includes the impact of Non-GAAP adjustments that are tax effected at applicable statutory rates resulting in a difference between the GAAP and Non-GAAP tax rates.

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