MKS preliminary Q3 revenue hits record $1.41B
A $500 million repurchase authorization replaces a program with approximately $28 million remaining; the special-meeting threshold falls to 25%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
MKS Inc. reported preliminary Q3 2026 revenue of $1,413 million and GAAP net income of $236 million, versus $988 million and $74 million a year earlier. Diluted GAAP EPS was $3.26, non-GAAP net earnings per diluted share were $4.18, and Adjusted EBITDA was $434 million; revenue and both EPS measures exceeded the high end of guidance. Semiconductor and Electronics & Packaging revenue grew 54% and 43% year over year.
For Q4, MKS guided to revenue of $1,490 million, plus or minus $40 million, and GAAP net income of $294 million, plus or minus $28 million; guidance excludes the pending Ophir Optics sale. At September 30, 2026, cash was $676 million. Convertible senior notes of $1.4 billion were classified as short-term debt and were convertible at noteholders’ option during Q4 2026.
Effective November 2, 2026, MKS authorized up to $500 million in common-stock repurchases, replacing a program with approximately $28 million remaining, and declared a $0.25 quarterly dividend payable December 7 to holders of record November 25. Its bylaws lowered the voting-stock threshold to call a special meeting from 40% to 25%, measured on a net long basis.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRecord Q3 revenue of $1,413 million and GAAP net income of $236 million.
- Minor pointQuarterly dividend rose from $0.22 to $0.25 per share.
Negative
- Moderate pointConvertible notes: $1.4 billion classified as short-term debt.
Filing Explained
At September 30, MKS reported
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Non-GAAP net earnings financial
convertible senior notes financial
capped calls financial
net long basis regulatory
Earnings Snapshot
For Q4 2026, revenue of $1,490 million, plus or minus $40 million; GAAP net income of $294 million, plus or minus $28 million; GAAP diluted EPS of $4.04, plus or minus $0.38; non-GAAP net earnings of $352 million, plus or minus $27 million; and Adjusted EBITDA of $461 million, plus or minus $29 million. Guidance excludes the impact of the pending Ophir Optics business sale.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did MKSI report for Q3 2026?
When will MKSI pay its quarterly dividend?
What is MKSI’s Q4 2026 revenue guidance?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): |
(Exact name of Registrant as Specified in Its Charter)
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: |
(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:
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Trading |
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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 November 4, 2026, MKS Inc. (the “Company”) announced its financial results for the quarter ended September 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 Item 2.02 and Exhibit 99.1 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 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 2, 2026, the Board of Directors (the “Board”) of the Company approved and adopted the Third Amended and Restated By-Laws of the Company (the “Third Amended and Restated By-Laws”), effective as of the same date. The Third Amended and Restated By-Laws, among other things, (i) reduce the threshold percentage of voting stock required to call a special meeting of shareholders from 40% to 25%, (ii) provide that such ownership threshold is measured on a net long basis, (iii) specify the evidence of ownership and other information that shareholders must provide when requesting to call a special meeting of shareholders, and (iv) incorporate various other administrative, technical, clarifying and conforming changes.
The foregoing summary of the Third Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release relating to the matter described in Item 8.01 of this Current Report on Form 8-K is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On November 2, 2026, the Board approved a new share repurchase program pursuant to which the Company may repurchase up to $500 million of its common stock (the “2026 Share Repurchase Program”). Repurchases may be made from time to time on the open market, in privately negotiated transactions, or by other appropriate means. The 2026 Share Repurchase Program became effective on November 2, 2026 and replaced the Company’s prior share repurchase program approved in July 2011, of which approximately $28 million remained available. The Board may suspend or terminate the 2026 Share Repurchase Program at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Third Amended and Restated By-Laws, effective November 2, 2026
99.1 MKS Inc. Reports Third Quarter 2026 Financial Results
99.2 MKS Inc. Announces $500 Million Share Repurchase Program and Declares Quarterly Cash Dividend
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.
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MKS INC. |
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Date: |
November 4, 2026 |
By: |
/s/ Ramakumar Mayampurath |
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Name: Ramakumar Mayampurath |
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EXHIBIT 99.1 |
MKS Inc. Reports Third Quarter 2026 Financial Results
Andover, MA, November 4, 2026 -- MKS Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported its financial results for the third quarter of 2026.
“Our business momentum continued to build in the third quarter. Revenue in each of our end markets was at or above the high end of our guidance, led by 54% year-over-year growth in Semiconductor and 43% growth in Electronics & Packaging,” said John T.C. Lee, President and Chief Executive Officer. “From chips to substrates and advanced PCBs, the fundamental challenges of stacking, scaling, and new materials are becoming more integral in the AI era. MKS brings the broadest set of capabilities across both the semiconductor and advanced packaging markets to deliver foundational innovation, and that is driving robust orders and new design wins that set us up for continued strong performance.”
“Q3 performance exceeded the high end of our guidance ranges for revenue and EPS, and we’re poised for a strong finish to 2026,” said Ram Mayampurath, Executive Vice President and Chief Financial Officer. “Our business model is delivering scale benefits that, combined with accelerating revenue, are driving gross and operating margin expansion, strong earnings growth and cash generation. With our exposure to attractive growth markets, mix of equipment solutions and consumables, and a healthy balance sheet, MKS is well positioned to generate significant, durable shareholder returns.”
Selected GAAP and Non-GAAP Financial Measures
(In millions, except per share data)
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Three Months Ended |
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Nine Months Ended |
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Q3 2026 |
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Q2 2026 |
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Q3 2025 |
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Q3 2026 |
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Q3 2025 |
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Net Revenues |
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Semiconductor |
$ |
638 |
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$ |
554 |
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$ |
415 |
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$ |
1,658 |
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$ |
1,261 |
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Electronics & Packaging |
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415 |
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381 |
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289 |
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1,118 |
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809 |
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Specialty Industrial |
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360 |
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313 |
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284 |
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963 |
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828 |
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Total net revenues |
$ |
1,413 |
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$ |
1,248 |
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$ |
988 |
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$ |
3,739 |
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$ |
2,898 |
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Gross Margin |
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47.7 |
% |
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47.6 |
% |
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46.6 |
% |
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47.5 |
% |
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46.9 |
% |
GAAP Financial Measures |
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Operating margin |
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23.1 |
% |
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20.1 |
% |
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14.0 |
% |
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19.4 |
% |
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13.3 |
% |
Net income |
$ |
236 |
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$ |
175 |
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$ |
74 |
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$ |
495 |
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$ |
188 |
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Net income per diluted share |
$ |
3.26 |
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$ |
2.41 |
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$ |
1.10 |
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$ |
6.86 |
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$ |
2.78 |
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Non-GAAP Financial Measures |
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Operating margin |
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27.8 |
% |
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25.6 |
% |
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20.8 |
% |
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25.3 |
% |
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20.6 |
% |
Net earnings |
$ |
292 |
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$ |
232 |
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$ |
130 |
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$ |
681 |
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$ |
365 |
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Net earnings per diluted share |
$ |
4.18 |
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$ |
3.30 |
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$ |
1.93 |
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$ |
9.80 |
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$ |
5.41 |
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Additional Financial Information
At September 30, 2026, the Company had $676 million in cash and cash equivalents, $1.3 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. During the third quarter of 2026, the trading price of our common stock continued to satisfy 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 fourth quarter of 2026, and were classified as short-term debt, net of issuances costs, at September 30, 2026.
In November 2026, the Company made a voluntary principal prepayment of $100 million on its USD term loan B.
Fourth Quarter 2026 Guidance
The guidance for the fourth quarter does not include the impact of the Company’s pending sale of its Ophir® Optics business and 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, November 5, 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, including the pending sale of our Ophir Optics business; 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 September 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 |
|
|
Nine Months Ended |
|
||||||||||||||
|
September 30, |
|
|
June 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|||||
|
2026 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|||||
Net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Products |
$ |
1,264 |
|
|
$ |
1,104 |
|
|
$ |
860 |
|
|
$ |
3,322 |
|
|
$ |
2,528 |
|
Services |
|
149 |
|
|
|
144 |
|
|
|
128 |
|
|
|
417 |
|
|
|
370 |
|
Total net revenues |
|
1,413 |
|
|
|
1,248 |
|
|
|
988 |
|
|
|
3,739 |
|
|
|
2,898 |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Products |
|
668 |
|
|
|
582 |
|
|
|
466 |
|
|
|
1,764 |
|
|
|
1,367 |
|
Services |
|
71 |
|
|
|
71 |
|
|
|
61 |
|
|
|
199 |
|
|
|
173 |
|
Total cost of revenues (exclusive of amortization shown separately below) |
|
739 |
|
|
|
653 |
|
|
|
527 |
|
|
|
1,963 |
|
|
|
1,540 |
|
Gross profit |
|
674 |
|
|
|
595 |
|
|
|
461 |
|
|
|
1,776 |
|
|
|
1,358 |
|
Research and development |
|
80 |
|
|
|
76 |
|
|
|
76 |
|
|
|
237 |
|
|
|
222 |
|
Selling, general and administrative |
|
201 |
|
|
|
200 |
|
|
|
180 |
|
|
|
591 |
|
|
|
539 |
|
Restructuring and other |
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
14 |
|
|
|
26 |
|
Legal settlement |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Fees and expenses related to debt activities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
2 |
|
Amortization of intangible assets |
|
62 |
|
|
|
62 |
|
|
|
63 |
|
|
|
187 |
|
|
|
184 |
|
Income from operations |
|
326 |
|
|
|
251 |
|
|
|
138 |
|
|
|
726 |
|
|
|
385 |
|
Interest income |
|
(2 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(6 |
) |
|
|
(11 |
) |
Interest expense |
|
38 |
|
|
|
38 |
|
|
|
53 |
|
|
|
121 |
|
|
|
162 |
|
Loss on extinguishment of debt |
|
5 |
|
|
|
4 |
|
|
|
2 |
|
|
|
14 |
|
|
|
8 |
|
Other (income) expense, net |
|
(2 |
) |
|
|
(2 |
) |
|
|
2 |
|
|
|
(4 |
) |
|
|
11 |
|
Income before income taxes |
|
287 |
|
|
|
213 |
|
|
|
84 |
|
|
|
601 |
|
|
|
215 |
|
Provision for income taxes |
|
51 |
|
|
|
38 |
|
|
|
10 |
|
|
|
106 |
|
|
|
27 |
|
Net income |
$ |
236 |
|
|
$ |
175 |
|
|
$ |
74 |
|
|
$ |
495 |
|
|
$ |
188 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
$ |
3.49 |
|
|
$ |
2.59 |
|
|
$ |
1.10 |
|
|
$ |
7.32 |
|
|
$ |
2.79 |
|
Diluted |
$ |
3.26 |
|
|
$ |
2.41 |
|
|
$ |
1.10 |
|
|
$ |
6.86 |
|
|
$ |
2.78 |
|
Cash dividends per common share |
$ |
0.25 |
|
|
$ |
0.25 |
|
|
$ |
0.22 |
|
|
$ |
0.75 |
|
|
$ |
0.66 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
|
67.7 |
|
|
|
67.6 |
|
|
|
67.3 |
|
|
|
67.6 |
|
|
|
67.3 |
|
Diluted |
|
72.5 |
|
|
|
72.7 |
|
|
|
67.6 |
|
|
|
72.1 |
|
|
|
67.6 |
|
MKS Inc.
Unaudited Consolidated Balance Sheets
(In millions)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
ASSETS |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
676 |
|
|
$ |
675 |
|
Trade accounts receivable, net |
|
|
902 |
|
|
|
651 |
|
Inventories |
|
|
1,162 |
|
|
|
921 |
|
Other current assets |
|
|
318 |
|
|
|
263 |
|
Total current assets |
|
|
3,058 |
|
|
|
2,510 |
|
Property, plant and equipment, net |
|
|
820 |
|
|
|
810 |
|
Right-of-use assets |
|
|
259 |
|
|
|
270 |
|
Goodwill |
|
|
2,600 |
|
|
|
2,574 |
|
Intangible assets, net |
|
|
1,973 |
|
|
|
2,140 |
|
Other assets |
|
|
522 |
|
|
|
492 |
|
Total assets |
|
$ |
9,232 |
|
|
$ |
8,796 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Short-term debt |
|
$ |
1,400 |
|
|
$ |
51 |
|
Accounts payable |
|
|
591 |
|
|
|
407 |
|
Other current liabilities |
|
|
588 |
|
|
|
469 |
|
Total current liabilities |
|
|
2,579 |
|
|
|
927 |
|
Long-term debt, net |
|
|
2,377 |
|
|
|
4,150 |
|
Non-current deferred taxes |
|
|
430 |
|
|
|
474 |
|
Non-current accrued compensation |
|
|
146 |
|
|
|
149 |
|
Non-current lease liabilities |
|
|
238 |
|
|
|
246 |
|
Other non-current liabilities |
|
|
176 |
|
|
|
131 |
|
Total liabilities |
|
|
5,946 |
|
|
|
6,077 |
|
Stockholders' equity: |
|
|
|
|
|
|
||
Common stock |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
2,108 |
|
|
|
2,101 |
|
Retained earnings |
|
|
1,155 |
|
|
|
711 |
|
Accumulated other comprehensive income (loss) |
|
|
23 |
|
|
|
(93 |
) |
Total stockholders' equity |
|
|
3,286 |
|
|
|
2,719 |
|
Total liabilities and stockholders' equity |
|
$ |
9,232 |
|
|
$ |
8,796 |
|
MKS Inc.
Unaudited Consolidated Statements of Cash Flows
(In millions)
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||||||
|
September 30, |
|
|
June 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|||||
|
2026 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income |
$ |
236 |
|
|
$ |
175 |
|
|
$ |
74 |
|
|
$ |
495 |
|
|
$ |
188 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
88 |
|
|
|
85 |
|
|
|
85 |
|
|
|
259 |
|
|
|
258 |
|
Unrealized (gain) loss on foreign currency and derivative instruments |
|
(2 |
) |
|
|
(2 |
) |
|
|
(8 |
) |
|
|
(4 |
) |
|
|
(4 |
) |
Amortization of debt issuance costs and original issue discounts |
|
3 |
|
|
|
3 |
|
|
|
7 |
|
|
|
11 |
|
|
|
20 |
|
Loss on extinguishment of debt |
|
5 |
|
|
|
4 |
|
|
|
2 |
|
|
|
14 |
|
|
|
8 |
|
Stock-based compensation |
|
15 |
|
|
|
15 |
|
|
|
12 |
|
|
|
49 |
|
|
|
46 |
|
Provision for excess and obsolete inventory |
|
4 |
|
|
|
5 |
|
|
|
10 |
|
|
|
21 |
|
|
|
37 |
|
Deferred income taxes |
|
(20 |
) |
|
|
(20 |
) |
|
|
(44 |
) |
|
|
(64 |
) |
|
|
(125 |
) |
Other |
|
3 |
|
|
|
(4 |
) |
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
Changes in operating assets and liabilities |
|
(40 |
) |
|
|
(18 |
) |
|
|
58 |
|
|
|
(192 |
) |
|
|
75 |
|
Net cash provided by operating activities |
|
292 |
|
|
|
243 |
|
|
|
197 |
|
|
|
588 |
|
|
|
503 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of investments |
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Proceeds from sale of long-lived assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Purchases of property, plant and equipment |
|
(49 |
) |
|
|
(55 |
) |
|
|
(50 |
) |
|
|
(128 |
) |
|
|
(98 |
) |
Net cash used in investing activities |
|
(49 |
) |
|
|
(55 |
) |
|
|
(51 |
) |
|
|
(129 |
) |
|
|
(96 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(45 |
) |
Proceeds from borrowings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,192 |
|
|
|
— |
|
Payments of borrowings |
|
(163 |
) |
|
|
(104 |
) |
|
|
(113 |
) |
|
|
(1,541 |
) |
|
|
(338 |
) |
Payments of deferred financing fees |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22 |
) |
|
|
— |
|
Dividend payments |
|
(17 |
) |
|
|
(17 |
) |
|
|
(15 |
) |
|
|
(51 |
) |
|
|
(44 |
) |
Net payments related to employee stock awards |
|
(1 |
) |
|
|
(26 |
) |
|
|
— |
|
|
|
(43 |
) |
|
|
(6 |
) |
Other financing activities |
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
Net cash used in financing activities |
|
(181 |
) |
|
|
(148 |
) |
|
|
(129 |
) |
|
|
(466 |
) |
|
|
(437 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
3 |
|
|
|
2 |
|
|
|
6 |
|
|
|
8 |
|
|
|
13 |
|
Increase (decrease) in cash and cash equivalents |
|
65 |
|
|
|
42 |
|
|
|
23 |
|
|
|
1 |
|
|
|
(17 |
) |
Cash and cash equivalents at beginning of period |
|
611 |
|
|
|
569 |
|
|
|
674 |
|
|
|
675 |
|
|
|
714 |
|
Cash and cash equivalents at end of period |
$ |
676 |
|
|
$ |
611 |
|
|
$ |
697 |
|
|
$ |
676 |
|
|
$ |
697 |
|
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 |
|
|
Nine Months Ended |
|
||||||||||||||
|
September 30, |
|
|
June 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|||||
|
2026 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|||||
Net income |
$ |
236 |
|
|
$ |
175 |
|
|
$ |
74 |
|
|
$ |
495 |
|
|
$ |
188 |
|
Restructuring and other |
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
14 |
|
|
|
26 |
|
Legal settlement |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Amortization of intangible assets |
|
62 |
|
|
|
62 |
|
|
|
63 |
|
|
|
187 |
|
|
|
184 |
|
Loss on extinguishment of debt |
|
5 |
|
|
|
4 |
|
|
|
2 |
|
|
|
14 |
|
|
|
8 |
|
Amortization of debt issuance costs |
|
3 |
|
|
|
3 |
|
|
|
5 |
|
|
|
9 |
|
|
|
14 |
|
Loss from de-designation of interest rate hedges |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
Fees and expenses related to debt activities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
2 |
|
Tax effect of Non-GAAP adjustments |
|
(19 |
) |
|
|
(18 |
) |
|
|
(18 |
) |
|
|
(61 |
) |
|
|
(57 |
) |
Non-GAAP net earnings |
$ |
292 |
|
|
$ |
232 |
|
|
$ |
130 |
|
|
$ |
681 |
|
|
$ |
365 |
|
Non-GAAP net earnings per diluted share |
$ |
4.18 |
|
|
$ |
3.30 |
|
|
$ |
1.93 |
|
|
$ |
9.80 |
|
|
$ |
5.41 |
|
Weighted average diluted shares outstanding |
|
72.5 |
|
|
|
72.7 |
|
|
|
67.6 |
|
|
|
72.1 |
|
|
|
67.6 |
|
Convertible debt capped calls |
|
(2.6 |
) |
|
|
(2.4 |
) |
|
|
— |
|
|
|
(2.7 |
) |
|
|
— |
|
Non-GAAP weighted average diluted shares outstanding |
|
69.9 |
|
|
|
70.3 |
|
|
|
67.6 |
|
|
|
69.4 |
|
|
|
67.6 |
|
Net cash provided by operating activities |
$ |
292 |
|
|
$ |
243 |
|
|
$ |
197 |
|
|
$ |
588 |
|
|
$ |
503 |
|
Purchases of property, plant and equipment |
|
(49 |
) |
|
|
(55 |
) |
|
|
(50 |
) |
|
|
(128 |
) |
|
|
(98 |
) |
Free cash flow |
$ |
243 |
|
|
$ |
188 |
|
|
$ |
147 |
|
|
$ |
460 |
|
|
$ |
405 |
|
Operating expenses |
$ |
348 |
|
|
$ |
344 |
|
|
$ |
323 |
|
|
$ |
1,050 |
|
|
$ |
973 |
|
Restructuring and other |
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
14 |
|
|
|
26 |
|
Legal settlement |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Amortization of intangible assets |
|
62 |
|
|
|
62 |
|
|
|
63 |
|
|
|
187 |
|
|
|
184 |
|
Fees and expenses related to debt activities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
2 |
|
Non-GAAP operating expenses |
$ |
281 |
|
|
$ |
275 |
|
|
$ |
256 |
|
|
$ |
828 |
|
|
$ |
761 |
|
Income from operations |
$ |
326 |
|
|
$ |
251 |
|
|
$ |
138 |
|
|
$ |
726 |
|
|
$ |
385 |
|
Operating margin |
|
23.1 |
% |
|
|
20.1 |
% |
|
|
14.0 |
% |
|
|
19.4 |
% |
|
|
13.3 |
% |
Restructuring and other |
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
14 |
|
|
|
26 |
|
Legal settlement |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Amortization of intangible assets |
|
62 |
|
|
|
62 |
|
|
|
63 |
|
|
|
187 |
|
|
|
184 |
|
Fees and expenses related to debt activities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
2 |
|
Non-GAAP income from operations |
$ |
393 |
|
|
$ |
320 |
|
|
$ |
205 |
|
|
$ |
948 |
|
|
$ |
597 |
|
Non-GAAP operating margin |
|
27.8 |
% |
|
|
25.6 |
% |
|
|
20.8 |
% |
|
|
25.3 |
% |
|
|
20.6 |
% |
Interest expense, net |
$ |
36 |
|
|
$ |
36 |
|
|
$ |
50 |
|
|
$ |
115 |
|
|
$ |
151 |
|
Amortization of debt issuance costs |
|
3 |
|
|
|
3 |
|
|
|
5 |
|
|
|
9 |
|
|
|
14 |
|
Loss from de-designation of interest rate hedges |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
Non-GAAP interest expense, net |
$ |
33 |
|
|
$ |
33 |
|
|
$ |
45 |
|
|
$ |
104 |
|
|
$ |
137 |
|
Net income |
$ |
236 |
|
|
$ |
175 |
|
|
$ |
74 |
|
|
$ |
495 |
|
|
$ |
188 |
|
Interest expense, net |
|
36 |
|
|
|
36 |
|
|
|
50 |
|
|
|
115 |
|
|
|
151 |
|
Other (income) expense, net |
|
(2 |
) |
|
|
(2 |
) |
|
|
2 |
|
|
|
(4 |
) |
|
|
11 |
|
Provision for income taxes |
|
51 |
|
|
|
38 |
|
|
|
10 |
|
|
|
106 |
|
|
|
27 |
|
Depreciation |
|
26 |
|
|
|
23 |
|
|
|
23 |
|
|
|
72 |
|
|
|
74 |
|
Amortization of intangible assets |
|
62 |
|
|
|
62 |
|
|
|
63 |
|
|
|
187 |
|
|
|
184 |
|
Stock-based compensation |
|
15 |
|
|
|
15 |
|
|
|
12 |
|
|
|
49 |
|
|
|
46 |
|
Restructuring and other |
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
14 |
|
|
|
26 |
|
Legal settlement |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
5 |
|
|
|
4 |
|
|
|
2 |
|
|
|
14 |
|
|
|
8 |
|
Fees and expenses related to debt activities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
2 |
|
Adjusted EBITDA |
$ |
434 |
|
|
$ |
358 |
|
|
$ |
240 |
|
|
$ |
1,069 |
|
|
$ |
717 |
|
Adjusted EBITDA margin |
|
30.7 |
% |
|
|
28.6 |
% |
|
|
24.3 |
% |
|
|
28.6 |
% |
|
|
24.7 |
% |
MKS Inc.
Schedule Reconciling Selected Non-GAAP Financial Measures
(In millions, except per share data)
|
|
Three Months Ended September 30, 2026 |
|
Three Months Ended June 30, 2026 |
||||||||||||||||
|
|
Income Before |
|
|
Provision |
|
|
Effective |
|
Income |
|
|
Provision |
|
|
Effective |
||||
GAAP |
|
$ |
287 |
|
|
$ |
51 |
|
|
17.6% |
|
$ |
213 |
|
|
$ |
38 |
|
|
17.8% |
Restructuring and other |
|
|
5 |
|
|
|
— |
|
|
|
|
|
6 |
|
|
|
— |
|
|
|
Legal settlement |
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
Amortization of intangible assets |
|
|
62 |
|
|
|
— |
|
|
|
|
|
62 |
|
|
|
— |
|
|
|
Loss on extinguishment of debt |
|
|
5 |
|
|
|
— |
|
|
|
|
|
4 |
|
|
|
— |
|
|
|
Amortization of debt issuance costs |
|
|
3 |
|
|
|
— |
|
|
|
|
|
3 |
|
|
|
— |
|
|
|
Tax effect of Non-GAAP adjustments |
|
|
— |
|
|
|
19 |
|
|
|
|
|
— |
|
|
|
18 |
|
|
|
Non-GAAP |
|
$ |
362 |
|
|
$ |
70 |
|
|
19.1% |
|
$ |
288 |
|
|
$ |
56 |
|
|
19.6% |
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2025 |
||||||||
|
|
|
|
|
|
|
|
Income Before |
|
|
Provision |
|
|
Effective |
||
GAAP |
|
|
|
|
|
|
|
$ |
84 |
|
|
$ |
10 |
|
|
12.3% |
Restructuring and other |
|
|
|
|
|
|
|
|
4 |
|
|
|
— |
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
63 |
|
|
|
— |
|
|
|
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
2 |
|
|
|
— |
|
|
|
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
5 |
|
|
|
— |
|
|
|
Tax effect of Non-GAAP adjustments |
|
|
|
|
|
|
|
|
— |
|
|
|
18 |
|
|
|
Non-GAAP |
|
|
|
|
|
|
|
$ |
158 |
|
|
$ |
28 |
|
|
17.9% |
|
|
Nine Months Ended September 30, 2026 |
|
Nine Months Ended September 30, 2025 |
||||||||||||||||
|
|
Income Before |
|
|
Provision |
|
|
Effective |
|
Income |
|
|
Provision |
|
|
Effective |
||||
GAAP |
|
$ |
601 |
|
|
$ |
106 |
|
|
17.7% |
|
$ |
215 |
|
|
$ |
27 |
|
|
12.7% |
Restructuring and other |
|
|
14 |
|
|
|
— |
|
|
|
|
|
26 |
|
|
|
— |
|
|
|
Legal settlement |
|
|
3 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
Amortization of intangible assets |
|
|
187 |
|
|
|
— |
|
|
|
|
|
184 |
|
|
|
— |
|
|
|
Loss on extinguishment of debt |
|
|
14 |
|
|
|
— |
|
|
|
|
|
8 |
|
|
|
— |
|
|
|
Amortization of debt issuance costs |
|
|
9 |
|
|
|
— |
|
|
|
|
|
14 |
|
|
|
— |
|
|
|
Loss from de-designation of interest rate hedges |
|
|
2 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
Fees and expenses related to debt activities |
|
|
18 |
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
— |
|
|
|
Tax effect of Non-GAAP adjustments |
|
|
— |
|
|
|
61 |
|
|
|
|
|
— |
|
|
|
57 |
|
|
|
Non-GAAP |
|
$ |
848 |
|
|
$ |
167 |
|
|
19.7% |
|
$ |
449 |
|
|
$ |
84 |
|
|
18.7% |
MKS Inc.
Schedule Reconciling Selected Non-GAAP Financial Measures - Q4’26 Guidance
(In millions, except per share data)
|
Three Months Ending December 31, 2026 |
|
||||
|
$ Amount |
|
Per Share |
|
||
GAAP net income and net income per share |
$ |
294 |
|
$ |
4.04 |
|
Restructuring and other |
|
6 |
|
|
|
|
Amortization of intangible assets |
|
61 |
|
|
|
|
Loss on extinguishment of debt |
|
8 |
|
|
|
|
Amortization of debt issuance costs |
|
3 |
|
|
|
|
Tax effect of Non-GAAP adjustments |
|
(20 |
) |
|
|
|
Non-GAAP net earnings and net earnings per share |
$ |
352 |
|
$ |
5.00 |
|
|
|
|
|
|
||
Weighted average diluted shares |
|
72.9 |
|
|
|
|
Convertible debt capped calls |
|
(2.4 |
) |
|
|
|
Non-GAAP weighted average diluted shares |
|
70.5 |
|
|
|
|
|
|
|
|
|
||
GAAP operating expenses |
$ |
355 |
|
|
|
|
Restructuring and other |
|
(6 |
) |
|
|
|
Amortization of intangible assets |
|
(61 |
) |
|
|
|
Non-GAAP operating expenses |
$ |
288 |
|
|
|
|
|
|
|
|
|
||
GAAP net income |
|
294 |
|
|
|
|
Interest expense, net |
|
35 |
|
|
|
|
Provision for income taxes |
|
16 |
|
|
|
|
Depreciation |
|
26 |
|
|
|
|
Restructuring and other |
|
6 |
|
|
|
|
Amortization of intangible assets |
|
61 |
|
|
|
|
Stock-based compensation |
|
15 |
|
|
|
|
Loss on extinguishment of debt |
|
8 |
|
|
|
|
Adjusted EBITDA |
$ |
461 |
|
|
|
|
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.
|
Exhibit 99.2 |
MKS Inc. Announces $500 Million Share Repurchase Program and Declares Quarterly Cash Dividend
Andover, Mass., November 4, 2026 -- MKS Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today announced that its Board of Directors has approved a share repurchase program of up to $500 million and authorized a quarterly cash dividend of $0.25 per share.
The new share repurchase program replaces the prior share repurchase program approved in July 2011, of which approximately $28 million remained available. The repurchase program allows the Company to repurchase up to an aggregate of $500 million of shares of its common stock from time to time on the open market, in privately negotiated transactions, or by other appropriate means. The repurchase program may be suspended or terminated by the Company’s Board of Directors at any time.
“The repurchase program reinforces our confidence in our strategy, financial position, and long-term cash generation,” said John T.C. Lee, President and CEO. ”Share repurchases provide us with an opportunity to return capital to shareholders while we continue to invest in organic growth, strengthen the balance sheet and pursue disciplined capital allocation.”
The quarterly cash dividend is payable on December 7, 2026 to shareholders of record as of November 25, 2026. Future dividend declarations, as well as the record and payment dates for such dividends, are subject to the final determination of the Company's Board of Directors.
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.
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 MKS’ share repurchase program and dividend program as well as any future share repurchases and dividend payment obligations. Any statements that are not statements of historical fact should be considered to be 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 are cash available for repurchase and distribution, the then current and expected needs and availability of cash to pay MKS’ obligations, volatility of stock price, and the other factors described in MKS’ Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission. 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 after the date of this press release.
###
MKS Investor Relations Contact:
Paretosh Misra
Vice President, Investor Relations
Telephone: +1 (978) 284-4705
Email: paretosh.misra@mks.com