[8-K] MKS INC Reports Material Event

Rhea-AI Filing Summary

MKS Inc. reported strong first-quarter 2026 results, with revenue of $1,078 million, up from $936 million a year earlier, and at the high end of guidance. GAAP net income was $84 million, or $1.18 per diluted share, while Non-GAAP net earnings were $157 million, or $2.30 per diluted share, both above the high end of guidance.

Segment revenue was $466 million in Semiconductor, $321 million in Electronics & Packaging and $291 million in Specialty Industrial. Adjusted EBITDA reached $277 million with a 25.7% margin, and free cash flow was $29 million.

MKS refinanced its capital structure by issuing €1.0 billion of 4.25% senior notes due 2034, using those proceeds and term-loan refinancings to prepay about $1.3 billion of existing term loans, and upsized its revolving credit facility to $1.0 billion. It also increased its dividend from $0.22 to $0.25 per share. The company guided second-quarter 2026 revenue to $1,200 million ± $40 million, Non-GAAP EPS to $2.90 ± $0.30, and Adjusted EBITDA to $328 million ± $26 million.

Insights

Equity analyst

Q1 beat on non-GAAP metrics, higher Q2 outlook and major debt refi.

MKS Inc. delivered Q1 2026 revenue of $1,078 million with 47.0% gross margin and Non-GAAP operating margin of 21.8%. Non-GAAP EPS of $2.30 and Adjusted EBITDA of $277 million both exceeded the top end of guidance.

Guidance for Q2 2026 points to revenue of $1,200 million ± $40 million, GAAP net income of $151 million ± $21 million and Non-GAAP EPS of $2.90 ± $0.30. This suggests continued momentum tied to demand in semiconductor and AI-related applications, within a business environment that includes existing tariffs and retaliatory trade actions.

The company refinanced term loans, issued €1.0 billion of senior notes due 2034, upsized its revolver to $1.0 billion and increased the dividend to $0.25 per share. Noteholders may convert $1.4 billion of convertible senior notes in Q2 2026, and total debt remains significant, so future filings will show how leverage and cash generation evolve.

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

Q1 2026 revenue: $1,078 million Q1 2026 GAAP net income: $84 million Q1 2026 Non-GAAP net earnings: $157 million +5 more

8 metrics

Q1 2026 revenue $1,078 million Total net revenues for the quarter ended March 31, 2026

Q1 2026 GAAP net income $84 million Quarter ended March 31, 2026; $1.18 diluted EPS

Q1 2026 Non-GAAP net earnings $157 million Quarter ended March 31, 2026; $2.30 diluted EPS

Q1 2026 Adjusted EBITDA $277 million Quarter ended March 31, 2026; 25.7% Adjusted EBITDA margin

Senior notes issued €1.0 billion 4.25% senior notes due 2034 issued in Q1 2026

Term loan prepayment $1.3 billion Approximate prepayment and refinancing of existing USD and EUR term loan B

Cash balance $569 million Cash and cash equivalents as of March 31, 2026

Q2 2026 revenue guidance $1,200 million ± $40 million Guidance for quarter ending June 30, 2026

Key Terms

Adjusted EBITDA, Non-GAAP net earnings, convertible senior notes, loss on extinguishment of debt, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA of $277 million and Adjusted EBITDA margin 25.7%"

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 net earnings financial

"Non-GAAP net earnings per diluted share of $2.30, each above the high end of guidance"

convertible senior notes financial

"the appreciation of our stock price resulted in the satisfaction of the stock price conversion condition under the indenture governing our convertible senior notes"

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.

loss on extinguishment of debt financial

"Loss on extinguishment of debt 5 2 3"

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.

capped calls financial

"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"

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.

Free cash flow financial

"Free cash flow $ 29 $ 91 $ 123"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

Earnings Snapshot

Revenue: $1,078 million · Guidance included

Q1 2026

Revenue $1,078 million

GAAP net income $84 million

Non-GAAP net earnings $157 million

GAAP diluted EPS $1.18

Non-GAAP diluted EPS $2.30

Adjusted EBITDA $277 million

Guidance

For Q2 2026, MKS guides to revenue of $1,200 million ± $40 million, GAAP net income of $151 million ± $21 million, Non-GAAP net earnings of $202 million ± $21 million, Non-GAAP EPS of $2.90 ± $0.30 and Adjusted EBITDA of $328 million ± $26 million.

Understanding 8-K Material Events →

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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): May 06, 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 May 6, 2026, MKS Inc. announced its financial results for the quarter ended March 31, 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 May 6, 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:	May 6, 2026	By:	/s/ Ramakumar Mayampurath
			Name: Ramakumar Mayampurath Title: Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

MKS Inc. Reports First Quarter 2026 Financial Results

•Revenue of $1,078 million, at the high end of guidance

•GAAP net income of $84 million and net income per diluted share of $1.18

•Adjusted EBITDA of $277 million and Non-GAAP net earnings per diluted share of $2.30, each above the high end of guidance

Andover, MA, May 6, 2026 -- MKS Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported its financial results for the first quarter of 2026.

“Our robust first quarter performance and second quarter outlook reflect accelerating, broad-based demand, fueled by ramping investment in AI-related applications,” said John T.C. Lee, President and Chief Executive Officer. “Our deep, foundational product portfolio is leading to strong bookings and revenue growth as we enable customers to address the fast-rising complexity of semiconductor and advanced circuit board manufacturing. From AI data centers to the latest consumer electronics innovations, MKS is well positioned to drive attractive growth in a strengthening demand environment.”

“First quarter revenue and key profitability metrics came in at or above the high end of our guided ranges, demonstrating both business momentum and outstanding execution,” said Ram Mayampurath, Executive Vice President and Chief Financial Officer. “Our solid gross margins and operating discipline set the stage for attractive cash generation as we execute on revenue opportunities this year, giving us the resources to invest in innovation and further strengthen our balance sheet.”

Selected GAAP and Non-GAAP Financial Measures

(In millions, except per share data)

	Q1 2026				Q4 2025				Q1 2025
Net Revenues
Semiconductor	$	466			$	435			$	413
Electronics & Packaging		321				303				253
Specialty Industrial		291				295				270
Total net revenues	$	1,078			$	1,033			$	936
Gross Margin		47.0	%			46.4	%			47.4	%
GAAP Financial Measures
Operating margin		13.8	%			13.9	%			11.9	%
Net income	$	84			$	108			$	52
Net income per diluted share	$	1.18			$	1.58			$	0.77
Non-GAAP Financial Measures
Operating margin		21.8	%			21.0	%			20.2	%
Net earnings	$	157			$	168			$	116
Net earnings per diluted share	$	2.30			$	2.47			$	1.71

Additional Financial Information

During the first quarter of 2026, the Company completed a private offering of €1.0 billion aggregate principal amount of 4.25% senior notes due 2034. The Company used the net proceeds from the offering, together with the net proceeds from the partial refinancing of its then-existing USD term loan B and refinancing of its then-existing EUR term loan B, both of which were also completed during the first quarter of 2026, and cash on hand to prepay approximately $1.3 billion of, and refinance in full, its existing USD term loan B and refinance in full its existing EUR term loan B. The Company also upsized its revolving credit facility from $675 million to $1.0 billion. In addition, the Company increased its dividend from $0.22 per share to $0.25 per share and paid a cash dividend of $17 million.

At March 31, 2026, the Company had $569 million in cash and cash equivalents, $1.6 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 appreciation of our stock price during the first 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 second quarter of 2026, and were classified as short-term debt, net of issuances costs, at March 31, 2026.

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

Second Quarter 2026 Guidance

•Revenue of $1,200 million, plus or minus $40 million

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

•GAAP operating expenses of $337 million, plus or minus $5 million and Non-GAAP operating expenses of $275 million, plus or minus $5 million

•GAAP net income of $151 million, plus or minus $21 million and Non-GAAP net earnings of $202 million, plus or minus $21 million

•GAAP net income per diluted share of $2.09, plus or minus $0.29 and Non-GAAP net earnings per diluted share of $2.90, plus or minus $0.30

•Adjusted EBITDA of $328 million, plus or minus $26 million

The guidance for the second 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, May 7, 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 March 31, 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
	March 31,				December 31,				March 31,
	2026				2025				2025
Net revenues:
Products	$	954			$	907			$	819
Services		124				126				117
Total net revenues		1,078				1,033				936
Cost of revenues:
Products		514				491				437
Services		57				62				55
Total cost of revenues (exclusive of amortization shown separately below)		571				553				492
Gross profit		507				480				444
Research and development		81				78				70
Selling, general and administrative		190				185				185
Restructuring and other		3				11				16
Legal settlement		3				—				—
Fees and expenses related to debt activities		18				—				2
Amortization of intangible assets		63				62				60
Income from operations		149				144				111
Interest income		(2	)			(3	)			(3	)
Interest expense		45				50				53
Loss on extinguishment of debt		5				2				3
Other (income) expense, net		(1	)			6				(1	)
Income before income taxes		102				89				59
Provision (benefit) for income taxes		18				(19	)			7
Net income	$	84			$	108			$	52
Net income per share:
Basic	$	1.24			$	1.60			$	0.77
Diluted	$	1.18			$	1.58			$	0.77
Cash dividends per common share	$	0.25			$	0.22			$	0.22
Weighted average common shares outstanding:
Basic		67.4				67.3				67.4
Diluted		71.1				68.0				67.7

MKS Inc.

Unaudited Consolidated Balance Sheets

(In millions)

		March 31,				December 31,
		2026				2025
ASSETS
Cash and cash equivalents		$	569			$	675
Trade accounts receivable, net			775				651
Inventories			949				921
Other current assets			252				263
Total current assets			2,545				2,510
Property, plant and equipment, net			795				810
Right-of-use assets			267				270
Goodwill			2,565				2,574
Intangible assets, net			2,065				2,140
Other assets			491				492
Total assets		$	8,728			$	8,796
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt		$	1,398			$	51
Accounts payable			448				407
Other current liabilities			445				469
Total current liabilities			2,291				927
Long-term debt, net			2,650				4,150
Non-current deferred taxes			450				474
Non-current accrued compensation			146				149
Non-current lease liabilities			244				246
Other non-current liabilities			136				131
Total liabilities			5,917				6,077
Stockholders' equity:
Common stock			—				—
Additional paid-in capital			2,104				2,101
Retained earnings			778				711
Accumulated other comprehensive loss			(71	)			(93	)
Total stockholders' equity			2,811				2,719
Total liabilities and stockholders' equity		$	8,728			$	8,796

MKS Inc.

Unaudited Consolidated Statements of Cash Flows

(In millions)

	Three Months Ended
	March 31,				December 31,				March 31,
	2026				2025				2025
Cash flows from operating activities:
Net income	$	84			$	108			$	52
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		85				86				85
Unrealized (gain) loss on foreign currency and derivative instruments		—				(6	)			2
Amortization of debt issuance costs and original issue discounts		4				6				6
Loss on extinguishment of debt		5				2				3
Stock-based compensation		19				8				22
Provision for excess and obsolete inventory		13				8				17
Deferred income taxes		(24	)			(71	)			(37	)
Other		1				2				1
Changes in operating assets and liabilities		(134	)			(1	)			(10	)
Net cash provided by operating activities		53				142				141
Cash flows from investing activities:
Net purchases of investments		—				1				—
Proceeds from sale of long-lived assets		—				1				—
Purchases of property, plant and equipment		(25	)			(51	)			(18	)
Net cash used in investing activities		(25	)			(49	)			(18	)
Cash flows from financing activities:
Repurchase of common stock		—				—				(45	)
Proceeds from borrowings		1,192				—				—
Payments of borrowings		(1,274	)			(113	)			(113	)
Payments of deferred financing fees		(22	)			—				—
Dividend payments		(17	)			(15	)			(15	)
Net (payments) proceeds related to employee stock awards		(16	)			3				(5	)
Other financing activities		—				—				(2	)
Net cash used in financing activities		(137	)			(125	)			(180	)
Effect of exchange rate changes on cash and cash equivalents		3				10				(2	)
Decrease in cash and cash equivalents		(106	)			(22	)			(59	)
Cash and cash equivalents at beginning of period		675				697				714
Cash and cash equivalents at end of period	$	569			$	675			$	655

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
	March 31,				December 31,				March 31,
	2026				2025				2025
Net income	$	84			$	108			$	52
Restructuring and other		3				11				16
Legal settlement		3				—				—
Amortization of intangible assets		63				62				60
Loss on extinguishment of debt		5				2				3
Amortization of debt issuance costs		4				5				5
Loss from de-designation of interest rate hedges		2				—				—
Fees and expenses related to debt activities		18				—				2
Tax effect of Non-GAAP adjustments		(23	)			(20	)			(22	)
Non-GAAP net earnings	$	157			$	168			$	116
Non-GAAP net earnings per diluted share	$	2.30			$	2.47			$	1.71
Weighted average diluted shares outstanding		71.1				68.0				67.7
Convertible debt capped calls		2.9				—				—
Non-GAAP weighted average diluted shares outstanding		68.2				68.0				67.7
Net cash provided by operating activities	$	53			$	142			$	141
Purchases of property, plant and equipment		(25	)			(51	)			(18	)
Free cash flow	$	29			$	91			$	123
Operating expenses	$	358			$	336			$	332
Restructuring and other		3				11				16
Legal settlement		3				—				—
Amortization of intangible assets		63				62				60
Fees and expenses related to debt activities		18				—				2
Non-GAAP operating expenses	$	271			$	263			$	254
Income from operations	$	149			$	144			$	111
Operating margin		13.8	%			13.9	%			11.9	%
Restructuring and other		3				11				16
Legal settlement		3				—				—
Amortization of intangible assets		63				62				60
Fees and expenses related to debt activities		18				—				2
Non-GAAP income from operations	$	235			$	217			$	189
Non-GAAP operating margin		21.8	%			21.0	%			20.2	%
Interest expense, net	$	43			$	47			$	50
Amortization of debt issuance costs		4				5				5
Loss from de-designation of interest rate hedges		2				—				—
Non-GAAP interest expense, net	$	37			$	42			$	45
Net income	$	84			$	108			$	52
Interest expense, net		43				47				50
Other (income) expense, net		(1	)			6				(1	)
Provision (benefit) for income taxes		18				(19	)			7
Depreciation		22				24				25
Amortization of intangible assets		63				62				60
Stock-based compensation		19				8				22
Restructuring and other		3				11				16
Legal settlement		3				—				—
Loss on extinguishment of debt		5				2				3
Fees and expenses related to debt activities		18				—				2
Adjusted EBITDA	$	277			$	249			$	236
Adjusted EBITDA margin		25.7	%			24.1	%			25.2	%

MKS Inc.

Schedule Reconciling Selected Non-GAAP Financial Measures

(In millions, except per share data)

		Three Months Ended March 31, 2026										Three Months Ended December 31, 2025
		Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate		Income Before Income Taxes				(Benefit) Provision for Income Taxes				Effective Tax Rate
GAAP		$	102			$	18			17.7%		$	89			$	(19	)		(20.8%)
Restructuring and other			3				—						11				—
Legal settlement			3				—						—				—
Amortization of intangible assets			63				—						62				—
Loss on extinguishment of debt			5				—						2				—
Amortization of debt issuance costs			4				—						5				—
Loss from de-designation of interest rate hedges			2				—						—				—
Fees and expenses related to debt activities			18				—						—				—
Tax effect of Non-GAAP adjustments			—				23						—				20
Non-GAAP		$	198			$	41			20.9%		$	169			$	1			0.9%

								Three Months Ended March 31, 2025
								Income Before Income Taxes				Provision for Income Taxes				Effective Tax Rate
GAAP								$	59			$	7			12.3%
Restructuring and other									16				—
Amortization of intangible assets									60				—
Loss on extinguishment of debt									3				—
Amortization of debt issuance costs									5				—
Fees and expenses related to debt activities									2				—
Tax effect of Non-GAAP adjustments									—				22
Non-GAAP								$	145			$	29			19.9%

MKS Inc.

Schedule Reconciling Selected Non-GAAP Financial Measures - Q2’26 Guidance

(In millions, except per share data)

	Three Months Ending June 30, 2026
	$ Amount			Per Share
GAAP net income and net income per share	$	151		$	2.09
Restructuring and other		1
Amortization of intangible assets		61
Loss on extinguishment of debt		3
Amortization of debt issuance costs		3
Tax effect of Non-GAAP adjustments		(17	)
Non-GAAP net earnings and net earnings per share	$	202		$	2.90
Weighted average diluted shares		72.3
Convertible debt capped calls		(2.7	)
Non-GAAP weighted average diluted shares		69.6
GAAP operating expenses	$	337
Restructuring and other		(1	)
Amortization of intangible assets		(61	)
Non-GAAP operating expenses	$	275
GAAP net income		151
Interest expense, net		38
Provision for income taxes		35
Depreciation		24
Restructuring and other		1
Amortization of intangible assets		61
Stock-based compensation		15
Loss on extinguishment of debt		3
Adjusted EBITDA	$	328

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 an initial cap of $237.42 per share (a 100% premium to the May 13, 2024 closing price of $118.71), subject to customary adjustments. 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.

FAQ

How did MKS Inc. (MKSI) perform financially in Q1 2026?

MKS Inc. reported Q1 2026 revenue of $1,078 million, up from $936 million a year earlier. GAAP net income was $84 million ($1.18 diluted EPS), while Non-GAAP net earnings were $157 million ($2.30 diluted EPS), above the high end of guidance.

What were MKS Inc. (MKSI) key profitability metrics for Q1 2026?

Gross margin was 47.0%, GAAP operating margin was 13.8%, and Non-GAAP operating margin reached 21.8%. Adjusted EBITDA totaled $277 million, representing a 25.7% Adjusted EBITDA margin, reflecting solid profitability alongside revenue growth across major segments.

What guidance did MKS Inc. (MKSI) provide for Q2 2026?

For Q2 2026, MKS expects revenue of $1,200 million ± $40 million, gross margin of 47.0% ± 1.0%, GAAP net income of $151 million ± $21 million, Non-GAAP net earnings of $202 million ± $21 million and Adjusted EBITDA of $328 million ± $26 million.

How did MKS Inc. (MKSI) change its capital structure in early 2026?

During Q1 2026, MKS issued €1.0 billion of 4.25% senior notes due 2034, used proceeds and refinancings to prepay about $1.3 billion of term loans, and upsized its revolving credit facility from $675 million to $1.0 billion, enhancing available liquidity.

What is MKS Inc. (MKSI) current debt and cash position?

At March 31, 2026, MKS held $569 million in cash and cash equivalents, $1.6 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 of revolver capacity, subject to leverage ratios.

Did MKS Inc. (MKSI) change its dividend in Q1 2026?

Yes. MKS increased its quarterly dividend from $0.22 to $0.25 per common share and paid a cash dividend of $17 million during Q1 2026, reflecting a higher return of cash to shareholders alongside its refinancing actions.

How is AI-related demand influencing MKS Inc. (MKSI) results?

Management stated that robust Q1 results and the Q2 outlook reflect accelerating, broad-based demand driven by ramping AI-related investments. They highlighted strong bookings and revenue growth as customers address rising complexity in semiconductor and advanced circuit board manufacturing.

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