MKS Inc (MKSI) EVP reports RSU grant, conversions and tax share withholding

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(Very High)

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(Neutral)

Form Type

Rhea-AI Filing Summary

MKS Inc executive Henry David Philip reported multiple equity compensation transactions. On February 17, 2026, he received a grant of 2,567.126 restricted stock units (RSUs) at a stated price of 0.0000 per unit.

He also exercised or converted several RSU awards into common stock, with multiple transactions coded "M" as derivative exercises or conversions. After these conversions and before tax withholding, his direct common stock holdings reached 24,938.637 shares. A separate transaction coded "F" disposed of 4,097.269 common shares at 260.7400 per share to satisfy tax withholding obligations triggered by RSU vesting, which the footnotes state was not a discretionary trade. Following the tax-related share withholding, he directly held 20,841.368 common shares. Footnotes explain that various RSU awards vest in three equal annual installments beginning on specific February 15 dates from 2024 through 2027, with each RSU representing the right to receive one share of MKS Inc common stock.

Insider Trade Summary

9,281.817 shares exercised/converted

Mixed 14 txns

Insider Henry David Philip

Role EVP, Global Str Mktg & GM, MSD

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	2,567.126	$0.00	--
Exercise	Restricted Stock Unit	2,405.571	$0.00	--
Exercise	Restricted Stock Unit	1,247.156	$0.00	--
Exercise	Restricted Stock Unit	456.45	$0.00	--
Exercise	Restricted Stock Unit	1,278	$0.00	--
Exercise	Restricted Stock Unit	1,840.64	$0.00	--
Exercise	Restricted Stock Unit	2,054	$0.00	--
Exercise	Common Stock	2,405.571	$0.00	--
Exercise	Common Stock	1,247.156	$0.00	--
Exercise	Common Stock	456.45	$0.00	--
Exercise	Common Stock	1,278	$0.00	--
Exercise	Common Stock	1,840.64	$0.00	--
Exercise	Common Stock	2,054	$0.00	--
Tax Withholding	Common Stock	4,097.269	$260.74	$1.07M

Holdings After Transaction: Restricted Stock Unit — 21,375.233 shares (Direct); Common Stock — 18,062.391 shares (Direct)

Footnotes (1)

Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of MKS Inc. These shares were withheld by MKS Inc. to satisfy the tax withholding obligations triggered by the vesting of RSUs and do not represent a discretionary trade by the reporting person. These RSUs vest in three equal annual installments commencing on February 15, 2027, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs were subject to performance criteria, the achievement of which was determined on February 5, 2024, and thereafter vest in three equal annual installments beginning on February 15, 2024, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs vest in three equal annual installments commencing on February 15, 2024, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs were subject to performance criteria, the achievement of which was determined on February 10, 2025, and thereafter vest in three equal annual installments beginning on February 15, 2025, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs vest in three equal annual installments commencing on February 15, 2025, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs were subject to performance criteria, the achievement of which was determined on February 8, 2026, and thereafter vest in three equal annual installments beginning on February 15, 2026, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day. These RSUs vest in three equal annual installments commencing on February 15, 2026, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 05:05 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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

1. Name and Address of Reporting Person^*

Henry David Philip

(Last)

(First)

(Middle)

C/O MKS INC.

2 TECH DRIVE

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MKS INC [ MKSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Str Mktg & GM, MSD

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		M		2,405.571	A	⁽¹⁾	18,062.391	D
Common Stock	02/17/2026		M		1,247.156	A	⁽¹⁾	19,309.547	D
Common Stock	02/17/2026		M		456.45	A	⁽¹⁾	19,765.997	D
Common Stock	02/17/2026		M		1,278	A	⁽¹⁾	21,043.997	D
Common Stock	02/17/2026		M		1,840.64	A	⁽¹⁾	22,884.637	D
Common Stock	02/17/2026		M		2,054	A	⁽¹⁾	24,938.637	D
Common Stock	02/17/2026		F⁽²⁾		4,097.269	D	$260.74	20,841.368	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/17/2026		A		2,567.126		⁽³⁾	⁽³⁾	Common Stock	2,567.126	⁽¹⁾	21,375.233	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			2,405.571	⁽⁴⁾	⁽⁴⁾	Common Stock	2,405.571	⁽¹⁾	18,969.662	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			1,247.156	⁽⁵⁾	⁽⁵⁾	Common Stock	1,247.156	⁽¹⁾	17,722.506	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			456.45	⁽⁶⁾	⁽⁶⁾	Common Stock	456.45	⁽¹⁾	17,266.056	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			1,278	⁽⁷⁾	⁽⁷⁾	Common Stock	1,278	⁽¹⁾	15,988.056	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			1,840.64	⁽⁸⁾	⁽⁸⁾	Common Stock	1,840.64	⁽¹⁾	14,147.416	D
Restricted Stock Unit	⁽¹⁾	02/17/2026		M			2,054	⁽⁹⁾	⁽⁹⁾	Common Stock	2,054	⁽¹⁾	12,093.416	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of MKS Inc.

2. These shares were withheld by MKS Inc. to satisfy the tax withholding obligations triggered by the vesting of RSUs and do not represent a discretionary trade by the reporting person.

3. These RSUs vest in three equal annual installments commencing on February 15, 2027, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

4. These RSUs were subject to performance criteria, the achievement of which was determined on February 5, 2024, and thereafter vest in three equal annual installments beginning on February 15, 2024, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

5. These RSUs vest in three equal annual installments commencing on February 15, 2024, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

6. These RSUs were subject to performance criteria, the achievement of which was determined on February 10, 2025, and thereafter vest in three equal annual installments beginning on February 15, 2025, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

7. These RSUs vest in three equal annual installments commencing on February 15, 2025, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

8. These RSUs were subject to performance criteria, the achievement of which was determined on February 8, 2026, and thereafter vest in three equal annual installments beginning on February 15, 2026, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

9. These RSUs vest in three equal annual installments commencing on February 15, 2026, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

	/s/ M. Kathryn Rickards, attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Henry David Philip report for MKS Inc (MKSI)?

Henry David Philip reported a new grant and several vesting-related transactions in MKS Inc equity. He received RSUs, converted prior RSU awards into common stock, and had shares withheld to cover tax obligations arising from those vestings, as reflected in multiple Form 4 transaction codes.

How many restricted stock units did Henry David Philip receive from MKS Inc (MKSI)?

He received a grant of 2,567.126 restricted stock units from MKS Inc. Each RSU represents the contingent right to receive one share of common stock, with vesting scheduled in three equal annual installments starting February 15, 2027, subject to business day adjustments.

How many MKS Inc (MKSI) common shares did Henry David Philip hold after these transactions?

After the reported transactions, Henry David Philip directly held 20,841.368 shares of MKS Inc common stock. This figure comes after RSU conversions increased his holdings and a tax-withholding transaction coded “F” reduced them by 4,097.269 shares.

What does the tax-withholding transaction in Henry David Philip’s MKS Inc (MKSI) Form 4 mean?

The transaction coded “F” reflects 4,097.269 MKS Inc shares withheld at $260.7400 per share. Footnotes explain these shares were retained by the company to satisfy tax withholding from RSU vesting and do not represent a discretionary market trade by Henry David Philip.

How do Henry David Philip’s MKS Inc (MKSI) RSU awards vest over time?

His RSU awards generally vest in three equal annual installments beginning on specific February 15 dates between 2024 and 2027. Some RSUs also depended on performance criteria determined in 2024, 2025, or 2026 before starting time-based vesting on those February 15 schedules.

What is the relationship between Henry David Philip’s RSUs and MKS Inc (MKSI) common stock?

Each RSU represents the right to receive one share of MKS Inc common stock. As RSUs vest, they are typically settled in shares, which increases his common stock holdings, subject to separate share withholding transactions to cover related tax obligations.