[Form 4] MKS Inc. Insider Trading Activity

Rhea-AI Filing Summary

Unusual Machines, Inc. (NYSE American: UMAC) filed an 8-K dated June 30, 2025 to disclose two reportable events:

• Item 3.02 — Unregistered Sales of Equity Securities: The equity awards described in Item 5.02 were issued to accredited recipients and relied on the Section 4(a)(2) private-placement exemption.
• Item 5.02 — Compensatory Arrangements of Certain Officers: On June 30, 2025 the Compensation Committee granted fully vested equity bonuses under the 2022 Equity Incentive Plan totalling 325,000 shares/units to senior executives:
  • CEO Dr. Allan Evans: 175,000 restricted common shares issued to an entity he controls.
  • CFO Brian Hoff: 75,000 restricted stock units (RSUs).
  • COO Andrew Camden: 75,000 RSUs.
  The common shares underlying the RSUs are scheduled for delivery in August 2025.

These awards are immediately vested; therefore, the 175,000 shares increase outstanding common stock upon issuance, while delivery of 150,000 additional shares is deferred. No cash consideration was involved.

The filing contains no financial statements, earnings data, or discussion of performance metrics beyond noting that the grants were awarded "for their performance."

Positive

• None.

Negative

• Immediate and pending issuance of 325,000 shares/units creates incremental share dilution without accompanying financial performance disclosure.

Insights

Corporate Governance Expert

TL;DR—Vested stock awards reward executives but introduce incremental dilution; governance impact appears routine.

The committee’s decision to grant 325 K vested equity units is standard compensation practice and aligns with the company’s 2022 equity plan. Because the CEO’s shares were issued immediately, outstanding share count climbs at once; the RSUs will follow in Aug-2025. The filing does not detail performance metrics or shareholder approval requirements, so transparency on pay-for-performance linkage is limited. Overall, this is a routine incentive action with modest dilution and no strategic shift; I view investor impact as neutral.

Financial Analyst

TL;DR—Equity bonuses add 0.3 M shares; minor dilution risk, no change to fundamentals.

Assuming Unusual Machines has a multi-million-share float (exact figure not provided), issuance of 325,000 shares/units likely represents a low-single-digit percentage increase. No cash outlay means cash reserves stay intact, but share-based compensation pressures EPS once shares vest/settle. Absence of financial guidance or operational updates limits immediate valuation impact. The transaction is therefore modestly dilutive yet fundamentally immaterial.

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).

X

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 MA 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, Operations & Corp Mktg

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/03/2025		S(1)		2,000	D	$105	20,571.18	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2025.

	/s/ James Kruger, attorney-in-fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Unusual Machines (UMAC) disclose in its June 30 2025 Form 8-K?

The company reported unregistered equity awards totaling 325,000 shares/units granted to its CEO, CFO, and COO.

How many shares did CEO Dr. Allan Evans receive?

Dr. Evans was issued 175,000 fully-vested restricted common shares through an entity he controls.

When will the RSUs granted to the CFO and COO be delivered?

The 150,000 RSUs granted to Brian Hoff and Andrew Camden are scheduled to settle in August 2025.

Were the equity awards registered with the SEC?

No. They were issued under the Section 4(a)(2) private-placement exemption and are therefore unregistered.

Does the 8-K include any financial or earnings information?

No financial statements, revenue, or earnings metrics were provided in this filing.