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

Rhea-AI Filing Summary

MKS Inc EVP, GC & Secretary Kathleen Flaherty Burke reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 17, 2026, she received a grant of 3,327.755 RSUs, each representing the contingent right to one share of MKS common stock.

On the same date, several RSU awards were exercised or converted, increasing her directly held common stock through multiple transactions labeled as derivative exercises. Following these transactions, she directly owned 63,366.283 shares of common stock and 27,335.120 RSUs.

The filing also shows a disposition of 5,317.798 shares of common stock at a price of $260.7400 per share. According to the disclosure, these shares were withheld by MKS Inc. solely to satisfy tax withholding obligations triggered by RSU vesting and do not represent a discretionary trade by the executive.

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^*

Burke Kathleen Flaherty

(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, GC & Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M		3,450.859	A	(1)	54,611.008	D
Common Stock	02/17/2026		M		1,787.735	A	(1)	56,398.743	D
Common Stock	02/17/2026		M		562.54	A	(1)	56,961.283	D
Common Stock	02/17/2026		M		1,576	A	(1)	58,537.283	D
Common Stock	02/17/2026		M		2,336	A	(1)	60,873.283	D
Common Stock	02/17/2026		M		2,493	A	(1)	63,366.283	D
Common Stock	02/17/2026		F(2)		5,317.798	D	$260.74	58,048.485	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
Restricted Stock Unit	(1)	02/17/2026		A		3,327.755		(3)	(3)	Common Stock	3,327.755	(1)	27,335.12	D
Restricted Stock Unit	(1)	02/17/2026		M			3,450.859	(4)	(4)	Common Stock	3,450.859	(1)	23,884.261	D
Restricted Stock Unit	(1)	02/17/2026		M			1,787.735	(5)	(5)	Common Stock	1,787.735	(1)	22,096.526	D
Restricted Stock Unit	(1)	02/17/2026		M			562.54	(6)	(6)	Common Stock	562.54	(1)	21,533.986	D
Restricted Stock Unit	(1)	02/17/2026		M			1,576	(7)	(7)	Common Stock	1,576	(1)	19,957.986	D
Restricted Stock Unit	(1)	02/17/2026		M			2,336	(8)	(8)	Common Stock	2,336	(1)	17,621.986	D
Restricted Stock Unit	(1)	02/17/2026		M			2,493	(9)	(9)	Common Stock	2,493	(1)	15,128.986	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MKS Inc (MKSI) report for Kathleen Flaherty Burke?

MKS Inc reported that EVP, GC & Secretary Kathleen Flaherty Burke received a grant of 3,327.755 RSUs and exercised multiple RSU awards into common stock. The filing also shows shares withheld to cover tax obligations from RSU vesting.

How many restricted stock units did the MKS Inc (MKSI) executive receive in this Form 4?

The executive received 3,327.755 restricted stock units. Each RSU represents the contingent right to receive one share of MKS Inc common stock, subject to future vesting conditions and continued service or performance criteria as described in the accompanying footnotes.

Did the MKS Inc (MKSI) executive sell shares in the open market in this filing?

The filing shows 5,317.798 shares of common stock disposed of at $260.7400 per share. However, the company states these shares were withheld by MKS Inc to satisfy tax withholding obligations and do not represent a discretionary open-market trade by the executive.

What are the executive’s reported MKS Inc (MKSI) holdings after these Form 4 transactions?

After the reported transactions, the executive directly held 63,366.283 shares of MKS Inc common stock and 27,335.120 restricted stock units. These positions reflect both newly granted RSUs and shares received from RSU vesting and derivative exercises on February 17, 2026.

How do the MKS Inc (MKSI) RSU awards for the executive vest over time?

The footnotes explain that various RSU grants vest in three equal annual installments starting on February 15 in specified years. Some grants were subject to performance criteria determined on dates in 2024, 2025, and 2026, then vest annually, typically on or after February 15.

What does the tax-withholding disposition mean in the MKS Inc (MKSI) Form 4?

The tax-withholding disposition labeled with transaction code “F” reflects shares delivered to MKS Inc to pay tax liabilities from RSU vesting. The company clarifies that these withheld shares do not constitute a discretionary trade or investment decision by the reporting executive.