Equity grants for MKS Inc (NASDAQ: MKSI) EVP include tax share withholding

Rhea-AI Filing Summary

MKS Inc executive Eric Robert Taranto, EVP & GM, VSD, reported multiple equity compensation transactions dated February 17, 2026. He received a grant of 1758.9560 restricted stock units, each representing one share of common stock, which vest in three equal annual installments commencing on February 15, 2027.

Several prior restricted stock unit awards were exercised or converted into common stock at a share price of $0.0000, reflecting scheduled vesting under earlier grants. In connection with these vestings, 2711.7680 common shares valued at $260.7400 per share were withheld by MKS Inc to satisfy tax withholding obligations, and the filing states this did not represent a discretionary trade by Taranto.

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

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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^*

Taranto Eric Robert

(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 & GM, VSD

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		1,764.153	A	(1)	19,468.4004	D
Common Stock	02/17/2026		M		914.048	A	(1)	20,382.4484	D
Common Stock	02/17/2026		M		348.33	A	(1)	20,730.7784	D
Common Stock	02/17/2026		M		976	A	(1)	21,706.7784	D
Common Stock	02/17/2026		M		1,167.36	A	(1)	22,874.1384	D
Common Stock	02/17/2026		M		1,303	A	(1)	24,177.1384	D
Common Stock	02/17/2026		F(2)		2,711.768	D	$260.74	21,465.3704	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		1,758.956		(3)	(3)	Common Stock	1,758.956	(1)	14,501.557	D
Restricted Stock Unit	(1)	02/17/2026		M			1,764.153	(4)	(4)	Common Stock	1,764.153	(1)	12,737.404	D
Restricted Stock Unit	(1)	02/17/2026		M			914.048	(5)	(5)	Common Stock	914.048	(1)	11,823.356	D
Restricted Stock Unit	(1)	02/17/2026		M			348.33	(6)	(6)	Common Stock	348.33	(1)	11,475.026	D
Restricted Stock Unit	(1)	02/17/2026		M			976	(7)	(7)	Common Stock	976	(1)	10,499.026	D
Restricted Stock Unit	(1)	02/17/2026		M			1,167.36	(8)	(8)	Common Stock	1,167.36	(1)	9,331.666	D
Restricted Stock Unit	(1)	02/17/2026		M			1,303	(9)	(9)	Common Stock	1,303	(1)	8,028.666	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
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FAQ

What insider transactions did MKSI executive Eric Robert Taranto report?

Eric Robert Taranto reported multiple equity compensation transactions, including a grant of 1758.9560 RSUs and several vesting-related conversions of RSUs into common stock, all dated February 17, 2026. These movements reflect scheduled compensation rather than open-market trading activity.

How many restricted stock units were newly granted to the MKSI EVP in this Form 4?

The Form 4 shows a new grant of 1758.9560 restricted stock units to Eric Robert Taranto. Each RSU represents the right to receive one share of MKS Inc common stock, vesting in three equal annual installments beginning on February 15, 2027, subject to continued service.

How do Eric Robert Taranto’s new RSUs at MKS Inc vest over time?

The newly granted 1758.9560 RSUs vest in three equal annual installments starting on February 15, 2027. If February 15 is not a business day in any vesting year, vesting occurs on the next business day, aligning with the company’s standard equity award practices.

Were any MKSI shares sold by Eric Robert Taranto in this Form 4 filing?

The filing reports a disposition of 2711.7680 common shares at $260.7400 per share coded as a tax-withholding transaction. The shares were withheld by MKS Inc to cover tax obligations from RSU vesting and are explicitly described as not a discretionary trade by Taranto.

What does the tax withholding transaction mean for MKSI EVP Eric Robert Taranto?

The tax withholding transaction means 2711.7680 shares of MKS Inc common stock were retained by the company at $260.7400 per share to satisfy Taranto’s tax liabilities from RSU vesting, rather than being an intentional open-market sale initiated by him.

Does this MKSI Form 4 indicate a change in Eric Robert Taranto’s compensation structure?

The Form 4 reflects continued use of restricted stock units and performance-based RSUs vesting in annual installments for Eric Robert Taranto. It demonstrates ongoing equity-based compensation but does not, by itself, describe any change to his overall compensation structure or policy.