MKS Inc (MKSI) CEO awarded RSUs and uses shares to pay taxes

Rhea-AI Filing Summary

MKS Inc President & CEO John Tseng-Chung Lee reported equity compensation activity and related tax withholding. He received a grant of 15,592.911 restricted stock units, each representing the right to one MKS Inc common share. Several previously granted RSUs, including performance-based awards, were exercised and converted into common stock as they vested. To satisfy tax withholding obligations from these vestings, 32,548.307 common shares were delivered back to MKS Inc at $260.74 per share, which the company notes was not a discretionary trade.

Insights

Equity compensation analyst

Routine CEO RSU grant and vesting activity with tax shares withheld.

The President & CEO of MKS Inc reported a new award of 15,592.911 restricted stock units and multiple RSU vestings that converted into common shares. These are standard equity compensation mechanisms designed to align leadership incentives with long-term shareholder value.

The filing also shows 32,548.307 common shares used to cover tax withholding at $260.74 per share through a code F transaction. The company explicitly states this was to satisfy tax obligations and not a discretionary trade. Overall, the activity appears administrative and compensation-related rather than a directional bet on the stock.

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^*

Lee John Tseng-Chung

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		22,088.091	A	(1)	169,443.2537	D
Common Stock	02/17/2026		M		7,653.601	A	(1)	177,096.8547	D
Common Stock	02/17/2026		M		3,859.12	A	(1)	180,955.9747	D
Common Stock	02/17/2026		M		7,208	A	(1)	188,163.9747	D
Common Stock	02/17/2026		M		16,989.44	A	(1)	205,153.4147	D
Common Stock	02/17/2026		M		12,091	A	(1)	217,244.4147	D
Common Stock	02/17/2026		F(2)		32,548.307	D	$260.74	184,696.1077	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		15,592.911		(3)	(3)	Common Stock	15,592.911	(1)	154,717.373	D
Restricted Stock Unit	(1)	02/17/2026		M			22,088.091	(4)	(4)	Common Stock	22,088.091	(1)	132,629.282	D
Restricted Stock Unit	(1)	02/17/2026		M			7,653.601	(5)	(5)	Common Stock	7,653.601	(1)	124,975.681	D
Restricted Stock Unit	(1)	02/17/2026		M			3,859.12	(6)	(6)	Common Stock	3,859.12	(1)	121,116.561	D
Restricted Stock Unit	(1)	02/17/2026		M			7,208	(7)	(7)	Common Stock	7,208	(1)	113,908.561	D
Restricted Stock Unit	(1)	02/17/2026		M			16,989.44	(8)	(8)	Common Stock	16,989.44	(1)	96,919.121	D
Restricted Stock Unit	(1)	02/17/2026		M			12,091	(9)	(9)	Common Stock	12,091	(1)	84,828.121	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 did MKS Inc (MKSI) CEO report in this Form 4 filing?

The CEO of MKS Inc reported a new grant of 15,592.911 restricted stock units and several RSU vestings that converted into common shares. He also used 32,548.307 shares to satisfy tax withholding obligations tied to those vestings, rather than executing an open-market trade.

How many restricted stock units were granted to the MKS Inc CEO?

The CEO received a grant of 15,592.911 restricted stock units, each representing the contingent right to one MKS Inc common share. These RSUs are scheduled to vest in three equal annual installments starting on February 15, 2027, subject to standard business-day timing adjustments.

Were any MKS Inc shares sold by the CEO in the open market?

No open-market sale is described. The filing shows 32,548.307 common shares were delivered to MKS Inc at $260.74 per share solely to cover tax withholding from RSU vesting. The company states this did not represent a discretionary trade by the reporting person.

How do the MKS Inc CEO’s performance-based RSUs vest over time?

Some RSUs were subject to performance criteria determined in 2024, 2025, and 2026, then vest in three equal annual installments beginning February 15 of the respective year. If February 15 is not a business day, vesting occurs on the next business day, according to the filing.

What does a code F transaction mean in this MKS Inc Form 4?

In this Form 4, the code F transaction reflects payment of tax liabilities by delivering 32,548.307 MKS Inc common shares at $260.74 per share. The company explains these shares were withheld to satisfy tax obligations triggered by RSU vesting, not a voluntary sale decision.

Does the MKS Inc CEO now own more common stock after these RSU transactions?

Yes, multiple RSU exercises (code M) converted restricted stock units into MKS Inc common shares, increasing direct common stock holdings before tax withholding. After delivering 32,548.307 shares for taxes, his remaining directly owned common stock balance is 184,696.1077 shares as reported.