MKS Inc. (NASDAQ: MKSI) COO reports RSU grant and tax share withholding

Rhea-AI Filing Summary

MKS Inc. EVP & COO James Alan Schreiner reported equity compensation activity on restricted stock units and common stock. He received a grant of 2,376.968 RSUs, each representing one MKS share, which vests in three equal annual installments starting on February 15, 2027. Multiple existing RSU awards were exercised or converted into common stock at no cash exercise price, reflecting previously granted time- and performance-based awards that vest in three annual installments around February 15 in 2024, 2025 and 2026. In a separate transaction, 4,343.764 common shares were disposed of at a price of $260.74 per share to satisfy tax withholding obligations triggered by RSU vesting, and this did not represent a discretionary trade by Schreiner.

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^*

Schreiner James Alan

(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 & COO

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		2,566.678	A	(1)	25,187.012	D
Common Stock	02/17/2026		M		1,330.434	A	(1)	26,517.446	D
Common Stock	02/17/2026		M		432.48	A	(1)	26,949.926	D
Common Stock	02/17/2026		M		1,211	A	(1)	28,160.926	D
Common Stock	02/17/2026		M		1,740.8	A	(1)	29,901.726	D
Common Stock	02/17/2026		M		1,944	A	(1)	31,845.726	D
Common Stock	02/17/2026		F(2)		4,343.764	D	$260.74	27,501.962	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		2,376.968		(3)	(3)	Common Stock	2,376.968	(1)	20,621.867	D
Restricted Stock Unit	(1)	02/17/2026		M			2,566.678	(4)	(4)	Common Stock	2,566.678	(1)	18,055.189	D
Restricted Stock Unit	(1)	02/17/2026		M			1,330.434	(5)	(5)	Common Stock	1,330.434	(1)	16,724.755	D
Restricted Stock Unit	(1)	02/17/2026		M			432.48	(6)	(6)	Common Stock	432.48	(1)	16,292.275	D
Restricted Stock Unit	(1)	02/17/2026		M			1,211	(7)	(7)	Common Stock	1,211	(1)	15,081.275	D
Restricted Stock Unit	(1)	02/17/2026		M			1,740.8	(8)	(8)	Common Stock	1,740.8	(1)	13,340.475	D
Restricted Stock Unit	(1)	02/17/2026		M			1,944	(9)	(9)	Common Stock	1,944	(1)	11,396.475	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) EVP & COO James Alan Schreiner report on this Form 4?

James Alan Schreiner reported a new grant of 2,376.968 restricted stock units and several conversions of existing RSUs into common stock at no cash exercise price. He also reported shares withheld to cover tax obligations arising from RSU vesting.

How many new restricted stock units did MKSI grant to EVP & COO James Alan Schreiner?

MKS Inc. granted James Alan Schreiner 2,376.968 restricted stock units, each representing one share of common stock. These units are part of his equity compensation and will vest over time according to a three-year annual vesting schedule starting in 2027.

When do James Alan Schreiner’s newly granted MKSI RSUs vest?

The newly granted 2,376.968 RSUs vest in three equal annual installments commencing on February 15, 2027. If February 15 is not a business day in any vesting year, vesting will occur on the next business day, according to the award terms disclosed.

Were any of James Alan Schreiner’s MKSI Form 4 transactions discretionary stock sales?

The Form 4 states that 4,343.764 common shares were withheld by MKS Inc. at $260.74 per share to satisfy tax withholding obligations from RSU vesting. The disclosure clarifies this was not a discretionary trade by Schreiner but a tax-withholding disposition.

What type of equity awards did MKSI’s James Alan Schreiner report as vesting or converting?

Schreiner reported multiple restricted stock unit awards, including time-based and performance-based RSUs, converting into common stock. Several awards vest in three equal annual installments around February 15 in 2024, 2025, and 2026, reflecting previously granted long-term incentive compensation.

How many MKSI shares were used to cover James Alan Schreiner’s RSU tax obligations?

A total of 4,343.764 common shares of MKS Inc. were disposed of at a price of $260.74 per share to satisfy tax withholding obligations. The filing specifies these withheld shares do not represent a discretionary open-market sale by James Alan Schreiner.