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MKS Inc. (MKSI) SVP Michelle McCarthy logs RSU grant, vesting and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MKS Inc. senior vice president and chief accounting officer Michelle M. McCarthy reported equity compensation activity involving restricted stock units (RSUs) and related common stock on April 15, 2026. She received a grant of 1,672.862 RSUs, each representing a contingent right to one share of MKS common stock, which will vest in three equal annual installments beginning on April 15, 2027.

On the same date, RSUs in amounts of 968, 1,107, and 1,736 units were exercised or converted into the same number of common shares as part of earlier awards that vest in three annual installments beginning on April 15, 2025 and April 15, 2026. To cover tax withholding obligations triggered by these vestings, 1,375.451 common shares were withheld by MKS Inc. at a price of $274.15 per share, which the filing notes was not a discretionary trade. Following these transactions, McCarthy directly held 2,435.549 shares of common stock and 7,388.160 RSUs.

Positive

  • None.

Negative

  • None.
Insider McCarthy Michelle M
Role SVP & Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 1,672.862 $0.00 --
Exercise Restricted Stock Unit 968 $0.00 --
Exercise Restricted Stock Unit 1,107 $0.00 --
Exercise Restricted Stock Unit 1,736 $0.00 --
Exercise Common Stock 968 $0.00 --
Exercise Common Stock 1,107 $0.00 --
Exercise Common Stock 1,736 $0.00 --
Tax Withholding Common Stock 1,375.451 $274.15 $377K
Holdings After Transaction: Restricted Stock Unit — 11,199.16 shares (Direct); Common Stock — 968 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of MKS Inc. 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. These RSUs vest in three equal annual installments commencing on April 15, 2027, provided that if, in any vesting year, April 15th is not a business day, such vesting shall occur on the next business day. These RSUs vest in three equal annual installments commencing on April 15, 2025, provided that if, in any vesting year, April 15th is not a business day, such vesting shall occur on the next business day. These RSUs vest in three equal annual installments commencing on April 15, 2026, provided that if, in any vesting year, April 15th is not a business day, such vesting shall occur on the next business day.
New RSU grant 1,672.862 RSUs Grant on April 15, 2026 to SVP & Chief Accounting Officer
RSUs exercised or converted 3,811 RSUs 968 + 1,107 + 1,736 units converting into common stock
Tax withholding shares 1,375.451 shares at $274.15 Shares withheld by MKS Inc. to satisfy RSU tax obligations
Common stock held 2,435.549 shares Direct common stock ownership following April 15, 2026 transactions
RSUs remaining 7,388.160 RSUs Restricted stock units outstanding after grant and vesting activity
Post-grant RSU balance 11,199.160 RSUs Total RSUs directly held immediately after new grant
Restricted Stock Unit financial
"Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of MKS Inc."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding obligations financial
"These shares were withheld by MKS Inc. to satisfy the tax withholding obligations triggered by the vesting of RSUs"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
contingent right financial
"represents the contingent right to receive one share of common stock"
SEC Form 4
FORM 4UNITED 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*
McCarthy Michelle M

(Last)(First)(Middle)
C/O MKS INC.
2 TECH DRIVE

(Street)
ANDOVER MASSACHUSETTS 01810

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MKS INC [ MKSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/15/2026M968A(1)968D
Common Stock04/15/2026M1,107A(1)2,075D
Common Stock04/15/2026M1,736A(1)3,811D
Common Stock04/15/2026F(2)1,375.451D$274.152,435.549D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/15/2026A1,672.862 (3) (3)Common Stock1,672.862(1)11,199.16D
Restricted Stock Unit(1)04/15/2026M968 (4) (4)Common Stock968(1)10,231.16D
Restricted Stock Unit(1)04/15/2026M1,107 (4) (4)Common Stock1,107(1)9,124.16D
Restricted Stock Unit(1)04/15/2026M1,736 (5) (5)Common Stock1,736(1)7,388.16D
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 April 15, 2027, provided that if, in any vesting year, April 15th is not a business day, such vesting shall occur on the next business day.
4. These RSUs vest in three equal annual installments commencing on April 15, 2025, provided that if, in any vesting year, April 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 April 15, 2026, provided that if, in any vesting year, April 15th is not a business day, such vesting shall occur on the next business day.
/s/ James Kruger, attorney-in-fact04/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did MKSI executive Michelle McCarthy report on April 15, 2026?

Michelle McCarthy reported RSU-related transactions on April 15, 2026, including a grant of 1,672.862 restricted stock units and vesting of prior RSU awards into 3,811 common shares. The activity reflects equity compensation, not open-market buying or selling.

How many MKS Inc. (MKSI) restricted stock units were granted to Michelle McCarthy?

She was granted 1,672.862 restricted stock units, each representing a contingent right to one share of MKS common stock. These RSUs vest in three equal annual installments starting April 15, 2027, subject to the business day convention described in the filing.

When do Michelle McCarthy’s new and existing MKS Inc. RSUs vest?

The newly granted 1,672.862 RSUs vest in three equal annual installments beginning April 15, 2027. Other RSU tranches referenced vest in three annual installments beginning April 15, 2025 and April 15, 2026, with vesting shifted to the next business day if April 15 is not one.

How many MKS Inc. common shares were used for tax withholding in Michelle McCarthy’s Form 4?

The filing shows 1,375.451 common shares withheld at $274.15 per share to satisfy tax obligations from RSU vesting. It explicitly states these withheld shares do not represent a discretionary trade by Michelle McCarthy, but a tax-withholding mechanism.

What are Michelle McCarthy’s MKS Inc. share and RSU holdings after these transactions?

After the April 15, 2026 transactions, she directly held 2,435.549 shares of MKS common stock and 7,388.160 restricted stock units. The RSUs each represent a contingent right to receive one common share, subject to their respective vesting schedules described in the filing.

Did Michelle McCarthy buy or sell MKS Inc. shares on the open market?

The Form 4 does not report any open-market purchases or sales. It shows RSU grants, RSU vesting into common shares, and shares withheld by MKS Inc. to cover tax obligations, which the footnote clarifies were not discretionary trades by Michelle McCarthy.