Lee John Tseng-Chung 4

What Happened
John Tseng‑Chung, President & CEO and a director of MKS Inc. (MKSI), converted multiple derivative awards (code M) into common stock on 2026-02-17, totaling about 69,889.25 shares. The company withheld 32,548.307 shares to satisfy tax withholding obligations at $260.74 per share, resulting in proceeds/withholding value of $8,486,646 (code F). On the same date he received a grant (code A) of 15,592.911 restricted stock units (RSUs) that are derivative awards subject to vesting.

Key Details

• Transaction date: February 17, 2026. Withholding price reported: $260.74/share. Withheld shares value: $8,486,646.
• Approximate shares converted (aggregate of conversion entries): 69,889.252 shares.
• Shares withheld for taxes (disposed via F): 32,548.307 shares at $260.74 = $8,486,646.
• New award: 15,592.911 RSUs granted (derivative). Each RSU = right to one common share (F1).
• Footnotes: withholding was done by MKS to satisfy tax obligations and “do not represent a discretionary trade by the reporting person” (F2). Multiple RSU awards have staged vesting and some were performance‑based (see F3–F9 for vesting start dates and performance determination dates).
• Shares owned after transaction: not specified in the information provided.
• Filing timeliness: no late‑filing indication in the provided excerpt.

Context

• These filings reflect conversions/settlements of derivative awards and routine company withholding for taxes rather than an open‑market sale by the CEO. Because shares were withheld by the company to cover tax obligations (not sold on the open market by the insider), this is generally considered a non‑discretionary, administrative transaction rather than a signal of buy/sell intent.
• The grant of 15,592.911 RSUs is subject to multi‑year vesting (and some awards were subject to performance criteria). For options/derivative exercises, note when shares are immediately sold or withheld for taxes — here withholding covers taxes rather than a voluntary sale.