Burke Kathleen Flaherty 4
4 · MKS INC · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
MKS Inc (MKSI) EVP Kathleen Burke Exercises Derivatives, Sells 5,317.8 Shares
What Happened
- Kathleen Burke Flaherty, EVP, General Counsel & Secretary of MKS Inc (MKSI), exercised/converted multiple derivative awards (RSUs) on Feb 17, 2026, received new derivative shares and had 5,317.798 shares disposed/withheld to satisfy tax and exercise obligations. The withheld shares were reported as disposed at $260.74 each, generating $1,386,563 for tax/exercise payment.
- The filing also shows a grant/award of 3,327.755 RSU-equivalent shares (derivative). Most other exercised/conversion entries are recorded as derivative transactions (code M) with no per-share cash price (N/A) because they represent RSU conversions rather than open-market purchases.
Key Details
- Transaction date: February 17, 2026; Filing date: February 18, 2026 (timely).
- Tax/exercise withholding: 5,317.798 shares disposed at $260.74/share = $1,386,563 (transaction code F).
- Other derivative activity (code M): multiple RSU/derivative conversions (3,450.859; 1,787.735; 562.54; 1,576; 2,336; 2,493 shares) and a grant/award of 3,327.755 RSUs (code A).
- Shares owned after the reported transactions: not specified in the provided filing.
- Notable footnotes: F1–F9 indicate these were restricted stock units (each RSU = right to one share), several RSU grants are subject to multi-year vesting schedules and some were performance-based; F2 specifies the withheld shares were retained by MKS to satisfy tax withholding and do not represent a discretionary open-market sale by the insider.
Context
- These transactions are routine compensation/settlement activity: RSUs vest or are converted to shares (derivative exercise/conversion), and companies commonly withhold a portion of shares to cover tax obligations rather than issuing cash (a non-discretionary, administrative disposition).
- This is not an open-market sale signaling a deliberate liquidity event by the insider; the disposal was to satisfy tax/exercise liabilities following RSU conversion.
Insider Transaction Report
Form 4
MKS INCMKSI
Burke Kathleen Flaherty
EVP, GC & Secretary
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-17+3,450.859→ 54,611.008 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+1,787.735→ 56,398.743 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+562.54→ 56,961.283 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+1,576→ 58,537.283 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+2,336→ 60,873.283 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+2,493→ 63,366.283 total - Tax Payment
Common Stock
[F2]2026-02-17$260.74/sh−5,317.798$1,386,563→ 58,048.485 total - Award
Restricted Stock Unit
[F1][F3]2026-02-17+3,327.755→ 27,335.12 total→ Common Stock (3,327.755 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F4]2026-02-17−3,450.859→ 23,884.261 total→ Common Stock (3,450.859 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-02-17−1,787.735→ 22,096.526 total→ Common Stock (1,787.735 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F6]2026-02-17−562.54→ 21,533.986 total→ Common Stock (562.54 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F7]2026-02-17−1,576→ 19,957.986 total→ Common Stock (1,576 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F8]2026-02-17−2,336→ 17,621.986 total→ Common Stock (2,336 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F9]2026-02-17−2,493→ 15,128.986 total→ Common Stock (2,493 underlying)
Footnotes (9)
- [F1]Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of MKS Inc.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ M. Kathryn Rickards, attorney-in-fact|2026-02-18