Burke Kathleen Flaherty 4

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.