MKS INC·4

Feb 18, 5:07 PM ET

Taranto Eric Robert 4

4 · MKS INC · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

MKS (MKSI) EVP Eric Taranto Exercises Awards, $707K Tax Withholding

What Happened
Eric Robert Taranto, Executive Vice President & General Manager, Vacuum & Surface Division (VSD) at MKS Inc. (MKSI), converted multiple derivative awards into common stock and received a new RSU grant on February 17, 2026. The filing reports conversion/settlement transactions that together amounted to roughly 6,472.89 shares from several derivative exercises, plus a grant of 1,758.956 RSUs. To satisfy tax withholding obligations, 2,711.768 shares were withheld by MKS at $260.74 per share, generating $707,066. These withholdings are routine tax-related dispositions, not an open-market sale.

Key Details

  • Transaction date: February 17, 2026 (Form 4 filed Feb 18, 2026).
  • Withholding: 2,711.768 shares withheld at $260.74/share = $707,066 (code F = tax/withholding).
  • Conversions/exercises: multiple derivative exercises reported (codes M) totaling ~6,472.89 shares converted; one grant/award of 1,758.956 RSUs (code A).
  • Shares owned after transaction: not specified in the provided filing details.
  • Footnotes: RSUs represent rights to one share each (F1); withheld shares were retained by the company to satisfy tax obligations (F2). Several RSU awards are subject to multi-year vesting schedules and some were performance-based with performance determination dates noted (see F3–F9).
  • Filing timeliness: filed the day after the transactions; not marked late.

Context

  • The key cashless element here is tax withholding: the company retained shares to cover tax liabilities upon vesting/exercise, which is common and does not necessarily signal insider selling intent.
  • Several reported items are conversions/cancellations of derivative awards (M) rather than open-market sales (S). The award (A) items reflect RSUs subject to vesting and, in some cases, performance conditions.
  • This activity is routine insider equity compensation settlement and tax withholding; it should be interpreted differently from a discretionary open-market sale.

Insider Transaction Report

Form 4
Period: 2026-02-17
Taranto Eric Robert
EVP & GM, VSD
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+1,764.15319,468.4 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+914.04820,382.448 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+348.3320,730.778 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+97621,706.778 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+1,167.3622,874.138 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+1,30324,177.138 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-17$260.74/sh2,711.768$707,06621,465.37 total
  • Award

    Restricted Stock Unit

    [F1][F3]
    2026-02-17+1,758.95614,501.557 total
    Common Stock (1,758.956 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F4]
    2026-02-171,764.15312,737.404 total
    Common Stock (1,764.153 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F5]
    2026-02-17914.04811,823.356 total
    Common Stock (914.048 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F6]
    2026-02-17348.3311,475.026 total
    Common Stock (348.33 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F7]
    2026-02-1797610,499.026 total
    Common Stock (976 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F8]
    2026-02-171,167.369,331.666 total
    Common Stock (1,167.36 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F9]
    2026-02-171,3038,028.666 total
    Common Stock (1,303 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

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT