Colella Joseph 4

What Happened

• Joseph Colella, SVP & General Counsel of Entegris (ENTG), received 4,850 shares on Feb 19, 2026 as the settlement of performance share units/restricted stock units (reported as an award). Of those, 2,574 shares were automatically withheld to satisfy tax obligations (1,424 @ $132.67 = $188,922; 1,150 @ $132.67 = $152,571, total $341,493). On Feb 20, 2026 he sold 1,580 shares in two open‑market transactions (927 @ $131.49 = $121,891; 653 @ $131.49 = $85,863, total $207,754). The filing reports the award acquisition at $0 (typical for share settlements in filings).

Key Details

• Transaction dates and prices:
  • 2026-02-19: Award of 4,850 shares (A) listed at $0.
  • 2026-02-19: 1,424 shares withheld @ $132.67 (F) = $188,922.
  • 2026-02-19: 1,150 shares withheld @ $132.67 (F) = $152,571.
  • 2026-02-20: 927 shares sold @ $131.49 (S) = $121,891.
  • 2026-02-20: 653 shares sold @ $131.49 (S) = $85,863.
• Cash/proceeds and value: open‑market sales totaled $207,754; tax‑withheld shares totaled $341,493; combined value of disposed shares = $549,247.
• Net change from these reported transactions: 4,850 awarded minus 4,154 disposed = net +696 shares (simple arithmetic based on reported items).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Notable footnotes:
  • Award settled in connection with the 2023–2025 performance cycle and pursuant to the 2020 Stock Plan (F1, F2).
  • F3/F4 indicate shares were automatically withheld to satisfy tax withholding.
  • Open‑market sales were made pursuant to a Rule 10b5‑1 trading plan established Aug 8, 2025 (F5).
• Filing: Report filed 2026-02-23 for transactions on Feb 19–20; this filing date is within the typical Form 4 reporting window (appears timely).

Context

• These transactions are primarily compensation‑related: an award (settlement of PSUs/RSUs) with automatic share withholding to cover taxes, plus scheduled sales under a pre‑existing 10b5‑1 plan. That pattern is common for executives when equity awards vest and taxes are satisfied.
• No options exercises or gifts are reported here; the "F" codes reflect tax withholding, and "S" sales were executed under a Rule 10b5‑1 plan.