10-K – 2026-02-11 – entg-20251231.htm

To date, the Company is not aware that its business or operations have been, or are reasonably likely to be, materially impacted by these cyberattacks. However, the Company’s security efforts and the efforts of its third-party providers may not prevent or timely detect attacks and resulting breaches or breakdowns of the Company’s, or its third-party service providers’, databases or systems.

Governance
 
Board of Directors’ Oversight
 
The Audit and Finance Committee (the “Audit and Finance Committee”) of our Board of Directors is responsible for reviewing and monitoring general IT and cybersecurity matters, including related risks, and reporting to the Board its determinations, actions and recommendations related thereto. Our Audit and Finance Committee is composed of independent directors with extensive executive leadership and risk management experience. Our CISO, together with our CIDO, provide quarterly updates to our Audit and Finance Committee regarding the cybersecurity risk landscape, specific risks affecting the Company and solutions to mitigate those risks, and legal and regulatory requirements relating to cybersecurity. These updates assist the Board in performing its oversight and risk management function. In addition, the full Board receives an annual report on cybersecurity directly from the CISO.
 
Management’s Role Managing Risk
 
Our CISO is responsible for the implementation, operation and monitoring of our cybersecurity risk management program. Our current CISO, who reports to our CIDO, has over 20 years of experience managing the IT and cybersecurity operations within large, global organizations. His extensive experience assessing and mitigating cybersecurity risk, implementing governance structures and developing employee training programs is critical in developing and executing our cybersecurity strategies.

Monitoring of Cybersecurity Incidents
 
Our Cybersecurity Incident Response Plan establishes how we monitor and respond to cybersecurity incidents impacting our environment. The CISO works closely with members of our Executive Leadership Team and his cybersecurity team to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. We engage a third-party managed security services provider (MSSP) to provide 24/7 continuous monitoring of the Company’s IT and operational technology environments for potential cybersecurity incidents. In the event such an incident is identified by our MSSP or any of our employees, our cybersecurity team assigns it a severity classification and escalates the incident accordingly. Depending on the severity of the incident, certain key personnel are notified and work together to further investigate the incident and take actions to respond, which may include engaging with external specialists, regulatory authorities and our cybersecurity insurance carrier. The CISO receives regular updates on all incidents and incident responses, which the CISO shares with our Executive
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Leadership Team on a weekly basis. Our cybersecurity team conducts a post-incident review of all major cybersecurity incidents, which review includes identification of vulnerabilities, assessment of the incident’s impact on the Company and recommendations to help prevent similar incidents in the future.

See “Item 1A. Risk Factors” for a more detailed description of the cybersecurity risks we face.
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Item 2. Properties.
We own and lease facilities for manufacturing, distribution, technical support, sales, service, repair, and general administrative purposes primarily located in the United States, Canada, Taiwan, South Korea, Japan, China, Singapore, Malaysia, Germany, France and Israel. As of December 31, 2025, we owned and leased approximately 3.7 million square feet and 1.9 million square feet of space, respectively, across 72 owned and 31 leased properties. Our principal executive offices are located in Billerica, Massachusetts. Because of the interrelation of our operations, properties in certain geographical locations may be attributable to multiple reporting segments. We believe that our facilities are well-maintained and suitable for their respective operations. We regularly assess the size, capability and location of our global infrastructure and periodically make adjustments based on these assessments.

Item 3. Legal Proceedings.
We are, from time-to-time, involved in various claims, proceedings and lawsuits relating to our business, employees, intellectual property and other matters. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, that could require significant expenditures or result in lost revenues. We record a liability for these matters when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. There is judgment required in the determination of the likelihood of outcome, and if necessary determination of the estimate or range of potential outcomes. Based on the current information, the Company does not believe any known matters have a reasonable possibility of a material amount for litigation or other contingencies related to legal proceedings.

Item 4. Mine Safety Disclosures.
Not applicable.
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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders
Entegris’ common stock, $0.01 par value per share, trades on the Nasdaq Global Select Market under the symbol “ENTG”. As of February 6, 2026, there were 907 shareholders of record.
Dividend Policy
Holders of the Company’s common stock are entitled to receive dividends when and if they are declared by the Company’s Board of Directors. The Company’s Board of Directors declared cash dividends of $0.10 per share during each of the first, second, third and fourth quarters of 2025, which totaled $61.1 million.
On January 14, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share to be paid on February 18, 2026 to shareholders of record as of January 28, 2026.
The Company currently expects to continue paying dividends comparable with our historic dividend practices. Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of our Board of Directors. Furthermore, the credit agreement governing the Credit Facilities contains restrictions that may limit our ability to pay dividends.
Issuer Sales of Unregistered Securities During the Past Three Years
None.
Comparative Stock Performance
The following graph compares the cumulative total shareholder return on the common stock of Entegris, Inc. from December 31, 2020 through December 31, 2025 with the cumulative total return on (1) The Nasdaq Composite Index, and (2) The Philadelphia Semiconductor Index, assuming $100 was invested at the close of trading on December 31, 2020 in Entegris, Inc. common stock, the Nasdaq Composite Index and the Philadelphia Semiconductor Index and that all dividends are reinvested.

Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2024.
Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved.
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December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025
Entegris, Inc. $100.00 $144.58 $68.68 $126.04 $104.54 $89.31
Nasdaq Composite 100.00 122.18 82.42 119.22 154.47 187.13
Philadelphia Semiconductor Index 100.00 142.85 93.02 155.35 186.98 268.23

Issuer Purchases of Equity Securities

The Company does not have a publicly announced stock repurchase program and we did not repurchase any equity securities during the year ended December 31, 2025.
The Company issues common stock awards under its equity incentive plans. In the consolidated financial statements, the Company treats shares of common stock withheld for tax purposes on behalf of its employees in connection with the vesting or exercise of the awards as common stock repurchases because they reduce the number of shares that would have been issued upon vesting or exercise. These withheld shares of common stock are not considered common stock repurchases pursuant to a Board-authorized common stock repurchase plan.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s consolidated financial condition and results of operations should be read along with the consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described in Item 1A, “Risk Factors” and the “Cautionary Statements” section of this Item 7 below. You should review Item 1A “Risk Factors” of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented except for the segment analysis. Information pertaining to fiscal year 2023 results of operations and the year-over-year comparison of changes in our Financial Condition and Results of Operations as of and for the year ended December 31, 2024 and 2023 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 12, 2025.
Cautionary Statements
This Annual Report on Form 10-K and the portions of the Company’s Definitive Proxy Statement incorporated by reference in this Annual Report on Form 10-K contain “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current management expectations and assumptions only as of the date of this Annual Report on Form 10-K. They are not guarantees of future performance and they involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.

These risks and uncertainties include, but are not limited to, fluctuations in the demand for semiconductors; the impact of global economic uncertainty, including volatile financial markets, inflationary pressures and interest rate fluctuations, economic recessions, national debt and bank failures, raw material shortages, supply constraints, and price increases; supply chain interruptions and the Company’s dependence on sole, single and limited source suppliers; operational, political and legal risks associated with the Company’s international operations, including those related to geopolitical uncertainty and regional and global instabilities and hostilities, including, but not limited to, the ongoing conflicts between Ukraine and Russia, and between Israel and Hamas, as well as the global responses thereto; export controls, economic sanctions, and similar restrictions; the concentration and consolidation of the Company’s customer base; the Company’s ability to meet rapid demand shifts; the Company’s ability to continue technological innovation and to introduce new products to meet customers’ rapidly changing requirements; manufacturing and other operational disruptions or delays; IT system failures, network disruptions, and cybersecurity risks; tariffs, additional taxes and other protectionist measures resulting from international trade disputes, strained international relations and changes in foreign and national security policy; the risks associated with the use and manufacture of hazardous materials; goodwill impairment; challenges in attracting and retaining qualified personnel; the Company’s ability to protect and enforce intellectual property rights; artificial intelligence; the Company’s environmental, social, and governance commitments; legal and regulatory risks, including changes in laws and regulations related to the environment, health and safety, accounting standards, and corporate governance, across the jurisdictions in which the Company operates; changes in taxation or adverse tax rulings; the Company’s ability to effectively implement any organizational changes; the ability to obtain government incentives and the possibility that competitors will benefit from government incentives; the amount and consequences of the Company’s indebtedness, its ability to repay its debt and to obtain future financing, and the Company’s obligations under its current outstanding credit facilities; volatility in the Company’s stock price; the payment of cash dividends and the adoption of future share repurchase programs; challenges associated with a potential change of control; substantial competition; the Company’s ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the impacts of climate change; and other matters. These risks and uncertainties also include, but are not limited to, the risk factors and additional information described in this Annual Report on Form 10-K under the caption “Risk Factors,” elsewhere in this Annual Report on Form 10-K and in the Company’s other periodic filings. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates.
Overview
This overview is not a complete discussion of the Company’s financial condition, changes in financial condition and results of operations; it is intended merely to facilitate an understanding of the most salient aspects of its financial condition and operating performance and to provide a context for the detailed discussion and analysis that follows, and must be read in its entirety in order to fully understand the Company’s financial condition and results of operations.
The Company is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. We leverage our unique breadth of capabilities to provide customers with innovative, science-based solutions to their toughest technology challenges, helping improve productivity and product performance in the most advanced manufacturing environments.
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Our business is organized and operated in two operating segments.

▪ The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
▪ The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.

Our complementary capabilities enable co-optimized, integrated solutions that improve device performance, lower cost of ownership and accelerate time to market. We address complex manufacturing challenges across deposition, CMP and post-CMP modules with solutions including advanced deposition materials, CMP slurries, pads and post-CMP cleaning chemistries (each from our MS segment), and CMP slurry filters, high-purity packaging and fluid monitoring systems (each from our APS segment). As leading semiconductor manufacturers implement molybdenum into advanced nodes, Entegris is uniquely positioned to support this transition and to solve challenges associated with integrating a new material through our expertise and solutions in precursors, deposition, etch, CMP consumables and contamination control.
Global Trade Environment
Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and sparked significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. The nature of our global business exposes us to risks associated with trade conflicts between the U.S. and its trading partners. Additionally, our manufacturing operations rely on a global supply chain to manufacture our products, including, in some instances, raw materials from China. The recent tariffs and other similar trade policies may increase our sourcing and manufacturing costs, force us to find alternative suppliers, or result in manufacturing and delivery delays. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, harm to our relationships with our customers, and decreased profitability. These issues may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.
Our strategy has been, and will continue to be, to build a resilient and robust supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the Company from financial and operational impacts of a volatile trade environment in the medium to long term, our business could still be impacted by sudden changes in trade policy in the near term, particularly, for example, our products manufactured in the United States and sold to customers located in China. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify; however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate this volatility.
Recent Events
In January 2026, we completed an assessment of the useful lives of our property, plant and equipment and adjusted the estimated useful lives of certain property, plant and equipment to more closely reflect the expected economic lives of these assets. These adjustments followed an analysis of our actual usage of assets, including the technological and physical obsolescence of these assets, our ability to continue to use equipment, historical usage trends, and anticipated capital plans and technology roadmaps, as well as industry trends and practices. Based on this analysis, we determined that the increase in useful lives was warranted and consistent with the Company’s historical and anticipated use of these assets. The updated estimated useful lives of certain assets for financial reporting purposes are as follows: buildings and improvements, 5 to 35 years increased to 5 to 40 years; manufacturing equipment, 5 to 10 years increased 5 to 14 years; canister and cylinder 3 to 12 years increased to 3 to 19 years; molds 3 to 5 years increased to 3 to 9 years and lab equipment, 3 to 8 years increased to 3 to 9 years.
This change in accounting estimate is effective beginning in fiscal year 2026 and is applied prospectively to the assets on our balance sheet as of December 31, 2025 and to future asset purchases. Based on the carrying amount of the assets included in property, plant and equipment, net in our Consolidated Balance Sheet as of December 31, 2025, we expect total depreciation expense in 2026 to be reduced by $72.9 million. We expect this change will result in an increase in gross margin of approximately $52.4 million, a decrease in ER&D expenses of approximately $11.4 million and a decrease in ending inventory values of $9.1 million.

Critical Accounting Policies and Estimates
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Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates, including, but not limited to, those related to long-lived assets (property, plant and equipment, and identified intangible assets), goodwill and income taxes. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Management’s utilization of different judgments or estimates could result in material differences in the amount and timing of the Company’s results of operations for any period. In addition, actual results could be different from the Company’s current estimates, possibly resulting in increased future charges to earnings.
Our critical accounting policies that are most significantly affected by estimates, assumptions and judgments used in the preparation of the Company's consolidated financial statements relate to business acquisitions and are discussed below. See Note 1 to the Company’s consolidated financial statements for additional information about the Company’s other significant accounting policies.
Goodwill
Goodwill is tested for impairment annually as of August 31. If circumstances change during interim periods between annual tests that would more likely than not reduce the fair value of a reporting unit below its carrying value, the Company will test goodwill for impairment. Factors that would necessitate an interim goodwill impairment assessment include a sustained decline in the Company's stock price, effects on a reporting unit such as a change in the composition or carrying amounts of its net assets, prolonged negative industry or economic trends, or significant under-performance relative to expected, historical or projected future operating results. We allocate goodwill to reporting units at the time of acquisition or when there is a change in the reporting structure and base that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. The Company has defined its reporting units as its operating segments, MS and APS as disclosed in Note 20 to our consolidated financial statements.
Management uses judgment to determine whether to use a qualitative analysis or a quantitative fair value measurement for its goodwill impairment testing. For the year ended December 31, 2025, the Company determined to utilize a qualitative analysis for the APS reporting unit and a quantitative analysis for the MS reporting unit. The MS reporting unit's fair value was estimated using an equal weighting of the income and market valuation approaches. The Company's fair value measurement approach combines the income and market valuation techniques for each of the Company’s reporting units that carry goodwill. These valuation techniques use estimates and assumptions including, but not limited to, the determination of appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. Based upon a sensitivity analysis the Company performed, a 50 basis point change in the projected compound annual revenue growth rate, gross margins, discount rate, or terminal growth rate assumption would not result in an impairment in the MS reporting unit.
If a reporting unit fails the quantitative impairment test, impairment expense is immediately recorded as the difference between the reporting unit’s fair value and carrying value not to exceed the amount of goodwill recorded. We recorded no impairment charges related to goodwill during the fiscal years ended December 31, 2025 and 2024. Adverse changes in the future could reduce the underlying cash flows used to estimate the reporting unit fair values and could result in a further decrease in fair value that could trigger a future impairment charge of the goodwill balance.
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Results of Operations
Year ended December 31, 2025 compared to year ended December 31, 2024
The following table sets forth the results of operations and the relationship between various components of operations, stated as a percent of net sales, for 2025 and 2024.
(Dollars in millions) 2025 2024
  % of net sales   % of net sales
Net sales $ 3,196.6  100.0  % $ 3,241.2  100.0  %
Cost of sales 1,776.7  55.6  1,754.5  54.1 
Gross profit 1,419.9  44.4  1,486.7  45.9 
Selling, general and administrative expenses 450.6  14.1  446.6  13.8 
Engineering, research and development expenses 329.0  10.3  316.1  9.8 
Amortization of intangible assets 184.4  5.8  190.1  5.9 
Operating income 455.9  14.3  533.9  16.5 
Interest expense 199.8  6.3  215.2  6.6 
Interest income (7.9) (0.2) (7.3) (0.2)
Other expense, net 9.4  0.3  4.0  0.1 
Income before income taxes 254.6  8.0  322.0  9.9 
Income tax expense 18.0  0.6  28.3  0.9 
Equity in net loss of affiliates 1.0  —  0.9  — 
Net income $ 235.6  7.4  $ 292.8  9.0 

Net sales For 2025, net sales were $3,196.6 million, decreased by $44.6 million, or 1%, from 2024. An analysis of the factors underlying the decrease in net sales is presented in the following table:

(In millions)
Net sales in 2024
$ 3,241.2 
Decrease associated with divestiture (33.9)
Decrease mainly associated with volume (14.2)
Increase associated with effect of foreign currency translation 3.5 
Net sales in 2025
$ 3,196.6 

As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of $33.9 million in sales associated with the divested PIM business and (ii) a reduction of $14.2 million of sales mainly due to decreased semiconductor market demand compared to the year ago period ended December 31, 2024. These sales were partially offset by an increase of $3.5 million of sales attributable to favorable foreign currency translation effects, primarily related to the strengthening of the Taiwanese dollar, Japanese yen and euro relative to the U.S. dollar compared to the year ago period ended December 31, 2024.
Sales percentage on a geographic basis for 2025 and 2024 and the percentage increase (decrease) in sales for 2025 compared to sales for 2024 were as follows:
Year ended
December 31, 2025 December 31, 2024 Percentage increase (decrease) in sales
North America 18  % 21  % (16) %
Taiwan 23  % 20  % 11  %
China 21  % 21  % (2) %
South Korea 13  % 13  % 2  %
Japan 10  % 10  % 3  %
Europe 7  % 8  % (13) %
Southeast Asia 8  % 7  % 10  %

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The decrease in sales to customers in North America primarily relates to the absence of sales from the divested PIM business and from decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in China primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The increase in sales to customers in South Korea primarily relates to increased demand for our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS products, partially offset by decreased demand for our APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our MS and APS products.
Gross margin
The following table sets forth gross margin as a percentage of net sales:

2025 2024 Percentage point change
Gross margin as a percentage of net sales: 44.4  % 45.9  % (1.5)

Gross margin decreased by 1.5% for 2025 compared to 2024. Gross margin decreased primarily due to plant performance and higher depreciation expense.
Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses consist primarily of payroll and related expenses for the sales and administrative staff, professional fees (including accounting, legal and technology costs and expenses), and sales and marketing costs. SG&A expenses for 2025 increased $4.0 million, or 1%, to $450.6 million from $446.6 million in 2024.
An analysis of the factors underlying the increase in SG&A expenses is presented in the following table:

(In millions)
Selling, general and administrative expenses in 2024
$ 446.6 
Restructuring costs, see Note 15 to the Company’s Consolidated Financial Statements 18.8 
Loss on sale of divested business in 2025 10.9 
Gain on sale of PIM business in 2024 4.3 
Impairment on long-lived assets in 2024, see Note 3 to the Company’s Consolidated Financial Statements (13.0)
Professional fees (9.7)
Employee costs (excluding restructuring costs of $3.1 included in the line above) (3.9)
Other decreases, net (3.4)
Selling, general and administrative expenses in 2025
$ 450.6 

Engineering, research and development expenses
Engineering, research and development (“ER&D”) expenses consist of expenses for the support of current product lines and the development of new products and manufacturing technologies. These expenses were $329.0 million in 2025 and $316.1 million in 2024.
An analysis of the factors underlying the increase in ER&D expenses is presented in the following table:

(In millionss)
Engineering, research and development expense in 2024
$ 316.1 
Depreciation expense 4.7 
Project related costs 4.0 
Restructuring costs, see Note 15 to the Company’s consolidated financial statements 3.1 
Other increases, net 1.1 
Engineering, research and development expense in 2025
$ 329.0 

The Company’s overall ER&D efforts will continue to focus on developing and improving its technology platforms to support the semiconductor ecosystem and identifying and developing products for new applications. The Company often works directly with its customers to address their needs.
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Amortization of intangible assets Amortization of intangible assets was $184.4 million in 2025 compared to $190.1 million for 2024. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized.
Interest expense Interest expense was $199.8 million in 2025 and $215.2 million in 2024. Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs associated with such borrowings. The decrease reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Interest income Interest income was $7.9 million in 2025 and $7.3 million in 2024. The increase primarily reflects higher average cash balances at our foreign subsidiaries.
Other expense, net Other expense, net, was $9.4 million in 2025 compared to $4.0 million in 2024.
In 2025, other expense, net consisted mainly of loss of extinguishment of debt of $3.2 million associated with the repayments on the Company’s senior secured term loan facility (see Note 9 to the Company’s consolidated financial statements) and foreign currency transaction losses of $7.1 million.
In 2024, other expense, net consisted mainly of loss of extinguishment and modification of debt of $14.3 million associated with the repayments and the Third Amendment on the Company’s senior secured term loan facility (see Note 9 to the Company’s consolidated financial statements) and foreign currency transaction losses of $7.7 million, partially offset by a gain of $20.0 million related to the settlement of patent infringement litigation.
Income tax expense The Company recorded income tax expense of $18.0 million in 2025 compared to income tax expense of $28.3 million in 2024. The Company’s effective tax rate was 7.1% in 2025 compared to an effective tax rate of 8.8% in 2024.
The decrease in the effective tax rate from 2024 to 2025 primarily relates to lower income and the release of unrecognized tax benefits resulting from the expiration of applicable statute of limitations. This benefit was partially offset by an increase in discrete tax expense recorded associated with share-based compensation and the enactment of the One Big Beautiful Bill Act.
Net income Net income was $235.6 million, or $1.55 per diluted share, in 2025 compared to net income of $292.8 million, or $1.93 per diluted share, in 2024. The decrease reflects the Company’s aforementioned operating results described in greater detail above.
Non-GAAP Financial Measures Information The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. See “Non-GAAP Information” included below in this section for additional detail, including the reconciliation of the Company’s non-GAAP measures to the most directly comparable GAAP measures.
The Company’s non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related percentage changes, and Non-GAAP Earnings Per Share, or EPS.

Year ended
(In millions) December 31, 2025 December 31, 2024 Percent change
Adjusted Operating Income $ 680.9  $ 743.0  (8.4) %
Adjusted Operating Margin - as a % of net sales 21.3 % 22.9 %

Adjusted EBITDA $ 886.2  $ 931.1  (4.8) %
Adjusted EBITDA - as a % of net sales 27.7  % 28.7 %

Non-GAAP EPS $ 2.75  $ 3.00  (8.3) %

The decreases in Adjusted Operating Income and Adjusted EBITDA in 2025 compared to 2024 are generally attributable to decreased gross profit and the absence of segment profit associated with the divested PIM business. The decrease in Non-GAAP EPS in 2025 compared to 2024 is primarily attributable to decreased gross profit and the absence of segment profit associated with the divested PIM business, partially offset by lower interest expense.

Segment Analysis
The Company reports its financial performance based on two reportable segments. See Note 20 to the consolidated financial statements for additional information on the Company’s two segments.
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The following table and discussion reflects the results of operations of the Company’s two reportable segments for the years ended December 31, 2025, 2024 and 2023.

(In millions) 2025 2024 2023
Materials Solutions
Net sales $ 1,406.7  $ 1,400.1  $ 1,689.5 
Segment profit 276.6  286.2  296.4 

Advanced Purity Solutions
Net sales $ 1,799.1  $ 1,850.2  $ 1,846.6 
Segment profit 426.4  496.1  531.4 

Unallocated general and administrative expenses $ 62.7  $ 58.3  $ 114.1 

Materials Solutions (MS)
For 2025, MS net sales increased to $1,406.7 million, up from $1,400.1 million in 2024. The sales increase was driven by increased sales from CMP consumables, selective etch and deposition materials, partially offset by the absence of $33.9 million in prior-year sales from the divested PIM business and decreased sales from advanced materials products.
MS reported a segment profit of $276.6 million for 2025, down 3% compared to $286.2 million in 2024. The decrease was primarily associated with (1) the net impact related to the divested PIM business of $14.5 million (2) loss on sale of small, industrial specialty chemicals business of $10.9 million and (3) lower plant performance, partially offset with (4) a decrease of a $13.0 million of impairment charges related to the long-lived assets of the aforementioned industrial specialty chemicals business in 2024 and (5) higher sales volume.
Advanced Purity Solutions (APS)
For 2025, APS net sales decreased to $1,799.1 million, down 3% $1,850.2 million in 2024. The sales decrease was mainly due to a decline in facilities-based capital expenditure investments in the semiconductor industry, which led to decreased demand for our fluid handling products and FOUPs, partially offset by an increase in sales from gas and liquid filtration products.
APS reported a segment profit of $426.4 million for 2025, down 14% compared to $496.1 million in 2024. The decrease in APS’s profit in 2025 was primarily due to lower sales, unfavorable plant performance, higher depreciation expense and higher restructuring costs of $21.9 million.
Unallocated general and administrative expenses
Unallocated general and administrative expenses for 2025 totaled $62.7 million compared to $58.3 million for 2024. The $4.4 million increase is primarily due to an increase in employee costs.

Liquidity and Capital Resources
We consider the following when assessing our liquidity and capital resources:

(In millions) December 31, 2025 December 31, 2024
Cash and cash equivalents $ 360.4  $ 329.2 
Working capital 1,149.6  1,091.1 
Total debt 3,697.6  3,981.1 

The Company has historically financed its operations and capital requirements through cash flow from its operating activities, long-term loans, lease financing and borrowings under domestic and international short-term lines of credit.
Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months and for the longer term.
We may seek to take advantage of opportunities to raise additional capital through additional debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. During 2025, we did not experience difficulty accessing capital and credit
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markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

In summary, our cash flows for each period were as follows:

(In millions) Year ended December 31, 2025 Year ended December 31, 2024
Net cash provided by operating activities $ 695.4  $ 631.7 
Net cash used in investing activities (300.8) (67.1)
Net cash used in financing activities (366.9) (688.9)
Increase (decrease) in cash and cash equivalents 31.2  (127.7)

Operating activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities.
Compared to 2024, the $63.7 million increase in cash provided by operating activities in 2025 was primarily driven by $101.6 million of changes in operating assets and liabilities, partially offset by a $37.9 million decrease of net income adjusted for non-cash reconciling items.
Changes in operating assets and liabilities were driven by changes in trade accounts and notes receivable, inventories and income taxes payable and refundable income taxes. The change for trade receivables was mainly due to timing of collections. The change for inventory was driven by decreased business activity. The change in income tax payable and refundable incomes taxes is primarily due to higher income tax payments.
Investing activities
I nvesting cash flows consist primarily of capital expenditures, cash used for acquisitions, proceeds and payments from sales of businesses and proceeds from sales of property and equipment.
Net cash used in investing activities was $300.8 million in 2025 compared to net cash provided by investing activities $67.1 million cash used in investing activities in 2024, primarily reflecting lower proceeds from divestitures of $257.5 million, partially offset by a $16.4 million decrease in capital expenditures and $8.2 million of proceeds from government incentives.
Financing activities
Financing cash flows consist primarily of payment of dividends to stockholders, issuance and repayment of short-term and long-term debt, and proceeds from the sale of shares of common stock through employee equity incentive plans.
In 2025, there was $366.9 million of cash used in financing activities compared to $688.9 million cash used in financing activities in 2024. The change in 2025 was primarily due to decreased net debt activity of $323.8 million compared to the prior year.
The Company’s total dividend payments were $60.8 million in 2025 compared to $60.6 million in 2024. The Company has paid a cash dividend in each quarter since the fourth quarter of 2017. On January 14, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on February 18, 2026 to shareholders of record as of January 28, 2026.
Other Liquidity and Capital Resources Considerations
Debt at par value outstanding

(In millions) December 31, 2025 December 31, 2024
Senior secured term loan due 2029 at 4.88% (1)
$ 450.0  $ 750.0 
Senior secured notes due 2029 at 4.75% 1,600.0  1,600.0 
Senior unsecured notes due 2030 at 5.95% 895.0  895.0 
Senior unsecured notes due 2029 at 3.625% 400.0  400.0 
Senior unsecured notes due 2028 at 4.375% 400.0  400.0 
Revolving facility due 2027 (2)
—  — 
Total debt (par value) $ 3,745.0  $ 4,045.0 

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(1) Our senior secured term loan due 2029 bears interest rate at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75%, or (ii) a base rate plus an applicable margin of 0.75%.
(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to SOFR, plus an applicable margin of 1.75%, or (ii) a base rate plus an appliable margin of 0.75%. The Revolving Facility has commitments of $575.0 million.
During the fiscal year 2025, the Company repaid $300.0 million net of borrowings under the senior secured term loan.
Through December 31, 2025, the Company was in compliance with all applicable financial covenants included in the terms of its debt arrangements.
During the twelve months ended December 31, 2025, the Company borrowed and repaid $567.0 million under this Revolving Facility and no balance was outstanding at December 31, 2025.
The Company also has a line of credit with one bank that provides for borrowings of Japanese yen for the Company’s Japanese subsidiary equivalent to an aggregate of approximately $6.4 million. There were no outstanding borrowings under this line of credit and no balance was outstanding at December 31, 2025.
Cash and cash requirements

(In millions) December 31, 2025 December 31, 2024
Cash and cash equivalents $ 360.4  $ 329.2 
  U.S. 52.4  49.0 
  Non-U.S. 308.0  280.2 

Our cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.
Cash requirements
We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements, but, in the event that additional liquidity is required, we may also borrow under our Revolving Facility.
The following table summarizes our short and long-term cash requirements as of December 31, 2025:

(In millions) Total Due within one year of December 31, 2025 Due later than one year from December 31, 2025
Long-term debt (principal) $ 3,745.0  $ —  $ 3,745.0 
Interest payments on long-term debt 655.3  184.5  470.8 
Capital purchase obligations 60.0  42.5  17.5 
Supply purchase obligations 150.5  88.1  62.4 
Operating and financing leases 151.3  21.6  129.7 
Income tax liabilities 123.2  82.4  40.8 
Total $ 4,885.3  $ 419.1  $ 4,466.2 

Long-term debt and interest payments on long-term debt . We have contractual obligations for principal and interest payments on our long-term debt. See Note 9 of the consolidated financials for additional information. Debt obligations are classified based on their stated maturity date, regardless of their classification on the Company’s consolidated balance sheets. Interest projections on both variable and fixed rate long-term debt are based on interest rates effective as of December 31, 2025 and do not include $47.4 million for unamortized discounts and debt issuance costs.
Capital purchase obligations . We have capital purchase obligations that represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, 2025, as the Company had not yet received the related goods or taken title to the property.
We expect capital expenditure spending to be approximately $250.0 million in 2026.
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Supply purchase obligations . We have non-cancelable commitments, including take-or-pay contracts, that are not presented as capital purchase commitments above. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, 2025, as the Company had not yet received the related goods or taken title to the property.
Operating and financing lease commitments . Commitments under operating and financing leases primarily relate to leasehold properties. See Note 13 of the consolidated financials for additional information.
Income tax liabilities . Of the tax liabilities included in the table above, $33.7 million relates to uncertain tax positions. We are unable to accurately predict when these amounts will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to an unforeseeable event (such as a tax audit settlement). See Note 16 of the consolidated financials for additional information.

New Accounting Pronouncements
Recently adopted accounting pronouncements Refer to Note 1 to the Company’s consolidated financial statements for a discussion of accounting pronouncements implemented in 2025.
Recently issued accounting pronouncements Refer to Note 1 of the Company’s consolidated financial statements for a discussion of accounting pronouncements recently issued but not yet adopted.

Non-GAAP Information The Company’s consolidated financial statements are prepared in conformity with GAAP.
The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. These non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP EPS, as well as certain other supplemental non-GAAP financial measures included in the discussion of the Company’s financial results.
The non-GAAP financial measures exclude certain specific items (“Special Items”), including certain items related to mergers and acquisitions; divestitures; restructuring and severance charges; impairments of assets; refinancing; certain income tax items and other discrete adjustments related to non-recurring, unusual or unanticipated charges, expenses or gains. We evaluate Special Items on an individual basis. Our evaluation of whether to exclude a Special Item for purposes of determining our non-GAAP financial measures considers both the quantitative and qualitative aspects of the Special Item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.
Adjusted EBITDA is defined by the Company as net income adjusted to exclude (1) equity in net loss of affiliates, (2) income tax expense, (3) interest expense, (4) interest income, (5) other expense, net, (6) depreciation, and (7) the impact of any Special Items. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes ratios of non-GAAP financial measures such as Adjusted EBITDA to Company net sales and Adjusted Operating Income to Company net sales (referred to as Adjusted EBITDA Margin and Adjusted Operating Margin, respectively).
Non-GAAP Net Income is defined by the Company as net income, adjusted to exclude the impact of any Special Items and the tax effect of the foregoing adjustments to net income, stated on a per share basis, divided by diluted weighted average shares outstanding. Non-GAAP EPS is defined as Non-GAAP Net Income divided by our diluted weighted-average shares outstanding.
The Company provides supplemental non-GAAP financial measures to help management and investors to better understand its business and believes these measures provide investors and analysts additional and meaningful information for the assessment of the Company’s ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of its business segments and to make operating decisions.
Management believes the Company’s non-GAAP measures help indicate the Company’s baseline performance before certain gains, losses or other charges that may not be indicative of the Company’s business or future outlook and offer a useful view of business performance in that the measures provide a more consistent means of comparing performance. The Company believes the non-GAAP measures aid investors’ overall understanding of the Company’s results by providing a higher degree of transparency for such items and providing a level of disclosure that will help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial reporting from period-to-period and facilitates investors’ understanding of the Company’s historical operating trends by providing an additional basis for comparisons to prior periods.
Management uses Adjusted EBITDA and Adjusted Operating Income to assist it in evaluations of the Company’s operating performance by excluding items that management does not consider as relevant in the results of its ongoing operations. Internally, these non-GAAP measures are used by management for planning and forecasting purposes, including the preparation
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of internal budgets; for allocating resources to enhance financial performance; for evaluating the effectiveness of operational strategies; and for evaluating the Company’s capacity to fund capital expenditures, secure financing and expand its business.
In addition, and as a consequence of the importance of these non-GAAP financial measures in managing its business, the Company’s Board of Directors uses non-GAAP financial measures in the evaluation process to determine management compensation.
The Company believes that certain analysts and investors use Adjusted EBITDA, Adjusted Operating Income and Non-GAAP EPS as supplemental measures to evaluate the overall operating performance of firms in the Company’s industry. Additionally, lenders or potential lenders use Adjusted EBITDA measures to evaluate the Company’s creditworthiness.
The presentation of non-GAAP financial measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure.
Management notes that the use of non-GAAP measures has limitations, including but not limited to:
First, non-GAAP financial measures are not standardized. Accordingly, the methodology used to produce the Company’s non-GAAP financial measures is not computed under GAAP and may differ notably from the methodology used by other companies. For example, the Company’s non-GAAP measure of Adjusted EBITDA may not be directly comparable to EBITDA or an Adjusted EBITDA measure reported by other companies.
Second, the Company’s non-GAAP financial measures exclude items such as amortization and depreciation that are recurring. Amortization of intangibles and depreciation have been, and will continue to be for the foreseeable future, significant recurring expenses with an impact upon the Company’s results of operations, notwithstanding the lack of immediate impact upon cash flows.
Third, there is no assurance that the Company will not have future charges for fair value write-up of acquired inventory, restructuring activities, deal and transaction costs, integration costs, asset or goodwill impairments, loss on extinguishment of debt or similar items and, therefore, may need to record additional charges (or credits) associated with such items, including the tax effects thereon. The exclusion of these items in the Company’s non-GAAP measures should not be construed as an implication that these costs are unusual, infrequent or non-recurring.
Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income, and Non-GAAP EPS, and reconciliations between these financial measures and their most directly comparable GAAP equivalents, are presented below in the accompanying tables.
The reconciliation of GAAP measures to Adjusted Operating Income and Adjusted EBITDA for the years ended December 31, 2025 and 2024 are presented below:
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(In millions) 2025 2024
Net sales $ 3,196.6  $ 3,241.2 
Net income $ 235.6  $ 292.8 
Net income - as a % of net sales 7.4 % 9.0 %
Adjustments to net income
Equity in net loss of affiliates 1.0  0.9 
Income tax expense 18.0  28.3 
Interest expense 199.8  215.2 
Interest income (7.9) (7.3)
Other expense, net 9.4  4.0 
GAAP – Operating income 455.9  533.9 
Operating margin - as a % of net sales 14.3 % 16.5 %

Integration costs:
            Professional fees 1
—  2.6 
            Severance costs 2
—  0.8 

Restructuring costs 3
29.7  3.9 
Acquired tax equalization asset reduction 4
—  3.0 
Loss (gain) on sale of businesses, net 5
10.9  (4.3)

Impairment of long-lived assets 6
—  13.0 
Amortization of intangible assets 7
184.4  190.1 
Adjusted Operating Income 680.9  743.0 
Adjusted Operating Margin 21.3 % 22.9 %
Depreciation 205.3  188.1 
Adjusted EBITDA $ 886.2  $ 931.1 
Adjusted EBITDA – as a % of net sales 27.7 % 28.7 %

1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of the CMC Materials acquisition.
3 Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit, contract termination costs and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions, contract termination costs and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.
4 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
5 Loss (gain) from the sale of the Company’s PIM and small, industrial specialty chemicals businesses.
6 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
7 Non-cash amortization expense associated with intangibles acquired in acquisitions.
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The reconciliation of GAAP measures to Non-GAAP EPS for the years ended December 31, 2025 and 2024 are presented below:
(In thousands, except per share data) 2025 2024
Net income $ 235.6  $ 292.8 
Adjustments to net income:

   Integration costs:
            Professional fees 1
—  2.6 
            Severance costs 2
—  0.8 
   Restructuring costs 3
29.7  3.9 
   Patent infringement settlement gain, net 4
—  (20.0)
   Acquired tax equalization asset reduction 5
—  3.0 
   Loss on extinguishment of debt and modification 6
3.2  14.3 
   Loss (gain) on sale of businesses, net 7
10.9  (4.3)
   Impairment on long-lived assets 8
—  13.0 
   Amortization of intangible assets 9
184.4  190.1 

   Tax effect of adjustments to net income and discrete tax items 10
(45.3) (40.2)
Non-GAAP net income $ 418.5  $ 456.0 
Diluted earnings per common share $ 1.55  $ 1.93 
Effect of adjustments to net income $ 1.20  $ 1.08 
Diluted non-GAAP earnings per common share $ 2.75  $ 3.00 

Diluted weighted average shares outstanding 152.2  151.8 

1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of the CMC Materials acquisition.
3 Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit, contract termination costs and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions, contract termination costs and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.
4 During the fourth quarter of 2024, the Company settled patent infringement litigation and received net proceeds of $20.0 million.
5 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
6 Loss on extinguishment of debt in 2024 and 2025 and modification of our Existing Credit Agreement in 2024.
7 Loss (gain) from the sale of the Company’s PIM and small, industrial specialty chemicals businesses.
8 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
9 Non-cash amortization expense associated with intangibles acquired in acquisitions.
10 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.

Item 7A. Quantitative and Qualitative Disclosure About Market Risks.
Entegris’ principal financial market risks are sensitive to interest rates and foreign currency exchange rates. The Company’s interest-bearing cash and cash equivalents and variable rate debt are subject to interest rate fluctuations. The Company’s cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less. A 100-basis point change in interest rates would potentially increase or decrease annual net income by approximately $0.7 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively.
The cash flows and results of operations of the Company’s foreign-based operations are subject to fluctuations in foreign currency exchange rates. Approximately 17.5% and 16.7% of the Company’s sales during 2025 and 2024, respectively, were collectively denominated in the South Korean won, New Taiwan dollar, Chinese renminbi, Canadian dollar, Malaysian ringgit, Singapore dollar, euro, Israeli shekel and the Japanese yen. Financial results therefore will be affected by changes in currency
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exchange rates. If all foreign currencies were to see a 10% reduction versus the U.S. dollar during the years ended December 31, 2025 and 2024, revenue would be negatively impacted by approximately $55.9 million and $53.2 million, respectively.
The Company occasionally uses derivative financial instruments to manage the foreign currency exchange rate risks associated with its foreign-based operations. However, we are unlikely to be able to hedge these exposures completely. We do not enter into forward contracts or other derivative instruments for speculative or trading purposes. See Note 11 of the consolidated financials for additional information.

Item 8. Financial Statements and Supplementary Data.
The information called for by this item is set forth in the Consolidated Financial Statements covered by the Report of Independent Registered Public Accounting Firm at the end of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.

Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
 
Based on management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.
 
Management assessed our internal control over financial reporting as of December 31, 2025. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on its assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. We reviewed the results of management’s assessment with the Audit and Finance Committee of our Board of Directors.
 
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report which is included in F-2 of this Annual Report.
 
Inherent Limitations on Effectiveness of Controls
 
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the
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benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Item 9B. Other Information .
On December 4, 2025 , Bertrand Loy , our Executive Chair , entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Loy’s plan provides for the sale of up to 100,000 shares of the Company’s common stock. The plan expires on November 6, 2026 , or upon the earlier completion of all authorized transactions under the plan.

During the quarter ended March 31, 2025, each of (i) Bertrand Loy, our former Chief Executive Officer and the current Executive Chair, (ii) Clint Haris, Senior Vice President and President, Advanced Purity Solutions, and (iii) Mr. James O’Neill, our former Chief Technology Officer, entered into a Rule 10b5-1 Plan. The details of these plans are set forth below.

On February 10, 2025, Mr. Loy entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Loy’s plan provides for the sale of up to 194,192 shares of the Company’s common stock. The plan expires on February 19, 2027, or upon the earlier completion of all authorized transactions under the plan.

On February 10, 2025, Mr. Haris entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Haris’ plan provides for the sale of up to 15,287 shares of the Company’s common stock. The plan expires on February 12, 2026, or upon the earlier completion of all authorized transactions under the plan.

On February 14, 2025, Mr. O’Neill entered into a new Rule 10b5-1 Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 6,250 shares of the Company’s common stock. The plan expires on February 13, 2026, or upon the earlier completion of all authorized transactions under the plan.

These plans were inadvertently omitted from the Company’s prior disclosures due to an administrative oversight. The Company has updated its disclosure controls and procedures to ensure timely reporting of such arrangements going forward.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.
Except as set forth below, the information required by this Item 10 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders, which is currently scheduled to be held on May 6, 2026, and to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year.
CODE OF BUSINESS ETHICS
In 2005, our board of directors adopted a code of business ethics, The Entegris, Inc. Code of Business Ethics, applicable to all of our executives, directors and employees, as well as a set of corporate governance guidelines, which have been updated from time to time. The Entegris, Inc. Code of Business Ethics, the Corporate Governance Guidelines and the charters for our Audit & Finance Committee, Environmental, Health, Safety & Sustainability Committee, Governance & Nominating Committee and our Management Development & Compensation Committee all appear on our website at http://www.Entegris.com under “Investor Relations - Corporate Governance”. The Entegris, Inc. Code of Business Ethics, Corporate Governance Guidelines and committee charters are also available, free of charge, in print to any shareholder that requests a copy. Copies may be obtained by contacting our Secretary through our corporate headquarters. The Company intends to comply with the requirements of Item 5.05 of Form 8-K with respect to any amendment to, or waiver of, the provisions of the Entegris, Inc. Code of Business Ethics applicable to the registrant’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller by posting notice of any such amendment or waiver at the same location on our website.

INSIDER TRADING POLICY

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees which we believe is reasonably designed to promote compliance with insider trading laws, rules and
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regulations, and any applicable listing standards. A copy of the policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following is a list of our Executive Officers, their ages and their offices, as of the date of this Annual Report on Form 10-K.
Name Age Office
David Reeder 51 President and Chief Executive Officer
Bertrand Loy 60 Executive Chair
Linda LaGorga 57 Senior Vice President and Chief Financial Officer

Sue Rice 67 Senior Vice President, Global Human Resources and Corporate Communications
Joe Colella 44 Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Olivier Blachier 52 Senior Vice President, Chief Strategy and Innovation Officer
Clint Haris 53 Senior Vice President and President, Advanced Purity Solutions
Daniel Woodland, Ph.D 55 Senior Vice President and President, Materials Solutions
Michael D. Sauer 60 Vice President, Controller & Chief Accounting Officer

David Reeder became President and Chief Executive Officer of Entegris in August 2025 and has served as a member of our Board of Directors since March 2024. From February 2024 until June 2025, Mr. Reeder served as Chief Financial Officer at Chewy, Inc., a supplier of pet products and services, where he oversaw the company’s financial functions. Prior to that, from August 2020 until February 2024, Mr. Reeder was Chief Financial Officer of GlobalFoundries Inc., a semiconductor manufacturing company, where he oversaw the company’s initial public offering in 2021. From 2017 until 2020, Mr. Reeder served as Chief Executive Officer of Tower Hill Insurance Group, an insurance company. Prior to that, from 2015 to 2017, he worked at Lexmark International Inc., a provider of printing and imaging products, software, solutions and services, including as their President and Chief Executive Officer and as their Chief Financial Officer. Mr. Reeder has also served as Chief Financial Officer of Electronics for Imaging, Inc., a digital printing technology company, and has held executive roles at global high technology companies including Cisco Systems (as CFO of the Enterprise Networking Division), Broadcom Corporation (as Vice President of Asia) and Texas Instruments Incorporated (in both financial and operational roles). Mr. Reeder served on the board of directors of Alphawave IP Group plc from September 2023 until December 2025 and was previously a member of the board of directors of Milacron Holdings Corp from 2017 until November 2019.
Bertrand Loy has been our Executive Chair since August 2025. Prior to that, Mr. Loy served as our Chief Executive Officer, President and a director since November 2012 and Chair of our Board of Directors since 2023. From July 2008 to November 2012, he served as our Executive Vice President and Chief Operating Officer. From August 2005 until July 2008, he served as our Executive Vice President in charge of our IT, global supply chain and manufacturing operations. He served as the Vice President and Chief Financial Officer of Mykrolis, a company spun out of Millipore Corporation, a life science products company, from January 2001 until August 2005. Prior to that, Mr. Loy served as the Chief Information Officer of Millipore Corporation during 1999 and 2000, and previously served in various strategic planning, global supply chain and financial roles with Millipore and Sandoz Pharmaceuticals (now Novartis), a pharmaceutical company. He served on the board of directors of Harvard Bioscience, Inc., a global manufacturer of a broad range of life sciences solutions, from November 2014 until June 2025, and is currently the lead independent director. Since July 2013, Mr. Loy has also been on the board of directors of SEMI, the global industry association representing the electronics manufacturing supply chain, serving as the chairman of the association until December 2022.
Linda LaGorga has been our Senior Vice President and Chief Financial Officer since May 2023. Ms. LaGorga joined the Company from Honeywell International Inc., where she most recently served from March 2022 until April 2023 as vice president and Chief Financial Officer of Honeywell’s UOP business unit, which provides process technology, catalysts, adsorbents, and equipment to the refining, gas processing, and petrochemical industries. Previously, from 2021 until 2022, she served as vice president and Chief Financial Officer of the Honeywell aerospace mechanical systems and components business unit. From 2018 to 2021, she led Honeywell’s corporate financial planning and analysis organization. Prior to joining Honeywell, from 2013 until 2018, Ms. LaGorga served as the global treasurer and led business development for Bausch Health Companies Inc. Earlier in her career, she held various positions of increasing responsibilities at Goldman Sachs, most recently serving as a managing director in the investment banking division.
Sue Rice has been our Senior Vice President of Global Human Resources and Corporate Communications since September 2017. Prior to that, Ms. Rice served as Senior Vice President and Chief Human Resources Officer for Thermo Fisher Scientific, a scientific equipment company, from 2013 to 2017, Region Vice President HR Asia Pacific & Emerging Markets from 2009 to
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2013 and Group Vice President, HR Analytical Technologies Group from 2006 to 2009. Prior to that, Ms. Rice held senior human resource positions with Fidelity Human Resources Services Company and Sherbrooke Associates.
Joe Colella has been our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary since April 2020. Previously, Mr. Colella served as our Vice President, Deputy General Counsel from December 2018 until April 2020, Assistant General Counsel from April 2018 until December 2018 and Senior Corporate Counsel from December 2013 until April 2018. Prior to joining Entegris, Mr. Colella served as an associate at an international law firm from 2007 until 2013.
Olivier Blachier has been our Senior Vice President, Chief Strategy and Innovation Officer since February 2024. From November 2021 until February 2024, he was our Senior Vice President, Business and New Markets Development. In his role, he has been responsible for the Company’s strategic planning, merger and acquisition activities and for the commercialization of emerging businesses. He also oversees Entegris’ advanced innovation and technology function, including Entegris Ventures, its digital innovation strategy and partnerships with leading semiconductor industry stakeholders. Before joining Entegris, Mr. Blachier held various senior leadership positions between 2007 and 2021 at Air Liquide Group, a global leader in gases, technologies and services for the industrial and healthcare sectors. Most recently, he served as President of Air Liquide Far Eastern from September 2018 until June 2021 and APAC Vice President, Hydrogen & Energy Transition, from June 2021 until October 2021. From 1997 to 2007, Mr. Blachier worked for Edwards, Ltd., a global vacuum and abatement process leader and subsidiary of BOC Group, where he held multiple roles in the U.S. and United Kingdom, including leading acquisitions and joint ventures.
Clint Haris has been our Senior Vice President and President, Advanced Purity Solutions since October 2024. Previously, he served as our Senior Vice President and President, Microcontamination Control from July 2022 until October 2024, our Senior Vice President and General Manager, Microcontamination Control from July 2016 until July 2022 and our Vice President, Liquid Microcontamination Control from August 2014 until July 2016. Prior to joining Entegris, Mr. Haris served in a variety of executive roles at Brooks Automation Inc., including Senior Vice President, Life Science Systems from 2010 until 2014 and Senior Vice President and General Manager, Systems Solutions from 2009 until 2010.
Daniel Woodland, Ph.D. joined Entegris in 2022 as part of the acquisition of CMC Materials. Dr. Woodland has served as our Senior Vice President and President, Materials Solutions since September 2023. From July 2022 until September 2023, Dr. Woodland served as Senior Vice President and President, Advanced Planarization Solution. Prior to joining Entegris, Dr. Woodland served several roles at CMC Materials (previously Cabot Microelectronics) since 2003, including as Vice President and President, Electronic Materials from September 2019 until July 2022, Vice President and Chief Marketing and Operations Officer from October 2017 until November 2018, and Vice President of Marketing from January 2015 until October 2017.
Michael D. Sauer has been our Vice President, Controller and Chief Accounting Officer since June 2012. Prior to that, he served as the Corporate Controller since 2008. From the time of the merger with Mykrolis in August 2005 until April 2008, Mr. Sauer served as Director of Treasury and Risk Management. Mr. Sauer joined Fluoroware, Inc., a predecessor to the Company, in 1988, holding a variety of finance and accounting positions, including serving as Director of Business Development from 2001 until the merger with Mykrolis.

Item 11. Executive Compensation.
The information required by this Item 11 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on May 6, 2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans:
As of December 31, 2025, our equity compensation plan information is as follows:
Equity Compensation Plan Information
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a)) (2) (3)

Plan category (a) (b) (c)
Equity compensation plans approved by security holders 3.2  $ 89.66  7.8 
Equity compensation plans not approved by security holders —  —  — 
Total 3.2  $ 89.66  7.8 
 
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(1) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which have no exercise price.
(2) These shares are available for future issuance under the 2020 Stock Plan in the form of stock options, restricted stock units, performance shares and other stock awards in accordance with the terms of the 2020 Stock Plan.
(3) Includes 2.3 shares remaining available for future issuance under the Company’s Employee Stock Purchase Plan as of December 31, 2025.
The other information required by this Item 12 has been omitted from this report and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on May 6, 2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 has been omitted from this report and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on May 6, 2026, and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year.

Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on May 6, 2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year.
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PART IV

Item 15 Exhibits and Financial Statement Schedules.
(a) The following Financial Statements are included herein:

1. Financial Statements:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements

       2. Financial Statement Schedule - All financial statement schedules have been omitted since the information is either not applicable or is included in the consolidated financial statements notes thereof.

3. Exhibits - The following exhibits are incorporated by reference into this Annual Report on Form 10-K:

Reg. S-K
Item 601(b)
Reference Document Incorporated Referenced Document on file with the Commission
2.1 Agreement and Plan of Merger, dated as of December 14, 2021, by and among Entegris, Inc., CMC Materials, Inc. and Yosemite Merger Sub, Inc.
Exhibit 2.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021
3.1 Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended
Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011
3.2 By-Laws of Entegris, Inc., as amended December 8, 2022
Exhibit 3.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2022
4.1 Form of certificate representing shares of Common Stock, $.01 par value per share
Exhibit 4.1 to Form S-4 Registration Statement of Entegris, Inc. and Eagle DE, Inc. (No. 333-124719)
4.2 Indenture, dated as of April 30, 2020, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2028 Notes
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2020
4.3 Indenture, dated as of April 30, 2021, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2029 Notes
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2021
4.4 Indenture, dated as of April 14, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee and notes collateral agent, including the form of note issuable thereunder
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2022
4.5 Indenture, dated as of June 30, 2022, by and among Entegris and Truist Bank, as trustee, including the form of note representing the Senior Unsecured Notes
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022
4.6 First Supplemental Indenture to the 2029 Secured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee and notes collateral agent
Exhibit 4.3 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022
4.7 First Supplemental Indenture to the 2030 Unsecured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee.
Exhibit 4.4 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

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4.8 Equal Priority Intercreditor Agreement, dated as of July 6, 2022, among Entegris, certain subsidiaries of Entegris, Morgan Stanley Senior Funding, Inc., as senior credit facilities collateral agent, and Truist Bank, as notes collateral agent.
Exhibit 4.5 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022
4.9 First Supplemental Indenture to the 2028 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.
Exhibit 4.7 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022
4.10 Supplemental Indenture to the 2029 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.
Exhibit 4.9 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022
4.11 Indenture, dated as of June 30, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee, including the form of note issuable thereunder.
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022
4.12 Amendment and Restatement Agreement, dated as of July 6, 2022, among Entegris, as borrower, certain subsidiaries of Entegris, as guarantors, the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.
Exhibit 4.10 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022
4.13 Amendment No. 1, dated as of March 10, 2023, among Entegris, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2023
4.14 Amendment No. 2, dated as of September 11, 2023, among Entegris, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2023
4.15 Amendment No. 3, dated as of March 28, 2024, among Entegris, as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2024
4.16 Description of Capital Stock
Exhibit 4.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020
10.1 CMC Materials, Inc. 2021 Omnibus Incentive Plan*
Exhibit 10.1 to Entegris Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 7, 2022
10.2 Amendment Number 1 to the CMC Materials, Inc. 2021 Omnibus Incentive Plan*
Exhibit 4.3 to Entegris, Inc. Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 7, 2022
10.3 Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan*
Exhibit 10.2 to Entegris Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 7, 2022
10.4 Entegris, Inc. – 2010 Stock Plan, as amended*
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 3, 2010
10.5 Entegris, Inc. 2020 Stock Plan*
Annex 1 to the Entegris, Inc. Schedule 14A proxy statement for its 2020 Annual Meeting of Stockholders (No. 001-32598), as filed with the Securities and Exchange Commission on March 18, 2020

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10.6 Entegris, Inc. 2024 Employee Stock Purchase Plan*
Appendix B to the Entegris, Inc. Schedule 14A proxy statement for its 2024 Annual Meeting of Stockholders (No. 001-32598), as filed with the Securities and Exchange Commission on March 18, 2024
10.7 Second Amended and Restated Entegris Incentive Plan*
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2017
10.8 Deferred Compensation Plan for Non-Employee Directors of Entegris, Inc.*
Exhibit 10.33 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024
10.9 Form of Indemnification Agreement between Entegris, Inc. and each of its executive officers and directors*
Exhibit 10.30 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
10.10 Form of Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers*
Exhibit 10.31 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
10.11 Form of Revised Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)*
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016
10.12 Entegris, Inc. 2019 Stock Option Award Agreement*
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020
10.13 Entegris, Inc. 2020 Stock Option Award Agreement (under 2010 Stock Plan)*
Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended March 28, 2020
10.14 Entegris, Inc. 2021 Stock Option Award Agreement*
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020
10.15 Entegris, Inc. 2022 RSU Award Agreement*
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021
10.16 Entegris, Inc. 2022 Stock Option Award Agreement*
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2021
10.17 Entegris, Inc. 2023 Performance-Based RSU Award Agreement *
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022
10.18 Entegris, Inc. 2023 RSU Award Agreement *
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022
10.19 Entegris, Inc. 2023 Stock Option Award Agreement *
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022
10.20 Form of Entegris, Inc. Performance Share Unit Award Agreement (2024+)*
Exhibit 10.34 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024
10.21 Form of Entegris, Inc. Global RSU Award Agreement (2024+)*
Exhibit 10.35 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024
10.22 Form of Entegris, Inc. Stock Option Award Agreement (2024+)*
Exhibit 10.36 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024
10.23 Entegris, Inc. 2025 Performance Share Unit Award Agreement*
Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025

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10.24 Entegris, Inc. 2025 Global RSU Award Agreement*
Exhibit 10.4 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025
10.25 Entegris, Inc. 2025 Stock Option Award Agreement*
Exhibit 10.5 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025
10.26 Entegris, Inc. 2025 Director’s RSU Award Agreement*
Exhibit 10.6 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025
10.27 Executive Employment Agreement, effective November 28, 2012, between Entegris, Inc. and Bertrand Loy*
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
10.28 Amendment No. 1, dated April 26, 2013, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*
Exhibit 99.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013
10.29 Amendment No. 2, dated February 5, 2020, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020
10.30 Employment Offer Letter, dated April 8, 2023, between Entegris, Inc. and Linda LaGorga*
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended April 1, 2023
10.31 Amended and Restated Supplemental Executive Retirement Plan for Key Salaried Employees of Entegris, Inc.*
Exhibit 10.38 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023
10.32 Offer Letter, dated May 11, 2025, by and between Entegris, Inc. and David Reeder*
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025
10.33 Executive Chair Agreement, dated July 30, 2025, by and between Entegris, Inc. and Bertrand Loy*
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025
10.34 Separation Agreement, dated January 19, 2026, by and between Entegris, Inc. and Linda LaGorga*
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2026
19.1 Insider Trading Policy of Entegris, Inc.
Exhibit 19.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024
97.1 Amended and Restated Entegris, Inc. Clawback Policy
Exhibit 97 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023

 * A “management contract or compensatory plan”
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The Company hereby files as exhibits to this Annual Report on Form 10-K the following documents:
Reg. S-K
Item 601(b)
Reference Exhibit No. Documents Filed Herewith
(21) 21.1 Subsidiaries of Entegris, Inc.

(23) 23.1 Consent of Independent Registered Public Accounting Firm

(31) 31.1 Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.

(31) 31.2 Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.

(32) 32.1 Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32) 32.2 Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101) 101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(101) 101.SCH
XBRL Taxonomy Extension Schema Document

(101) 101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document

(101) 101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

(101) 101.LAB
XBRL Taxonomy Extension Label Linkbase Document

(101) 101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

(104) 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*  A “management contract or compensatory plan”

Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC.

Date:Feb 10, 2026 By   /s/ DAVID REEDER
  David Reeder
  President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
S IGNATURE
T ITLE
D ATE

/s/ DAVID REEDER President, Chief Executive Officer and Director
(Principal Executive Officer) February 10, 2026
David Reeder

/s/ LINDA LAGORGA Senior Vice President, Chief Financial Officer (Principal Financial Officer) February 10, 2026
Linda LaGorga

/s/ M ICHAEL D. S AUER
Vice President, Controller & Chief Accounting Officer (Principal Accounting Officer) February 10, 2026
Michael D. Sauer

BERTRAND LOY Executive Chair February 10, 2026
Bertrand Loy

RODNEY CLARK* Director February 10, 2026
Rodney Clark

JAMES F. GENTILCORE *
Director February 10, 2026
James F. Gentilcore

YVETTE KANOUFF* Director February 10, 2026
Yvette Kanouff

JAMES P. LEDERER* Director February 10, 2026
James P. Lederer

MARY G. PUMA* Director February 10, 2026
Mary G. Puma

AZITA SALEKI-GERHARDT* Director February 10, 2026
Azita Saleki-Gerhardt

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ENTEGRIS, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F- 2

Consolidated Balance Sheets at December 31, 2025 and 2024
F- 4

Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
F- 5

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
F- 6

Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
F- 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
F- 8

Notes to Consolidated Financial Statements
F- 10

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Entegris, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Entegris, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of goodwill impairment for the MS reporting unit

As discussed in Note 8 to the consolidated financial statements, the goodwill balance as of December 31, 2025 was $3.9 billion, $3.6 billion of which related to the Materials Solutions (MS) reporting unit. The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. To estimate the fair value of the MS reporting unit, the Company utilized a combination of the income and market approaches. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost expense rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. The market approach is a valuation technique under which we estimate the fair value of a reporting unit using publicly available market multiples for comparable companies.

We identified the evaluation of goodwill impairment for the MS reporting unit as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, was required to evaluate management’s assumptions used in the estimate of the fair value of the MS reporting unit. Specifically, the assessment encompassed the evaluation of the (1) projected revenue and discount rate under the income approach, and (2) market multiples under the market approach. These assumptions could have a significant effect on the Company’s assessment and the determination of whether an impairment existed.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the estimated fair value of the MS reporting unit, including controls related to management’s process for assessing the appropriateness of certain assumptions including the projected revenue, discount rate and market multiples assumptions. We evaluated the Company’s projected revenue by comparing it to market data for long-term industry and economic growth expectations from analyst reports in the semiconductor industry. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the reasonableness of the (1) discount rate by comparing it to a range of independently developed discount rates, and (2) market multiples by comparing to a market multiple range developed using publicly available market data for comparable entities.

/s/ KPMG LLP

We or our predecessor firms have served as the Company’s auditor since 1966.

Minneapolis, Minnesota
February 10, 2026

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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(In millions, except per share data) December 31, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 360.4   $ 329.2  
Trade accounts and notes receivable, net 458.7   495.3  
Inventories, net 643.2   638.1  
Deferred tax charges and refundable income taxes 35.1   39.6  
Assets held-for-sale —   5.5  
Other current assets 140.8   108.6  
Total current assets 1,638.2   1,616.3  
Property, plant and equipment, net 1,636.1   1,622.9  
Other assets:
Right-of-use assets - Operating lease 90.2   62.5  
Right-of-use assets - Finance lease 18.5   20.9  
Goodwill 3,946.7   3,943.6  
Intangible assets, net 906.9   1,091.7  
Deferred tax assets and other noncurrent tax assets 91.6   12.5  
 Other noncurrent assets 22.3   24.2  
Total assets $ 8,350.5   $ 8,394.6  
LIABILITIES AND EQUITY
Current liabilities:

Accounts payable 171.5   193.3  
Accrued payroll and related benefits 96.5   114.7  
Accrued interest payable 24.3   24.3  
Liabilities held-for-sale —   1.2  
Other accrued liabilities 113.9   111.2  
Income taxes payable 82.4   80.5  
Total current liabilities 488.6   525.2  
Long-term debt 3,697.6   3,981.1  
Pension benefit obligations and other liabilities 71.5   54.5  
Deferred tax liabilities and other noncurrent tax liabilities 40.8   70.2  
Long term lease liability - Operating lease 81.6   53.7  
Long term lease liability - Finance lease 17.0   18.4  
Equity:
Preferred stock, par value $ .01 ; 5.0 shares authorized; none issued and outstanding as of December 31, 2025 and December 31, 2024
—   —  
Common stock, par value $ .01 ; 400.0 shares authorized; issued and outstanding shares as of December 31, 2025: 152.1 and 151.9 , respectively; issued and outstanding shares as of December 31, 2024: 151.3 and 151.1 , respectively
1.5   1.5  
Treasury stock, common, at cost: 0.2 shares held as of December 31, 2025 and December 31, 2024
( 7.1 ) ( 7.1 )
Additional paid-in capital 2,472.0   2,385.3  
Retained earnings 1,558.4   1,383.9  
Accumulated other comprehensive loss ( 71.4 ) ( 72.1 )
Total equity 3,953.4   3,691.5  
Total liabilities and equity $ 8,350.5   $ 8,394.6  

See the accompanying notes to consolidated financial statements.

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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Net sales $ 3,196.6   $ 3,241.2   $ 3,523.9  
Cost of sales 1,776.7   1,754.5   2,026.3  
Gross profit 1,419.9   1,486.7   1,497.6  
Selling, general and administrative expenses 450.6   446.6   576.2  
Engineering, research and development expenses 329.0   316.1   277.3  
Amortization of intangible assets 184.4   190.1   214.5  
Goodwill impairment —   —   115.2  
Gain on termination of alliance agreement —   —   ( 184.8 )
Operating income 455.9   533.9   499.2  
Interest expense 199.8   215.2   312.4  
Interest income ( 7.9 ) ( 7.3 ) ( 11.3 )
Other expense, net 9.4   4.0   25.4  
Income before income tax expense (benefit) 254.6   322.0   172.7  
Income tax expense (benefit) 18.0   28.3   ( 8.4 )
Equity in net loss of affiliates 1.0   0.9   0.4  
Net income $ 235.6   $ 292.8   $ 180.7  

Basic net income per common share $ 1.55   $ 1.94   $ 1.21  
Diluted net income per common share $ 1.55   $ 1.93   $ 1.20  

Weighted average shares outstanding
Basic 151.7   150.9   149.9  
Diluted 152.2   151.8   150.9  

See the accompanying notes to consolidated financial statements.
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Net income $ 235.6   $ 292.8   $ 180.7  
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments 6.4   ( 15.7 ) ( 12.8 )
Pension adjustments ( 0.2 ) ( 0.3 ) 0.4  
Interest rate swap - cash flow hedge, net of tax (benefit) expense of $( 1.6 ), $( 3.8 ) and $( 5.1 ) for December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
( 5.5 ) ( 13.1 ) ( 17.5 )
Other comprehensive income (loss), net of tax 0.7   ( 29.1 ) ( 29.9 )
Comprehensive income $ 236.3   $ 263.7   $ 150.8  

See the accompanying notes to consolidated financial statements.
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY

(In millions) Common
shares
issued Treasury shares Common
shares
outstanding Common
stock Treasury stock Additional
paid-in
capital Retained earnings Foreign currency translation adjustments Defined benefit pension adjustments Interest rate swap - cash flow hedge Total
Balance at December 31, 2022 149.3   ( 0.2 ) 149.1   $ 1.5   $ ( 7.1 ) $ 2,205.3   $ 1,031.4   $ ( 49.1 ) $ ( 0.1 ) $ 36.1   $ 3,218.0  
Shares issued under stock plans 1.2   —  1.2   —  —  38.7   —  —  —  —  38.7  
Share-based compensation expense —  —  —  —  —  61.4   —  —  —  —  61.4  
Dividends declared ($ 0.40 per share)
—  —  —  —  —  —  ( 60.3 ) —  —  —  ( 60.3 )
Interest rate swap - cash flow hedge —  —  —  —  —  —  —  —  —  ( 17.5 ) ( 17.5 )
Pension adjustment —  —  —  —  —  —  —  —  0.4   —  0.4  
Foreign currency translation —  —  —  —  —  —  —  ( 12.8 ) —  —  ( 12.8 )
Net income —  —  —  —  —  —  180.7   —  —  —  180.7  
Balance at December 31, 2023 150.5   ( 0.2 ) 150.3   1.5   ( 7.1 ) 2,305.4   1,151.8   ( 61.9 ) 0.3   18.6   3,408.6  
Shares issued under stock plans 0.8   —  0.8   —  —  14.0   —  —  —  —  14.0  
Share-based compensation expense —  —  —  —  —  65.9   —  —  —  —  65.9  
Dividends declared ($ 0.40 per share)
—  —  —  —  —  —  ( 60.7 ) —  —  —  ( 60.7 )
Interest rate swap - cash flow hedge —  —  —  —  —  —  —  —  —  ( 13.1 ) ( 13.1 )
Pension adjustment —  —  —  —  —  —  —  —  ( 0.3 ) —  ( 0.3 )
Foreign currency translation —  —  —  —  —  —  —  ( 15.7 ) —  —  ( 15.7 )
Net income —  —  —  —  —  —  292.8   —  —  —  292.8  
Balance at December 31, 2024 151.3   ( 0.2 ) 151.1   1.5   ( 7.1 ) 2,385.3   1,383.9   ( 77.6 ) —   5.5   3,691.5  
Shares issued under stock plans 0.8   —  0.8   —  —  17.4   —  —  —  —  17.4  
Share-based compensation expense —  —  —  —  —  69.3   —  —  —  —  69.3  
Dividends declared ($ 0.40 per share)
—  —  —  —  —  —  ( 61.1 ) —  —  —  ( 61.1 )
Interest rate swap - cash flow hedge —  —  —  —  —  —  —  —  —  ( 5.5 ) ( 5.5 )
Pension adjustment —  —  —  —  —  —  —  —  ( 0.2 ) —  ( 0.2 )
Foreign currency translation —  —  —  —  —  —  —  6.4   —  —  6.4  
Net income —  —  —  —  —  —  235.6   —  —  —  235.6  
Balance at December 31, 2025 152.1   ( 0.2 ) 151.9   $ 1.5   $ ( 7.1 ) $ 2,472.0   $ 1,558.4   $ ( 71.2 ) $ ( 0.2 ) $ —   $ 3,953.4  

See the accompanying notes to consolidated financial statements.
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Operating activities:
Net income $ 235.6   $ 292.8   $ 180.7  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 205.3   188.1   172.7  
Amortization 184.4   190.1   214.5  
Share-based compensation expense 69.3   65.9   61.4  

Provision for deferred income taxes ( 87.4 ) ( 78.9 ) ( 145.6 )
Impairment of goodwill —   —   115.2  
Loss on extinguishment of debt 3.2   13.4   27.9  
Loss (gain) from sale of businesses and held-for-sale assets, net 10.9   ( 4.3 ) 23.8  
Impairment on long-lived assets 11.7   13.0   30.5  
Gain on termination of alliance agreement —   —   ( 184.8 )
Charge for excess and obsolete inventory 38.6   39.9   38.2  
Amortization of debt issuance costs and original issuance discounts 13.9   15.0   21.2  
Other 17.2   5.6   23.3  
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable and notes receivable 40.3   ( 49.0 ) 0.6  
Inventories ( 43.1 ) ( 76.7 ) 102.8  
Accounts payable and other accrued liabilities 12.0   8.9   ( 14.6 )
Other current assets ( 10.3 ) ( 5.4 ) ( 11.9 )
Income taxes payable and refundable income taxes ( 7.6 ) 7.9   ( 10.2 )
Other 1.4   5.4   ( 1.2 )
Net cash provided by operating activities 695.4   631.7   644.5  
Investing activities:
Acquisition of property and equipment ( 299.2 ) ( 315.6 ) ( 456.8 )
Proceeds from government incentives 8.2 —   —  
(Payment) proceeds from sale of businesses, net ( 6.7 ) 250.8   815.0  
Proceeds from termination of alliance agreement —   —   191.2  
Other ( 3.1 ) ( 2.3 ) 3.7  
Net cash (used in) provided by investing activities ( 300.8 ) ( 67.1 ) 553.1  
Financing activities:
Proceeds from revolving credit facility and short-term debt 567.0   140.0   —  
Payments of revolving credit facility and short-term debt ( 567.0 ) ( 140.0 ) ( 135.0 )
Proceeds from long-term debt —   224.5   217.4  
Payments of long-term debt ( 300.0 ) ( 848.3 ) ( 1,338.7 )
Payments for debt issuance costs —   —   ( 3.5 )

Payments for dividends ( 60.8 ) ( 60.6 ) ( 60.2 )
Issuance of common stock from employee stock plans 6.7   14.0   35.9  
Taxes paid related to net share settlement of equity awards ( 10.8 ) ( 16.9 ) ( 12.1 )

Other ( 2.0 ) ( 1.6 ) ( 1.4 )
Net cash used in financing activities ( 366.9 ) ( 688.9 ) ( 1,297.6 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 3.5   ( 3.4 ) ( 6.5 )
Increase (decrease) in cash, cash equivalents and restricted cash 31.2   ( 127.7 ) ( 106.5 )
Cash, cash equivalents and restricted cash at beginning of year 329.2   456.9   563.4  
Cash, cash equivalents and restricted cash at end of year $ 360.4   $ 329.2   $ 456.9  

See the accompanying notes to consolidated financial statements
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Supplemental Cash Flow Information
(In millions) Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Non-cash transactions:
Share issuance in exchange for extinguishment of Employee Stock Purchase Plan liability 21.5   16.9   14.9  
Deferred acquisition and divestiture payments, net —   —   5.5  
Equipment purchases in accounts payable 24.1   57.6   20.6  

Dividends payable 1.0   0.8   0.7  
Schedule of interest and income taxes paid:
Interest paid, net of capitalized interest $ 185.4   $ 199.2   $ 287.8  
Income taxes paid, net of refunds received 113.0   103.8   138.9  

See the accompanying notes to consolidated financial statements
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ENTEGRIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations Entegris, Inc. (“Entegris”, the “Company”, “we”, or “our”) is a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries.
Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation.
Use of Estimates and Basis of Presentation The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, Entegris evaluates its estimates, including those related to receivables, inventories, property, plant and equipment, goodwill, intangible assets, accrued liabilities, income taxes and share-based compensation, among others. Actual results could differ from those estimates. Reclassifications of certain prior year amounts have been made to conform to the current year presentation.
Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value.
Allowance for Credit Losses An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for credit losses that management believes is adequate to cover expected losses on trade receivables.
Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (FIFO) method. The Company records a charge to cost of sales for excess and obsolete inventory to reduce the carrying value of inventories to net realizable value.
Leases The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets include operating and financing leases. Short-term operating lease liabilities are classified in “Other accrued liabilities” and long-term operating lease liabilities are classified in “Long-term lease liability - Operating lease” in the consolidated balance sheet. Short-term finance leases are classified in “Other accrued liabilities” and long-term finance lease liabilities are classified in “Long-term lease liability - Finance lease” in our consolidated balance sheet.
Lease assets and liabilities greater than 12 months are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets include prepaid lease payments and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an original term of 12 months or less are not recorded in the accompanying consolidated balance sheet.
Lease and non-lease components are generally accounted for separately for real estate leases. For non-real estate leases, we account for the lease and non-lease components as a single lease component.
Property, Plant and Equipment Property, plant and equipment are carried at cost and are depreciated using the straight-line method over their estimated useful lives. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the period incurred. Maintenance and repairs are expensed as incurred, while significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s).
In January 2026, we completed an assessment of the useful lives of our property, plant and equipment and adjusted the estimated useful lives of certain property, plant and equipment to more closely reflect the expected economic lives of these assets. These adjustments followed an analysis of our actual usage of assets, including the technological and physical obsolescence of these assets, our ability to continue to use equipment, historical usage trends, and anticipated capital plans and technology roadmaps, as well as industry trends and practices. Based on this analysis, we determined that the increase in useful lives was warranted and consistent with the Company’s historical and anticipated use of these assets. The updated estimated useful lives of certain assets for financial reporting purposes are as follows: buildings and improvements, 5 to 35 years increased to 5 to 40 years; manufacturing equipment, 5 to 10 years increased 5 to 14 years; canister and cylinder, 3 to 12 years increased to 3 to 19 years; molds, 3 to 5 years increased to 3 to 9 years and lab equipment, 3 to 8 years increased to 3 to 9 years.
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Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy for disclosure is based on the extent and level of judgment used to estimate fair value. Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities. Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs. Level 3 inputs consist of valuations based on unobservable inputs that are supported by little or no market activity.
Goodwill and Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not subject to amortization, but is tested for impairment annually at August 31, the Company’s annual testing date, and whenever events or changes in circumstances indicate that impairment may have occurred.
In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the carrying amount of the Company’s reporting unit exceeds its fair value including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and to the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the carrying value of the reporting unit exceeds its fair value. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative assessment. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment assessment. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.
The quantitative impairment test requires us to estimate the fair value of a reporting unit, which is based on a combination of the income and market approaches. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost expense rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. The market approach is a valuation technique under which we estimate the fair value of a reporting unit using publicly available market multiples for comparable companies.
Amortizable intangible assets include, among other items, patented, unpatented and other developed technology and customer-based intangibles, and are amortized using the straight-line method over their respective estimated useful lives. The Company reviews intangible assets and other long-lived assets for impairment if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable.
Derivative Financial Instruments The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. We enter into certain derivative transactions to mitigate the volatility associated with these exposures. We have policies in place that define acceptable instrument types we may enter into and we have established controls to limit our market risk exposure. We do not use derivative financial instruments for trading or speculative purposes. In addition, all derivatives, whether designated in hedging relationships or not, are recorded on the consolidated balance sheets at fair value on a gross basis.
Interest Rate Swap
The fair value of the interest rate swap is estimated using standard valuation models using market-based observable inputs over the contractual term, including one-month Secured Overnight Financing Rate (“SOFR”) based yield curves, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value. We have designated this swap agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swap and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive loss, while the ineffective portion is recorded as a component of Interest expense. Changes in the method by which we pay interest from one-month SOFR to another rate of interest could create ineffectiveness in the swap, and result in amounts being reclassified from other comprehensive income
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(loss) into net income. Hedge effectiveness is tested quarterly to determine if hedge treatment is appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense.
Foreign Currency Contracts Not Designated as Hedges
On a periodic basis, we enter into forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as Other expense (income), net in the accompanying consolidated statements of operations in the period in which the exchange rates change.
Foreign Currency Translation Assets and liabilities of certain foreign subsidiaries are translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss in the consolidated balance sheets. Income statement amounts are translated at the average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in Other expense (income), net, in the Company’s consolidated statements of operations.
Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales.
The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.
When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from advance payments received on sales of the Company’s products. The Company makes the required disclosures with respect to deferred revenue in Note 2 to the consolidated financial statements.
The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The following is a description of principal activities from which the Company generates its revenues. The Company has two reportable segments. For more detailed information about reportable segments, see Note 20 to the consolidated financial statements. For each of the two reportable segments, the recognition of revenue regarding the nature of goods and services provided by the segments are similar and described below. The Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment or delivery, depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. All material revenue is being recognized at a point in time.
The Company generally recognizes revenue for sales of services when the Company has satisfied the performance obligation. The payment terms and revenue recognized are based on time and materials.
The Company also enters into arrangements to license its intellectual property. These arrangements typically permit the customer to use a specialized manufacturing process and in return the Company receives a royalty fee. The Company recognizes revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property when the subsequent sale or usage occurs.
The Company offers certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. The Company periodically reviews the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly.
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In addition, the Company offers free product rebates to certain customers. The Company utilizes an adjusted market approach to estimate the stand-alone selling price of the loyalty program and allocates a portion of the consideration received to the free product offering. The free product offering is redeemable upon future purchases of the Company’s products. The amount associated with free product rebates is recorded as deferred revenue on the balance sheet and is recognized as revenue when the free product is redeemed or when the likelihood of redemption is remote. The Company has deemed that the amount is immaterial for disclosure.
The Company provides for the estimated costs of fulfilling its obligations under product warranties at the time the related revenue is recognized. The Company estimates the costs based on historical failure rates, projected repair costs, and knowledge of specific product failures (if any). The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to one year. The Company regularly reevaluates its estimates to assess the adequacy of the recorded warranty liabilities and adjusts the amounts as necessary.
The Company’s contracts are generally short-term in nature. Most contracts do not exceed twelve months. Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Those customers that prepay are represented by the contract liabilities until the performance obligations are satisfied.
Engineering, Research and Development Expenses Engineering, research and development expenses are expensed as incurred.
Share-Based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. Share-based compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis.
Government Grants The Company entered into certain incentive arrangements with the state of Colorado and U.S. Department of Commerce. We account for funds we receive from government grants by either reducing the costs of the assets (if the grant relates to capital expenditures) or expenses which could be Cost of goods sold, Selling, general and administrative, and Research and development expenses in the consolidated statements of income. We recognize the incentives when there is reasonable assurance that we will comply with all conditions specified in the incentive arrangement and the incentive will be received.
Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations.
Comprehensive Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, interest rate swap - cash flow hedge and minimum pension adjustments are included in accumulated other comprehensive loss. Comprehensive income and the components of accumulated other comprehensive loss are presented in the accompanying consolidated statements of comprehensive income and consolidated statements of equity.
Recent Accounting Pronouncements Adopted
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During the year ended December 31, 2025, the Company adopted Accounting Standards Update (ASU) 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The Company applied the guidance prospectively by providing the revised disclosures for the year ended December 31, 2025 and by providing the pre-ASU disclosures for the prior periods. These changes did not impact the Company’s consolidated financial results but provide additional information for users of the financial statements. See Note 16 to the consolidated financial statements for further details.
Recent Accounting Pronouncements Yet to be Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU are effective for our annual reporting periods beginning in fiscal year 2027 and interim reporting periods beginning in the first quarter of fiscal year 2028, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.
The Company currently has no other material recent accounting pronouncements yet to be adopted.

2. REVENUES
The following table provides information about disaggregated net sales by customer category for the years ended December 31, 2025, 2024 and 2023:

(In millions) 2025 2024 2023
Semiconductor:
Fabs $ 1,973.0   $ 1,965.6   $ 1,920.0  
Equipment and Engineering 469.4   493.5   566.8  
Chemical and Materials 320.1   327.5   355.2  
Semi Distributor/Other 272.5   262.6   326.9  
Non-Semi 161.6   192.0   355.0  
Total net sales $ 3,196.6   $ 3,241.2   $ 3,523.9  

The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the consolidated balance sheet.

(In millions) 2025 2024
Balance at beginning of year $ 41.7   $ 69.1  

Revenue recognized that was included in the contract liability balance at the beginning of the period ( 36.6 ) ( 65.1 )
Increases due to cash received, excluding amounts recognized as revenue during the period 44.8   37.7  
Balance at end of year $ 49.9   $ 41.7  

3. GOODWILL AND LONG-LIVED ASSET IMPAIRMENT
During 2023, the Company was exploring market interest in sales of two of our businesses, Electronic Chemicals (“EC”) and a small, industrial specialty chemicals business, both within our Materials Solutions (“MS”) segment. As a result, the Company had triggering events and evaluated goodwill and long-lived assets for impairment.

Goodwill
In 2023, the Company compared the reporting units’ fair value to the carrying amounts, including goodwill. As the reporting units’ carrying amount, including goodwill exceeded fair value, the Company recorded goodwill impairment charges of $ 115.2  million in 2023. The impairment is classified as goodwill impairment in the Company’s consolidated statement of operations. The goodwill impairment is not deductible for tax purposes. The fair value of the reporting unit was determined using a market and income-based approach. We consider this a Level 3 measurement in the fair value hierarchy. There was no goodwill impairment charge recorded during 2024 or 2025.
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Long-lived assets, including finite-lived intangible assets
The Company compared the estimated undiscounted future cash flows generated by the asset groups to the carrying amount of the asset groups for the reporting units and determined that the undiscounted cash flows were expected to exceed the carrying value on a held and used basis for the EC business but did not for the small, industrial specialty chemical business. As a result, the Company recorded an impairment of $ 30.5  million in 2023 and $ 13.0  million in 2024 related to the industrial specialty chemical business. The impairment is classified as selling, general and administrative expenses in the Company’s consolidated statements of operations. The fair value of the reporting unit was determined using a market-based approach. We consider this a Level 3 measurement in the fair value hierarchy. The small, industrial specialty chemical business was sold during the fourth fiscal quarter of 2025; see Note 4 for further discussion.

During 2025, the Company recorded an impairment charges of $ 11.7 million related to long-lived assets as a result of restructuring initiatives that took place during the year. See Note 15 for further discussion.

4. DIVESTITURE

Divestiture - Other

During the fourth quarter of 2025, the Company completed the sale of its small, industrial specialty chemicals business that reports within the MS segment and was presented as Held for Sale as of December 31, 2024 and 2023. We incurred $ 6.7 million of costs associated with the disposition of the business. As a result of the disposition, we recorded a loss of $ 10.9 million, which included direct costs to sell the business. We presented the net loss in Selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2025.

The disposition of the business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.

5. TRADE ACCOUNTS AND NOTES RECEIVABLE
Trade accounts and notes receivable from customers at December 31, 2025 and 2024 consist of the following:

(In millions) 2025 2024
Trade accounts receivable $ 462.5   $ 497.3  
Notes receivable 1.0   1.1  
Total trade accounts and notes receivable 463.5   498.4  
Less allowance for credit losses 4.8   3.1  
Trade accounts and notes receivable, net $ 458.7   $ 495.3  

6. INVENTORIES
Inventories at December 31, 2025 and 2024 consist of the following:

(In millions) 2025 2024
Raw materials $ 240.0   $ 231.0  
Work-in-process 55.4   59.6  
Finished goods (1)
347.8   347.5  
Inventories, net $ 643.2   $ 638.1  

(1) Includes consignment inventories held by customers of $ 25.1 million and $ 24.0 million at December 31, 2025 and 2024, respectively.

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7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 2025 and 2024 consists of the following:
(In millions) 2025 2024 Estimated
useful lives in
years
Land $ 79.9   $ 47.2  
Buildings and improvements 1,041.0   849.8   5 - 35

Manufacturing equipment 877.5   799.6   5 - 10

Canisters and cylinders 218.5   204.0   3 - 12

Molds 90.4   85.4   3 - 5

Office furniture and lab equipment 372.1   338.2   3 - 8

Construction in progress 175.9   356.1  
Total property, plant and equipment 2,855.3   2,680.3  
Less accumulated depreciation 1,219.2   1,057.4  
Property, plant and equipment, net $ 1,636.1   $ 1,622.9  

The table below sets forth the depreciation expense for the years ended December 31, 2025, 2024 and 2023:

(In millions) 2025 2024 2023
Depreciation expense $ 205.3   $ 188.1   $ 172.7  

8. GOODWILL AND INTANGIBLE ASSETS
Goodwill activity for each of the Company’s reportable segments, Materials Solutions (“MS”) and Advanced Purity Solutions (“APS”), for the years ended December 31, 2025 and 2024 is shown below:

(In millions) MS APS Total
December 31, 2023 $ 3,631.4   $ 314.5   $ 3,945.9  
Foreign currency translation ( 0.1 ) ( 2.2 ) ( 2.3 )
December 31, 2024 $ 3,631.3   $ 312.3   $ 3,943.6  
Foreign currency translation —   3.1   3.1  
December 31, 2025 $ 3,631.3   $ 315.4   $ 3,946.7  

Identifiable intangible assets at December 31, 2025 and 2024 consist of the following:

2025
(In millions) Gross carrying
amount Accumulated
amortization Net carrying
value Weighted
average life in
years
Developed technology $ 1,264.5   $ 747.3   $ 517.2   7.2
Trademarks and trade names 172.1   59.7   112.4   14.0
Customer relationships 630.8   354.5   276.3   14.0

Other 25.5   24.5   1.0   5.1
$ 2,092.9   $ 1,186.0   $ 906.9   9.8

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2024
(In millions) Gross carrying
amount Accumulated
amortization Net carrying
value Weighted
average life in
years
Developed technology $ 1,256.7   $ 601.7   $ 655.0   7.2
Trademarks and trade names 172.0   48.8   123.2   14.0
Customer relationships 630.5   326.5   304.0   14.0
In-process research and development (1)
6.6   —   6.6  
Other 25.5   22.6   2.9   5.1
$ 2,091.3   $ 999.6   $ 1,091.7   9.7

(1) Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts. Once the research and development efforts are completed, we determine the useful life and begin amortizing the assets. All in-process research and development assets that were open as of December 31, 2024 were completed and reclassified to developed technology and began amortizing in 2025.
The table below sets forth the amortization expense for finite-lived intangible assets for the years ended December 31, 2025, 2024, and 2023:

(In millions) 2025 2024 2023
Amortization expense $ 184.4   $ 190.1   $ 214.5  

The amortization expense for each of the five succeeding years and thereafter relating to finite-lived intangible assets currently recorded in the Company’s consolidated balance sheets is estimated to be the following at December 31, 2025:

(In millions) 2026 2027 2028 2029 2030 Thereafter Total
Future amortization expense $ 183.6   179.9   177.4   111.7   39.4   214.9   $ 906.9  

9. DEBT
The Company’s debt at December 31, 2025 and 2024 consists of the following:

(In millions) 2025 2024
Senior secured term loan due 2029 at 4.88 % (1)
$ 450.0   $ 750.0  
Senior secured notes due 2029 at 4.75 %
1,600.0   1,600.0  
Senior unsecured notes due 2030 at 5.95 %
895.0   895.0  
Senior unsecured notes due 2029 at 3.625 %
400.0   400.0  
Senior unsecured notes due 2028 at 4.375 %
400.0   400.0  

Revolving facility due 2027 (2)
—   —  
Total debt (par value) $ 3,745.0   $ 4,045.0  
Unamortized discount and debt issuance costs ( 47.4 ) ( 63.9 )
Total long-term debt, net $ 3,697.6   $ 3,981.1  

Annual maturities of long-term debt, excluding unamortized discount and issuance costs, due as of December 31, 2025 are as follows:

(In thousands) 2026 2027 2028 2029 2030 Thereafter Total
Long-term debt obligation maturities* —   —   400.0   2,450   895   —   $ 3,745.0  

* Senior secured term loans B subject to Excess Cash Flow payments to the lenders.
(1) Our senior secured term loan due 2029 bears interest rate at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75 %, or (ii) a base rate plus an applicable margin of 0.75 %.
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(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75 %, or (ii) a base rate plus an appliable margin of 0.75 %. The Revolving Facility has commitments of $ 575.0  million. There were no borrowing outstanding under the Revolving Facility as of December 31, 2025 and December 31, 2024.
During the year ended December 31, 2025, the Company has repaid $ 300.0  million of the outstanding borrowings under the senior secured term loan. In connection with these repayments, the Company incurred a pre-tax loss on extinguishment of debt of $ 3.2  million for the year ended December 31, 2025, which is included in Other expense, net on the consolidated statements of operations.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company is required to record certain assets and liabilities at fair value. The valuation methods used for determining the fair value of these financial instruments by hierarchy are as follows:
Level 1 Cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets.
Level 2 Derivative financial instruments include an interest rate swap contract and foreign exchange contracts. The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including the prevailing SOFR-based yield curves for the interest rate swap, and forward rates and/or the Overnight Index Swap curve for forward foreign exchange contracts, among others. The fair value of our debt is estimated based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings.
Level 3 No Level 3 financial instruments
The following table presents financial instruments that we measure at fair value on a recurring basis. See Note 9 to our consolidated financial statements for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value.

Fair Value Measurements at Reporting Date Using
(In thousands) Level 1 Level 2 Level 3 Total
Assets: 2025 2024 2025 2024 2025 2024 2025 2024
Cash and cash equivalents $ 360.4   $ 329.2   $ —   $ —   $ —   $ —   $ 360.4   $ 329.2  
Derivative financial instruments - interest rate swap - cash flow hedge —   —   —   7.1   —   —   —   7.1  

Total Assets $ 360.4   $ 329.2   $ —   $ 7.1   $ —   $ —   $ 360.4   $ 336.3  

Other Fair Value Disclosures
The fair value of our debt is considered Level 2. The estimated fair value and carrying value of our debt as of December 31, 2025 and 2024 were as follows:

December 31, 2025 December 31, 2024
(In thousands) Carrying Value Fair Value Carrying Value Fair Value
Total debt, net $ 3,697.6   $ 3,738.0   $ 3,981.1   $ 3,909.3  

11. DERIVATIVE INSTRUMENTS
The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. One objective of the Company's risk management program is to mitigate these risks using derivative instruments.
Cash Flow Hedges - Interest Rate Swap Contract
In July 2022, the Company entered into a floating-to-fixed swap agreement on its variable rate debt under the Term Loan Facility. The interest rate swap was designated specifically to the Term Loan Facility, was highly effective and qualified as a cash flow hedge. The notional amount was scheduled to decrease quarterly and expired on December 30, 2025. As cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses
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are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of Accumulated other comprehensive loss and will be reflected in earnings during the period the hedged transaction effects earnings, while the ineffective portion is recorded as a component of Interest expense.
Foreign Currency Contracts Not Designated as Hedges
The Company may enter into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the consolidated statement of operations.
The notional amounts of our derivative instruments are as follows:

(In thousands)
Derivatives designated as hedging instruments: December 31, 2025 December 31, 2024
Interest rate swap contract - cash flow hedge $ —   $ 750.0  

The fair values of our derivative instruments included in the consolidated balance sheets are as follows:

(In thousands)
Consolidated Balance Sheet Location Derivative Assets
Derivatives designated as hedging instruments: Interest rate swap contract - cash flow hedge December 31, 2025 December 31, 2024
Other current assets $ —   $ 7.1  

The following table summarizes the effects of our derivative instruments on our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023:

(In thousands) Consolidated Statements of Operations Location
Gain recognized in Consolidated Statements of Income
Derivatives designated as hedging instruments: 2025 2024 2023
Interest rate swap contract - cash flow hedge Interest expense $ ( 7.9 ) $ ( 27.0 ) $ ( 37.2 )

Derivatives not designated as hedging instruments: 2025 2024 2023
Foreign exchange contracts Other expense, net $ —   $ —   $ ( 0.4 )

The following table summarizes the effects of our derivative instruments on Accumulated other comprehensive loss for the years ended December 31, 2025, 2024 and 2023:

Loss recognized in Accumulated other comprehensive loss
(In thousands) 2025 2024 2023
Derivatives designated as hedging instruments:
Interest rate swap contract - cash flow hedge $ ( 5.5 ) $ ( 13.1 ) $ ( 17.4 )

12. OTHER EXPENSE, NET
The table below sets forth the Other expense, net for the years ended December 31, 2025, 2024 and 2023:
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(In thousands) 2025 2024 2023
Infineum termination fee, net $ —   $ —   $ ( 10.9 )
Patent infringement settlement gain, net —   ( 20.0 ) —  
Loss on foreign currency remeasurement 7.1   7.7   5.7  
Loss on extinguishment of debt and modification 3.2   14.3   29.9  
Other, net ( 0.9 ) 2.0   0.7  
Other expense, net $ 9.4   $ 4.0   $ 25.4  

Patent infringement settlement gain, net
During the fourth quarter of 2024, the Company settled patent infringement litigation and received net proceeds of $ 20.0 million.

Infineum termination fee, net
On October 11, 2022, the Company and Infineum entered into a definitive agreement for the sale of the Company’s PIM business. On February 10, 2023, the Company terminated the definitive agreement. In accordance with the terms of the definitive agreement, the Company received a $ 12.0  million termination fee from Infineum in the first quarter of 2023 and incurred a transaction fee of $ 1.1  million to the third-party financial adviser it had engaged to assist with the transaction.

13. LEASES
As of December 31, 2025, the Company was obligated under operating and finance lease agreements for certain office space and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Our leases have remaining lease terms of 1 year to 29 years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the leases within 1 year.
As of December 31, 2025 and 2024, the Company’s operating and financing lease components with initial or remaining terms in excess of one year were classified on the consolidated balance sheets as follows, together with certain supplemental balance sheet information:

( In thousands )
Classification 2025 2024
Assets
Right-of-use assets:
    Operating lease Right-of-use assets 90.2   62.5  
    Finance lease Right-of-use assets 18.5   20.9  
    Total right-of-use assets $ 108.7   $ 83.4  
Liabilities
Short-term lease liability:
   Operating lease Other accrued liabilities 13.8   13.8  
   Finance lease Other accrued liabilities 2.0   1.9  
Total short-term lease liability $ 15.8   $ 15.7  
Long-term lease liability:
    Operating leases Long-term lease liability 81.6   53.7  
    Finance leases Long-term lease liability 17.0   18.4  
Total long-term lease liability $ 98.6   $ 72.1  
Total lease liabilities $ 114.4   $ 87.8  
Lease Term and Discount Rate
Weighted average remaining lease term (years) - Operating leases 9.9 7.8
Weighted average remaining lease term (years) - Finance leases 12.9 13.4
Weighted average discount rate - Operating leases 5.2   % 4.5   %
Weighted average discount rate - Finance leases 5.2   % 5.1   %

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Expense for leases less than 12 months for the year ended December 31, 2025, 2024 and 2023 were not material. The components of lease expense for the year ended December 31, 2025, 2024 and 2023 are as follows:

( In thousands )
2025 2024 2023
Operating lease cost $ 18.5   $ 17.9   $ 18.1  
Finance lease cost:
    Amortization of ROU assets 2.7   2.2   1.8  
    Interest on lease liabilities 1.0   1.1   0.8  

The Company combines the amortization of the right-of-use assets and the change in the operating lease liability in the same line item in the Statement of Cash Flows. Other information related to the Company’s operating leases for the year ended December 31, 2025, 2024 and 2023 are as follows:

( In thousands )
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash flows - Operating leases $ 18.4   $ 18.9   $ 18.5  
    Cash flows - Finance leases 2.4   2.7   2.2  
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 46.0   $ 22.3   $ 6.2  
Finance leases 1.8   1.5   8.8  

Future minimum lease payments for noncancellable leases as of December 31, 2025, were as follows:

(In thousands) Operating leases Finance leases
One year $ 18.9   $ 2.7  
Two years 17.5   2.7  
Three years 13.2   2.7  
Four years 9.5   2.0  
Five years 7.4   1.9  
Beyond five years 58.8   14.0  
Total minimum lease payments $ 125.3   $ 26.0  
Less: Interest ( 29.9 ) 7.0  
Present value of lease liabilities $ 95.4   $ 19.0  

14. ASSET RETIREMENT OBLIGATIONS
The Company has asset retirement obligations (“AROs”) related to environmental disposal obligations associated with certain restoration obligations associated with certain of its leased facilities, and cylinders used to supply customers with gas products.
Changes in the carrying amounts of the Company’s AROs for the years ended December 31, 2025 and 2024 are shown below:

(In millions) 2025 2024
Balance at beginning of year $ 22.4   $ 21.7  

Liabilities settled ( 0.3 ) ( 0.6 )
Liabilities incurred 3.0   2.3  
Accretion expense —   0.2  

Revision of estimate 7.4   ( 1.2 )
Balance at end of year $ 32.5   $ 22.4  

ARO liabilities expected to be settled within twelve months are included in the consolidated balance sheets in Other accrued liabilities, while all other ARO liabilities are included in Pension benefit obligations and other liabilities in the consolidated balance sheets.
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15. RESTRUCTURING COSTS

During 2025, the Company initiated certain business restructuring activities aimed at improving operational efficiency and aligning resources with strategic priorities. These activities resulted in restructuring charges of $ 29.7  million for the year ended December 31, 2025, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning its customer facing organization, which occurred in the fourth quarter of 2024, and (ii) commencing in the second quarter of 2025, workforce reductions, contract termination costs and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives. These restructuring activities are deemed to be discrete initiatives that are different from the Company’s ongoing productivity improvements.

The charges related to these restructuring activities were recognized in the consolidated statements of operations for the year ended December 31, 2025 as follows:

2025
(In millions) Employee Termination Benefits Asset Impairment Charges Contract exit costs Total
Cost of sales $ 4.3   $ —   $ —   $ 4.3  
Selling, general and administrative 6.1   11.7   4.0   21.8  
Engineering, research and development 3.6   —   —   3.6  
Total $ 14.0   $ 11.7   $ 4.0   $ 29.7  

Restructuring charges by reportable segment as well as unallocated corporate level charges for the year ended December 31, 2025 as follows:

2025
(In millions) Employee Termination Benefits Asset Impairment Charges Contract exit costs Total
MS $ 4.7   $ —   $ —   $ 4.7  
APS 8.3   11.7   4.0   24.0  
Unallocated corporate 1.0   —   —   1.0  
Total $ 14.0   $ 11.7   $ 4.0   $ 29.7  

16. INCOME TAXES
Income before income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 was derived from the following sources:

(In millions) 2025 2024 2023
Domestic $ ( 286.0 ) $ ( 239.8 ) $ ( 457.9 )
Foreign 540.6   561.8   630.6  
Income before income tax expense (benefit) $ 254.6   $ 322.0   $ 172.7  

Income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:
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(In millions) 2025 2024 2023
Current:
Federal $ 1.7   $ 14.8   $ 10.8  
State 1.0   0.9   1.3  
Foreign 102.7   91.5   125.1  
$ 105.4   $ 107.2   $ 137.2  
Deferred (net of valuation allowance):
Federal $ ( 79.1 ) $ ( 74.0 ) $ ( 135.4 )
State ( 3.6 ) ( 3.2 ) ( 5.8 )
Foreign ( 4.7 ) ( 1.7 ) ( 4.4 )
$ ( 87.4 ) $ ( 78.9 ) $ ( 145.6 )
Income tax expense (benefit) $ 18.0   $ 28.3   $ ( 8.4 )

Income tax expense differs from the expected amounts based upon the statutory federal tax rates for the year ended December 31, 2025 as follows:
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(In millions) 2025
U.S Federal Statutory Tax Rate $ 53.5   21.0   %
State income taxes before valuation allowance, net of federal tax effect (A) ( 3.6 ) ( 1.4 ) %
Effect of foreign source income:
Japan
     Statutory tax rate difference between Japan and United States 6.2   2.4   %
     Other ( 2.0 ) ( 0.8 ) %
Taiwan
     Withholding tax 4.4   1.7   %
     Foreign tax credit ( 4.2 ) ( 1.6 ) %
     Other 0.1   0.1   %
Singapore
     Statutory tax rate difference between Singapore and United States ( 42.4 ) ( 16.6 ) %
     Non-deductible expenses 17.1   6.7   %
     Withholding tax 5.0   2.0   %
     Foreign tax credit ( 22.4 ) ( 8.8 ) %
     Other ( 0.4 ) ( 0.2 ) %
Other foreign jurisdictions 6.6   2.6   %
Effect of Changes in Tax Laws or Rates Enacted in the Current Period
Effect of Cross-Border Tax Laws
   Global intangible low-taxed income 10.9   4.3   %
   Foreign derived intangible income ( 4.8 ) ( 1.9 ) %
   Subpart F income inclusions 2.9   1.1   %
   Other 0.8   0.3   %
Tax Credits
   Research & development tax credits ( 17.3 ) ( 6.8 ) %
Changes in Valuation Allowances —   —   %
Nontaxable or Nondeductible Items
   Share-based payment awards 6.9   2.7   %
   Executive compensation 2.5   1.0   %
   Other 1.6   0.6   %
Changes in Unrecognized Tax Benefits ( 3.8 ) ( 1.5 ) %
Other Adjustments
   Legal entity divestiture activity —   —   %
   Other Items 0.4   0.2   %
Effective Tax Rate $ 18.0   7.1   %

(A) State taxes in California, Illinois and Oregon made up the majority (greater than 50%) of the tax effects in this category .
Income tax expense (benefit) differs from the expected amounts based upon the statutory federal tax rates for the years ended December 31, 2024 and 2023 as follows:
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(In millions) 2024 2023
Expected federal income tax at statutory rate $ 66.7   $ 36.3  
State income taxes before valuation allowance, net of federal tax effect ( 6.2 ) ( 9.4 )
Effect of foreign source income ( 25.7 ) ( 18.4 )
Tax contingencies ( 2.3 ) 11.0  
Valuation allowance 11.5   9.0  
U.S. federal research credit ( 14.3 ) ( 18.7 )
Equity compensation 5.4   7.4  
Foreign derived intangible income ( 7.9 ) ( 5.1 )
Legal entity divestiture activity 1.0   ( 20.3 )
Other items, net 0.1   ( 0.2 )
Income tax expense (benefit) $ 28.3   $ ( 8.4 )

The Company has made employment and spending commitments to Singapore. In return for those commitments, the Company was granted a partial tax holiday for eight years starting in 2013. During 2017, this agreement was extended to 2027 in exchange for revised employment and spending commitments. The income tax benefits attributable to the tax status are $ 26.1 million ($ 0.17 per diluted share), $ 27.7 million ($ 0.18 per diluted share) and $ 19.7 million ($ 0.13 per diluted share) for the years ending December 31, 2025, 2024 and 2023, respectively. The 2025, 2024 and 2023 effective tax rates include additional benefits of $ 16.1 million, $ 17.1 million and $ 12.1 million because the corporate tax rate in Singapore is lower than the U.S. rate.
At December 31, 2025, there were approximately $ 393.2 million of accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested. Management estimates that approximately $ 26.1 million of withholding taxes would be incurred if these undistributed earnings were distributed.    
The significant components of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are as follows:

(In millions) 2025 2024
Deferred tax assets attributable to:
Accounts receivable $ 0.5   $ 1.3  
Inventory 12.7   11.9  
Accruals not currently deductible for tax purposes 14.1   12.0  
Net operating loss and credit carryforwards 108.5   69.5  
Capital loss carryforward 7.5   7.5  
Equity compensation 10.6   10.7  
Interest expense limitations 52.2   51.4  
Capitalization of engineering, research and development expenses 156.8   134.4  
Other, net 8.2   6.3  
Gross deferred tax assets $ 371.1   $ 305.0  
Valuation allowance ( 79.1 ) ( 71.8 )
Net deferred tax assets $ 292.0   $ 233.2  
Deferred tax liabilities attributable to:
Purchased intangible assets $ ( 184.2 ) $ ( 215.9 )
Depreciation and amortization ( 18.7 ) ( 24.9 )
Total deferred tax liabilities $ ( 202.9 ) $ ( 240.8 )
Net deferred tax assets (liabilities) $ 89.1   $ ( 7.6 )

Deferred tax assets are generally required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
As of December 31, 2025 and 2024, the Company had net U.S. deferred tax assets of $ 117.5 million and deferred tax assets of $ 20.1 million, respectively, which are composed of temporary differences and various tax credit carryforwards. The Company had state operating loss and credit carryforwards of approximately $ 30.5 million, which begin to expire in 2026. Management
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believes that it is more likely than not that the benefit from certain state net operating loss carryforwards, state credit carryforwards, capital loss carryforwards and certain federal foreign tax credit carryforwards will not be realized. In recognition of this risk, management has provided valuation allowances of $ 40.8 million and $ 36.5 million as of December 31, 2025 and 2024, respectively, on the related deferred tax assets. If the assumptions change and management determines the assets will be realized, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets at December 31, 2025 will be recognized as a reduction of income tax expense.
As of December 31, 2025 and 2024, the Company had net non-U.S. deferred tax assets of $ 50.7 million and $ 44.2 million, respectively, for which management determined based upon the available evidence a valuation allowance of $ 38.3 million and $ 35.3 million as of December 31, 2025 and 2024, respectively, was required against the non-U.S. gross deferred tax assets. For other non-U.S. jurisdictions, management relies upon projections of future taxable income to utilize deferred tax assets.
At December 31, 2025, the Company had foreign operating loss carryforwards of $ 69.7 million, which begin to expire in 2026.
Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax positions will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that fail to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The provisions also provide guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties.
Reconciliations of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 are as follows:

(In millions) 2025 2024
Gross unrecognized tax benefits at beginning of year $ 44.3   $ 67.7  
Increase in tax positions from prior years 0.1   0.3  
Decrease in tax positions from prior years ( 5.6 ) ( 4.8 )
Increases in tax positions for current year 7.2   5.5  
Settlement of tax positions for current year ( 0.7 ) ( 21.6 )
Lapse in statute of limitations ( 11.6 ) ( 2.8 )
Gross unrecognized tax benefits at end of year $ 33.7   $ 44.3  

The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 28.4 million at December 31, 2025.
Penalties and interest paid or received are recorded in other expense, net in the consolidated statements of operations. As of December 31, 2025 and 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 5.1 million and $ 6.0 million, respectively. Expenses of $ 1.0 million, $ 3.0 million and $ 2.5 million were recognized as interest and penalties in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company files income tax returns in the U.S. and in various state, local and foreign jurisdictions. The statutes of limitations related to both the consolidated federal income tax return and state returns are closed for all years up to and including 2021 and 2021, respectively. With respect to foreign jurisdictions, the statute of limitations varies from country to country, with the earliest open year for the Company’s major foreign subsidiaries being 2019.
The significant components of the Company’s income taxes paid (net of refunds) at December 31, 2025 are as follows:

(In millions) 2025
Federal $ 0.1  
State ( 0.1 )
Foreign 113.0
Total $ 113.0  

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Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net refunds) in the following jurisdictions:

(In millions) 2025
Japan $ 19.7  
Korea 6.2
Singapore 58.4
Taiwan 20.3