10-K – 2026-02-11 – entg-20251231.htm

Pillar 2
The Organization Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries have already enacted, or are expected to enact, legislation to implement the 15% minimum tax rate. There was no material impact in 2025 and we will continue to evaluate the future potential impact on our consolidated financial statements and related disclosures.
One Big Beautiful Bill Act (the “Act”)
The Act was enacted on July 4, 2025. In accordance with ASC 740-10, the Company accounted for the effects of the new tax legislation in the quarter ended September 27, 2025, which is the quarter of enactment. The key provisions of the Act impacting the Company’s financial statements include the modification of interest expense limitations under IRC Section 163(j) and revisions to foreign-derived intangible income (FDII) and global intangible low-taxed income (GILTI). Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore did not affect the current year financial results. The Company will continue to evaluate the impact of the Act on its future tax positions.

17. EQUITY
Dividends
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 quarterly cash dividends of $ 0.10 per share during 2025, which totaled $ 61.1  million. The Company’s board of directors declared quarterly cash dividends of $ 0.10 per share during 2024, which totaled $ 60.7  million. The Company’s board of directors declared quarterly cash dividends of $ 0.10 per share during 2023, which totaled $ 60.3  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.
Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s board of directors.
2020 Stock Plan
In 2020, the Company’s board of directors and stockholders approved the Entegris, Inc. 2020 Stock Plan (the “2020 Stock Plan”). The 2020 Stock Plan replaced the Entegris, Inc. 2010 Stock Plan for future stock awards and stock option grants. The 2020 Stock Plan has a term of ten years and provides for the issuance of stock options and other share-based awards to selected employees, directors, and other individuals or entities that provide services to the Company or its affiliates. Under the 2020 Stock Plan, the board of directors or a committee selected by the board of directors will determine for each award, the term, price, number of shares, rate at which each award is exercisable and whether restrictions are imposed on the shares subject to the awards. The exercise price for option awards generally may not be less than the fair market value per share of the underlying common stock on the date granted. The 2020 Stock Plan provides that after December 31, 2019, any shares subject to stock awards that were awarded from the Company’s expired plans and that are forfeited, expired or otherwise terminated without issuance of shares will again be available for issuance under the 2020 Stock Plan.
For all plans, exclusive of the employee stock purchase plan, the Company had shares available for future grants of 8.7 million, 9.7 million, and 10.2 million shares at December 31, 2025, 2024 and 2023, respectively.
Stock Options
F-27

Table of Contents

Stock option activity for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:

  2025 2024 2023
(Shares in thousands) Number of
shares Weighted
average
exercise
price Number of
shares Weighted
average
exercise
price Number of
shares Weighted
average
exercise
price
Options outstanding, beginning of year 1.2   $ 84.51   1.3   $ 71.83   1.8   $ 62.59  
Granted 0.3   83.70   0.2   140.62   0.2   81.79  
Exercised ( 0.2 ) 42.57   ( 0.3 ) 52.19   ( 0.7 ) 51.04  

Options outstanding, end of year 1.3   $ 89.66   1.2   $ 84.51   1.3   $ 71.83  
Options exercisable, end of year 0.8   $ 84.92   0.8   $ 71.76   0.9   $ 63.08  

Options outstanding under the Company’s stock plans at December 31, 2025 are summarized as follows:

(Shares in thousands) Options outstanding Options exercisable
Range of exercise prices Number
outstanding Weighted
average
remaining life
in years Weighted-
average
exercise
price Number
exercisable Weighted
average
exercise
price
$ 0.00 to $ 70.30
0.3   1.9 years $ 56.73   0.3   $ 56.73  
$ 70.31 to $ 80.71
0.3   4.8 years 79.57   0.2   79.61  
$ 80.72 to $ 98.11
0.4   4.5 years 90.93   0.2   96.01  
$ 98.12 to $ 140.62
0.3   4.1 years 134.68   0.1   131.44  
1.3   4.0 years $ 89.66   0.8   $ 84.92  

The weighted average remaining contractual term for options outstanding and options exercisable for all plans at December 31, 2025 was 4.0 years and 2.9 years, respectively.
Under the stock plans, the total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $ 7.1 million and $ 23.2 million, respectively. The aggregate intrinsic value, which represents the total pre-tax intrinsic value based on the Company’s closing stock price of $ 84.25 at December 31, 2025, which theoretically could have been received by the option holders had all option holders exercised their options as of that date, was $ 8.9 million and $ 8.0 million for options outstanding and options exercisable, respectively.
Share-based payment awards in the form of stock option awards for 0.3 million, 0.2 million and 0.2 million shares were granted to employees during the years ended December 31, 2025, 2024 and 2023, respectively. Compensation expense is based on the grant date fair value. The awards vest annually over a period of four years and have a contractual term of 7 years. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of reasonableness of the original estimates of fair value made by the Company.
The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2025, 2024 and 2023:

Employee stock options: 2025 2024 2023
Volatility 47.0   % 47.6   % 46.5   %
Risk-free interest rate 3.9   % 4.4   % 3.7   %
Dividend yield 0.5   % 0.3   % 0.5   %
Expected life (years) 4.7 4.6 4.7
Weighted average fair value per option $ 35.70   $ 61.94   $ 34.40  

A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the
F-28

Table of Contents

option granted. Expected life is determined by reference to the Company’s historical experience. The Company determines the dividend yield by dividing the expected annual dividend on the Company’s stock by the option exercise price.
Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“ESPP”) allows employees to elect, at six-month intervals, to contribute up to 10 % of their compensation, subject to certain limitations, to purchase shares of the Company’s common stock at a discount of 15 % from the fair market value on the first day or last day of each six-month period. The Company treats the ESPP as a compensatory plan. At December 31, 2025, 2.3 million shares remained available for issuance under the ESPP. Employees purchased 0.3 million, 0.2 million and 0.2 million shares, at a weighted-average price of $ 69.24 , $ 89.59 , and $ 68.87 during the years ended December 31, 2025, 2024 and 2023, respectively.
Restricted Stock Units
Restricted stock units are awards of common stock made under the Stock Plans that are subject to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such restricted stock units is determined using the market price on the grant date. Compensation expense for restricted stock units is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock unit activity for the years ended December 31, 2025, 2024 and 2023 is presented in the following table:

2025 2024 2023
(Shares in thousands)
Number
of
shares Weighted
average
grant date
fair value Number
of
shares Weighted
average
grant date
fair value Number
of
shares Weighted
average
grant date
fair value
Unvested, beginning of year 1.1   $ 111.81   1.0   $ 89.08   0.9   $ 90.37  
Granted 0.7   85.11   0.5   138.44   0.6   80.45  
Vested ( 0.4 ) 108.75   ( 0.3 ) 86.92   ( 0.4 ) 78.17  
Forfeited ( 0.1 ) 104.55   ( 0.1 ) 101.31   ( 0.1 ) 89.23  
Unvested, end of year 1.3   98.40   1.1   111.81   1.0   89.08  

During the years ended December 31, 2025, 2024 and 2023, the Company awarded performance-based restricted stock units for up to 0.3 million, 0.1 million and 0.2 million shares of common stock, respectively, to be issued upon the achievement of performance conditions under the Company’s stock plans to certain officers. Compensation expense is based on the grant date fair value. The awards vest on the third anniversary of the award date if the performance conditions have been satisfied. The Company estimates the fair value of the performance shares using a Monte Carlo simulation process.
As of December 31, 2025, the total compensation cost related to unvested stock options, performance-based restricted stock units and restricted stock unit awards not yet recognized was $ 8.2 million, $ 7.2 million and $ 70.4 million, respectively, and is expected to be recognized over the next 2.7 years on a weighted-average basis.
Modification
During the year ended December 31, 2023, the Company modified restricted share units, options, and performance-based restricted share units granted prior to the 2022 fiscal year for certain employees to accelerate the unvested awards upon their respective retirements from the Company. The Company accounted for this as a modification of awards and recognized incremental compensation cost of $ 0.7  million for the year ended December 31, 2023. The incremental compensation cost was measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and was recognized on the date of the modification for the vested awards.

There were no material modifications to employee awards during the years ended December 31, 2025 and 2024.
Valuation and Expense Information
The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on their estimated fair values on the date of grant. 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. The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards, performance-based restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2025, 2024 and 2023:
F-29

Table of Contents

(In thousands) 2025 2024 2023
Cost of sales $ 12.7   $ 11.1   $ 8.9  
Engineering, research and development expenses 10.6   10.5   8.0  
Selling, general and administrative expenses 46.0   44.3   44.5  
Share-based compensation expense $ 69.3   $ 65.9   $ 61.4  
Tax benefit 13.6   13.0   12.5  
Share-based compensation expense, net of tax $ 55.7   $ 52.9   $ 48.9  

18. BENEFIT PLANS
401(k) Plan
The Company maintains 401(k) defined contribution plans covering employees in the U.S. The related expense totaled $ 24.0 million, $ 24.6 million and $ 25.4 million in the fiscal years ended December 31, 2025, 2024 and 2023, respectively. During the year ended December 31, 2025, the Company matched employees’ contributions to a maximum of 6 % of the employee’s eligible wages. The Company’s Singapore, Japan and South Korea subsidiaries also make contributions to retirement plans that function as defined contribution retirement plans, however these costs are immaterial.
Defined Benefit Plans
The employees of the Company’s subsidiaries in Japan, Taiwan, France and Germany are covered in defined benefit pension plans. On January 1, 2025, the Company converted 50 % of its CMC Japan defined pension plans to defined contribution plans and amended the remaining 50 % to be frozen. The resulting conversion and amendment to the plans reduced the benefit obligation by $ 2.8 million in the year ended December 31, 2025. The Company uses a December 31 measurement date for its pension plans. A summary of these combined plans are:

(In thousands) 2025 2024
Projected benefit obligation $ 9.0   $ 11.6  
Fair value of plan assets 1.4   1.5  
Plan assets less benefit obligation - net amount recognized ( 7.6 ) ( 10.1 )
Accumulated benefit obligation 8.2   9.0  

Cash Flows
Benefits for the combined plans were $ 0.2 million, $ 0.6 million and $ 1.0 million in fiscal years 2025, 2024 and 2023, respectively, consisting primarily of service costs. Net service costs are included in Cost of sales and Operating expenses, and all other costs are recorded in Other expense, net in our Consolidated Statements of Operations. The Company expects to make the following benefit payments:

(In thousands) Payments
2026 $ 0.3  
2027 0.3  
2028 0.3  
2029 0.6  
2030 0.3  
Years 2031-2035
2.8  

19. EARNINGS PER COMMON SHARE
Basic earnings per common share (“EPS”) is calculated based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the applicable period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted EPS:
F-30

Table of Contents

(In thousands) 2025 2024 2023
Basic—weighted average common shares outstanding 151.7   150.9   149.9  
Weighted average common shares assumed upon exercise of stock options and vesting of restricted common stock 0.5   0.9   1.0  
Diluted—weighted average common shares and common shares equivalent outstanding 152.2   151.8   150.9  

The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the years ended December 31, 2025, 2024 and 2023:

(In thousands) 2025 2024 2023
Shares excluded from calculations of diluted EPS 0.9   0.5   0.7  

20. SEGMENT INFORMATION
Our business is organized and operated in two operating segments as discussed below. These segments share common business systems and processes, technology centers and technology roadmaps. With our complementary capabilities, we believe we are uniquely positioned to create new, co-optimized and increasingly integrated solutions for our customers, which should translate into improved device performance, lower cost of ownership and faster time to market.

• 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.

The Company's method for measuring profitability on a reportable segment basis is segment profit. Segment profit is defined as net sales less direct and indirect segment operating expenses, including certain general and administrative costs for the Company’s human resources, finance and information technology functions. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties. Inter-segment sales are presented as an elimination below. The remaining unallocated expenses consist mainly of the Company’s corporate functions as well as interest expense, interest income, amortization of intangible assets and income tax expense.

The Company's chief operating decision maker (CODM) is the President and Chief Executive Officer. For each of the reportable segments, the CODM uses segment profit (based on each segment’s target model) for determining the allocation of resources (including employees, financial, or capital resources) to the segments to achieve the Company's strategic plan and to assess the performance of each segment by monitoring actual results against performance targets established in the Company's annual budget and forecasting process. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not regularly reviewed by the Company’s CODM.

Summarized financial information for the Company’s reportable segments is shown in the following tables for the years ended December 31, 2025, 2024 and 2023:

2025
(In thousands) MS APS Inter-segment Total
Net sales $ 1,406.7   $ 1,799.1   $ ( 9.2 ) $ 3,196.6  
Cost of sales 790.8   995.1   ( 9.2 ) 1,776.7  
Operating expenses 339.3   377.6   —   716.9  
Segment profit $ 276.6   $ 426.4   $ —   $ 703.0  

F-31

Table of Contents

2024
(In thousands) MS APS Inter-segment Total
Net sales $ 1,400.1   $ 1,850.2   $ ( 9.1 ) $ 3,241.2  
Cost of sales 769.2   994.4   ( 9.1 ) 1,754.5  
Operating expenses 344.7   359.7   —   704.4  
Segment profit $ 286.2   $ 496.1   $ —   $ 782.3  

2023
(In thousands) MS APS Inter-segment Total
Net sales $ 1,689.5   $ 1,846.6   $ ( 12.2 ) $ 3,523.9  
Cost of sales 1,060.6   977.9   ( 12.2 ) 2,026.3  
Operating expenses 332.5   337.3   —   669.8  
Segment profit $ 296.4   $ 531.4   $ —   $ 827.8  

The following table reconciles total segment profit to income before income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023:

(In thousands) 2025 2024 2023
Total segment profit $ 703.0   $ 782.3   $ 827.8  
Less:
Amortization of intangibles 184.4   190.1   214.5  
Unallocated general and administrative expenses 62.7   58.3   114.1  
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  

The following tables summarize depreciation for the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023:

(In thousands) 2025 2024 2023
Depreciation:
MS $ 89.8   $ 90.2   $ 95.4  
APS 115.5   97.9   77.3  
Total depreciation $ 205.3   $ 188.1   $ 172.7  

In the following tables, revenue is disaggregated by country or region based on the ship to location of the customer for the years ended December 31, 2025, 2024 and 2023:
2025
(In thousands) MS APS Inter-segment Total
North America $ 270.3   $ 300.4   $ ( 9.2 ) $ 561.5  
Taiwan 279.1   456.8   —   735.9  
China 268.1   389.6   —   657.7  
South Korea 205.1   223.4   —   428.5  
Japan 139.8   177.8   —   317.6  
Europe 100.7   138.7   —   239.4  
Southeast Asia 143.6   112.4   —   256.0  
$ 1,406.7   $ 1,799.1   $ ( 9.2 ) $ 3,196.6  

F-32

Table of Contents

2024
(In thousands) MS APS Inter-segment Total
North America $ 316.0   $ 364.7   $ ( 9.1 ) $ 671.6  
Taiwan 238.8   423.9   —   662.7  
China 257.0   414.2   —   671.2  
South Korea 202.6   216.2   —   418.8  
Japan 128.5   180.9   —   309.4  
Europe 115.8   159.7   —   275.5  
Southeast Asia 141.4   90.6   —   232.0  
$ 1,400.1   $ 1,850.2   $ ( 9.1 ) $ 3,241.2  

2023
(In thousands) MS APS Inter-segment Total
North America $ 540.4   $ 363.0   $ ( 12.2 ) $ 891.2  
Taiwan 232.0   358.7   —   590.7  
China 197.0   369.9   —   566.9  
South Korea 218.2   225.0   —   443.2  
Japan 105.0   262.3   —   367.3  
Europe 229.4   173.0   —   402.4  
Southeast Asia 167.5   94.7   —   262.2  
$ 1,689.5   $ 1,846.6   $ ( 12.2 ) $ 3,523.9  

The following table summarizes property, plant and equipment, net, attributed to significant country or region for the years ended December 31, 2025, 2024 and 2023:

(In thousands) 2025 2024 2023
Property, plant and equipment, net:
North America $ 864.7   $ 876.8   $ 747.8  
Taiwan 446.8   434.6   412.3  
South Korea 134.3   117.7   101.1  
Japan 116.7   114.8   118.9  
Malaysia 41.9   44.3   50.2  
China 27.8   30.4   32.9  
Other 3.9   4.3   4.8  
$ 1,636.1   $ 1,622.9   $ 1,468.0  

The Company reported net sales of 10 percent or more for one customer in the amount of $ 526.8 million, $ 508.0 million and $ 382.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, all of which include sales from both of the Company’s segments.

21. GOVERNMENT INCENTIVES

CHIPS and Science Act Agreement

On December 3, 2024, the Company entered into a definitive agreement to receive funding under the CHIPS and Science Act of 2022 (“CHIPS Act”). The agreement provides the Company with up to $ 77.0  million intended to support capital expenditures related to the construction of a manufacturing facility in Colorado Springs, Colorado, research and development, and workforce training initiatives.
The grant is subject to certain conditions, including compliance with applicable federal regulations, progress milestones, and reporting requirements as set forth by the U.S. Department of Commerce. The Company is also required to meet specific performance and employment targets to maintain eligibility for the funding. As of December 31, 2025, the Company has received $ 8.2 million in disbursements with a corresponding reduction to carrying amounts of the qualifying manufacturing assets included in property, plant and equipment on the Consolidated Balance Sheet.
F-33

Table of Contents

There are no material penalties or contingencies that would significantly affect the Company’s financial position, except as described above.
The CHIPS Act provides an investment tax credit for certain investments in U.S. semiconductor manufacturing. As of December 31, 2025, in connection with the CHIPS Act, the Company recorded a $ 31.0 million reduction to the carrying amounts of the qualifying manufacturing assets included in property, plant and equipment on the Consolidated Balance Sheet.
F-34

Table of Contents

22. COMMITMENTS AND CONTINGENT LIABILITIES
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 legal actions 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 legal actions 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.

23. SUBSEQUENT EVENTS
The Company has evaluated subsequent events to the date of the issuance of the consolidated financial statements. The Company has determined that there are no events occurring in this period that require disclosure or adjustment, except as disclosed above.

F-35