10-Q – 2026-05-07 – mksi-20260331.htm

At any time prior to February 15, 2029, we may redeem the 2034 Notes in whole or in part at a redemption price equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the redemption date.
At any time and from time to time on or after February 15, 2029, we may redeem for cash all or any portion of the 2034 Notes at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the year indicated below:

Year

 

 

 

Percentage

2029

 

 

 

102.125%

2030

 

 

 

101.0625%

2031 and thereafter

 

 

 

100.000%

 

41

 

At any time and from time to time prior to February 15, 2029, we may redeem up to 40% of the original aggregate principal amount of the 2034 Notes using the net cash proceeds of certain equity offerings at a redemption price equal to 104.250%.
In the event of certain developments affecting taxation, we may elect to redeem all, but not less than all, of the 2034 Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the date fixed for redemption.
Upon the occurrence of a change of control triggering event (as defined in the 2034 Notes Indenture), each holder of the 2034 Notes may require us to repurchase all or a portion of their 2034 Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the repurchase date.
The 2034 Notes Indenture contains customary terms and covenants that limit the ability of us and our Restricted Subsidiaries (as defined in the 2034 Notes Indenture) to, among other things, (i) incur liens, (ii) provide guarantees and (iii) consolidate, merge or sell or otherwise dispose of substantially all their assets.
The 2034 Notes Indenture also provides for customary events of default. Upon certain events of default that are occurring and continuing, either the 2034 Notes Trustee or the holders of at least 30% in aggregate principal amount of the outstanding 2034 Notes may declare the principal of, and accrued and unpaid interest, if any, and additional amounts, if any, on, all the 2034 Notes to be due and payable. In the event of certain insolvency and bankruptcy related events of default specified in the 2034 Notes Indenture, the principal of, and accrued and unpaid interest, if any, and additional amounts, if any, on, all the 2034 Notes shall automatically become due and payable.
As of March 31, 2026, the effective interest rate of the 2034 Notes was 4.48%.
Lines of Credit and Borrowing Arrangements
Certain of our Japanese subsidiaries have lines of credit and a financing facility with various financial institutions, many of which generally expire and are renewed at three-month intervals with the remaining having no expiration date. The lines of credit and financing facility provided for aggregate borrowings of up to an equivalent of $13 million as of both March 31, 2026 and December 31, 2025. There were no borrowings outstanding under these arrangements at March 31, 2026 and December 31, 2025.
Derivatives
We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments and those utilized as economic hedges. We operate internationally, and in the normal course of business, are exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of financing, investing and operating the business. We have used derivative instruments, such as foreign exchange forward contracts, options, and net investment hedges, to manage certain foreign currency exposure, and interest rate swaps and caps to manage certain interest rate exposure. We do not enter into derivative instruments for trading or speculative purposes.
By nature, all financial instruments involve market and credit risks. We enter into derivative instruments with major investment grade financial institutions and no collateral is required. We have policies to monitor the credit risk of these counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties.
Interest Rate Swap
We have interest rate swap agreements described further in Note 5 of the condensed consolidated financial statements. These interest rate swap agreements exchange the variable Term SOFR rate to a fixed rate in order to manage the exposure to interest rate fluctuations associated with the variable Term SOFR rate paid on the outstanding balance of the Term Loan Facility.
Contractual Obligations
There have been no material changes outside the ordinary course of business to our contractual obligations as disclosed in our Annual Report.

42

 

Recent Accounting Pronouncements
For information on recently issued accounting pronouncements, see Note 2 to the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, “Notes to Unaudited Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

43

 

ITEM 3.	QUANTITATIVE AND QUALITATI VE DISCLOSURES ABOUT MARKET RISK.
Information concerning market risk is contained in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on February 24, 2026. As of March 31, 2026, there were no material changes in our exposure to market risk from December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were 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 U.S. Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

44

 

PART II.	OTHER INFORMATION
ITEM 1A.	RI SK FACTORS.
Information regarding risk factors affecting our business is discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on February 24, 2026.
ITEM 5. OTHER INFORMATION .
The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

Name (Title)

Action Taken (Date of Action)

Type of Trading Arrangement

Nature of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Securities

Gerald G. Colella  ( Chairman of the Board of Directors )

Adoption ( February 24, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until May 26, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 20,000  shares

David P. Henry
( Executive Vice President, Global Strategic Marketing, and General Manager, Materials Solutions Division )

Adoption ( February 24, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until February 26, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 2,500  shares

John T.C. Lee
( President and Chief Executive Officer; Director )

Adoption ( February 20, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until February 23, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 40,000  shares (1)

Ramakumar Mayampurath
( Executive Vice President and Chief Financial Officer )

Adoption ( February 20, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until February 18, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 8,810  shares

Michelle M. McCarthy
( Senior Vice President and Chief Accounting Officer )

Adoption ( March 5, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until March 5, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 3,811  shares (1)

Elizabeth A. Mora  ( Director )

Adoption ( February 23, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until March 2, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 1,200  shares

James A. Schreiner  ( Executive Vice President and Chief Operating Officer )

Adoption ( March 10, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until December 31, 2026 , or such earlier date upon which all transactions are completed or expire without execution

Up to 781  shares

John E. Williams ( Executive Vice President and General Manager, Photonics Solutions Division )

Adoption ( March 5, 2026 )

Rule 10b5-1 trading arrangement

Sale

Until March 31, 2027 , or such earlier date upon which all transactions are completed or expire without execution

Up to 3,286  shares (1)

 
(1) This Rule 10b5-1 trading arrangement includes, in whole or in part, the sale of shares to be received upon vesting of certain outstanding restricted stock units (“RSUs”), net of any shares withheld by us to satisfy applicable tax withholding obligations. Unless the maximum number of shares to be sold is otherwise specified in the Rule 10b5-1 trading arrangement, (i) for shares to be received upon vesting of RSUs, represents the gross number of shares to be received before the surrender of shares in satisfaction of tax withholding obligations; and (ii) for shares to be received upon vesting of performance-based RSUs for which achievement has yet to be determined, represents the gross number of shares to be received based on target achievement.

 
 

45

 

ITEM 6. E XHIBITS.
 

Exhibit No.

 

Exhibit Description

 

 

 

 

 

 

+3.1(1)

 

Restated Articles of Organization of the Registrant

 

 

 

+3.2(2)

 

Second Amended and Restated By-Laws of the Registrant

 

 

 

+3.3(1)

 

Amendments to Second Amended and Restated By-Laws of the Registrant

 

 

 

+4.1(3)

 

Indenture, dated February 4, 2026, by and among the Registrant, the guarantors listed therein and U.S. Bank Trust Company, National Association, as trustee

 

 

 

+4.2(3)

 

Form of Global Note (included within Exhibit 4.1)

 

 

 

+10.1(3)

 

Sixth Amendment to Credit Agreement, dated as of February 4, 2026, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent, and each lender and letter of credit issuer party thereto

 

 

 

  31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

  31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

  32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

Inline 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.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

 
+ Previously filed
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the U.S. Securities and Exchange Commission on May 15, 2025.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the U.S. Securities and Exchange Commission on December 3, 2024.

(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the U.S. Securities and Exchange Commission on February 5, 2026.

 

46

 

SIGNAT URES
Pursuant to the requirements 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.
 

 

MKS INC.

 

 

 

Date: May 7, 2026

By:

/s/ Ramakumar Mayampurath

 

Ramakumar Mayampurath

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial Officer)

 

47