MKS INC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as a part of this Annual Report on Form 10-K:
Financial Statements. The following Consolidated Financial Statements are included under Item 8 of this Annual Report on Form 10-K.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 63 |
| Consolidated Balance Sheets at December 31, 2025 and 2024 | 65 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 | 66 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | 67 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | 68 |
| Notes to Consolidated Financial Statements | 69 |
Financial Statement Schedules. The following consolidated financial statement schedule is included in this Annual Report on Form 10-K.
Schedule II – Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted since they are either not required or information is otherwise included.
Exhibits. The following exhibits are filed as part of this Annual Report on Form 10-K.
| Exhibit No. | Title |
| +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) | Specimen certificate representing the Common Stock |
| +4.2(4) | Description of Capital Stock Registered Under Section 12 of the Exchange Act |
| +4.3(5) | Indenture, dated May 16, 2024, between the Registrant and U.S. Bank Trust Company, National Association, as trustee |
| +4.4(5) | Form of Global Note (included with Exhibit 4.3) |
| +4.5(6) | Indenture, dated February 4, 2026, by and among the Registrant, the guarantors listed therein and U.S. Bank Trust Company, National Association, as trustee |
| +4.6(6) | Form of Global Note (included with Exhibit 4.5) |
| +10.1(7) | Credit Agreement, dated as of August 17, 2022, by and among the Registrant, the lenders and letter of credit issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent |
| +10.2(8) | First Amendment to Credit Agreement, dated as of October 3, 2023, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto |
| Exhibit No. | Title |
| +10.3(9) | Second Amendment to Credit Agreement, dated as of January 22, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto |
| +10.4(10) | Third Amendment to Credit Agreement, dated as of February 13, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender and letter of credit issuer party thereto |
| +10.5(11) | Fourth Amendment to Credit Agreement, dated as of July 23, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender thereto |
| +10.6(12) | Fifth Amendment to Credit Agreement, dated as of January 24, 2025, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto |
| +10.7(6) | 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 |
| +10.8(13)* | 2022 Stock Incentive Plan |
| +10.9(14)* | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Stock Incentive Plan for 2025-2026 |
| +10.10(15)* | Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2023 |
| +10.11(16)* | Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2024-2026 (Standard) |
| +10.12(16)* | Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2024-2026 (rTSR) |
| +10.13(17)* | 2014 Stock Incentive Plan |
| +10.14(17)* | 2014 Employee Stock Purchase Plan |
| +10.15(18)* | Form of Restricted Stock Unit Agreement for Employees under the 2014 Stock Incentive Plan |
| +10.16(19)* | Employment Agreement, dated October 22, 2013, between Gerald G. Colella and the Registrant |
| +10.17(20)* | Amendment, dated March 27, 2018, to Employment Agreement, dated as of October 22, 2013, between Gerald G. Colella and the Registrant |
| +10.18(21)* | Second Amendment, dated October 29, 2018, to Employment Agreement, dated as of October 22, 2013, between Gerald G. Colella and the Registrant |
| +10.19(22)* | Employment Agreement, dated as of November 18, 2019, between John T.C. Lee and the Registrant |
| +10.20(23)* | Employment Agreement, effective August 1, 2016, between Kathleen Burke and the Registrant, as amended on October 29, 2018 |
| +10.21(4)* | Employment Agreement, effective September 16, 2019, between James A. Schreiner and the Registrant |
| +10.22(24)* | Amendment, dated October 25, 2021, to Employment Agreement, effective September 16, 2019, between James A. Schreiner and the Registrant |
| +10.23(25)* | Second Amendment, dated May 7, 2024, to Employment Agreement, dated as of September 16, 2019, between James A. Schreiner and the Registrant |
| +10.24(26)* | Employment Agreement, effective January 1, 2020, between David Henry and the Registrant |
| +10.25(26)* | Employment Agreement, effective February 17, 2021, between Eric Taranto and the Registrant |
| +10.26(27)* | Employment Agreement, effective April 30, 2024, between John Williams and the Registrant |
| Exhibit No. | Title |
| +10.27(28)* | Employment Agreement, effective August 9, 2024, between Ramakumar Mayampurath and the Registrant |
| +10.28(29)* | Management Incentive Plan |
| +19.1(14) | Insider Trading Policy |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of PricewaterhouseCoopers LLP |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934 |
| 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 |
| 97.1 | Dodd-Frank Compensation Recovery Policy |
| 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
- Management contract or compensatory plan arrangement
** Filed with this Annual Report on Form 10-K for the year ended December 31, 2025 are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) the Consolidated Statements of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
The following materials from MKS Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
(1)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the 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 Securities and Exchange Commission on December 3, 2024.
(3)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No. 000-23621), filed with the Securities and Exchange Commission on August 7, 2025.
(4)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 000-23621), filed with the Securities and Exchange Commission on February 28, 2020.
(5)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on May 16, 2024.
(6)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on February 5, 2026.
(7)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on August 17, 2022.
(8)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on October 3, 2023.
(9)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on January 22, 2024.
(10)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on February 14, 2024.
(11)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on July 23, 2024.
(12)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on January 24, 2025.
(13)
Incorporated by reference to the Registration Statement on Form S-8 (File No. 333-264817), filed with the Securities and Exchange Commission on May 10, 2022.
(14)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 000-23621), filed with the Securities and Exchange Commission on February 25, 2025.
(15)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 000-23621), filed with the Securities and Exchange Commission on March 14, 2023.
(16)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.000-23621), filed with the Securities and Exchange Commission on February 27, 2024.
(17)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on May 6, 2014.
(18)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.000-23621), filed with the Securities and Exchange Commission on February 26, 2019.
(19)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on October 24, 2013.
(20)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 000-23621), filed with the Securities and Exchange Commission on May 8, 2018.
(21)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on November 1, 2018.
(22)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on November 20, 2019.
(23)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 000-23621), filed with the Securities and Exchange Commission on August 7, 2019.
(24)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on October 29, 2021.
(25)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on May 8, 2024.
(26)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.000-23621), filed with the Securities and Exchange Commission on February 23, 2021.
(27)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 000-23621), filed with the Securities and Exchange Commission on August 8, 2024.
(28)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No. 000-23621), filed with the Securities and Exchange Commission on November 7, 2024.
(29)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities and Exchange Commission on February 11, 2022.
(b)
Exhibits
MKS hereby files as exhibits to its Annual Report on Form 10-K those exhibits listed in Item 15(a) above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.