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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

# FORM 10-Q

(MARK ONE)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-23621

MKS INC.

(Exact name of registrant as specified in its charter)

Massachusetts | 04-2277512
(State or other jurisdiction | (I.R.S. Employer
of incorporation or organization) | Identification No.)
2 Tech Drive, Andover, Massachusetts | 01810
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code (978) 645-5500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, no par value |  | MKSI |  | Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer |  | ☒ |  | Accelerated filer |  | ☐
Non-accelerated filer |  | ☐ |  | Smaller reporting company |  | ☐
|  |  |  | Emerging growth company |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2025, the registrant had 67,169,474 shares of common stock outstanding.

MKS INC.

FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) | 3
|  | Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024 | 3
|  | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) – Three and Nine Months Ended September 30, 2025 and 2024 | 4
|  | Condensed Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024 | 5
|  | Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024 | 6
|  | Notes to Unaudited Condensed Consolidated Financial Statements | 7
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 28
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 42
| ITEM 4. | CONTROLS AND PROCEDURES | 42
PART II. OTHER INFORMATION
| ITEM 1A. | RISK FACTORS | 43
| ITEM 5. | OTHER INFORMATION | 43
| ITEM 6. | EXHIBITS | 44
SIGNATURES | 45

2

PART I. FINANCI AL INFORMATION

ITEM 1. FINANCI AL STATEMENTS.

MKS INC.

CONDENSED CONSOLIDA TED BALANCE SHEETS

(in millions, except per share data)

(Unaudited)

ASSETS |  | September 30, 2025 |  |  | December 31, 2024 |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 697 |  |  | $ | 714 |
Trade accounts receivable, net of allowance for doubtful accounts of $5 at both September 30, 2025 and December 31, 2024 |  |  | 611 |  |  |  | 615 |
Inventories |  |  | 934 |  |  |  | 893 |
Other current assets |  |  | 294 |  |  |  | 252 |
Total current assets |  |  | 2,536 |  |  |  | 2,474 |
Property, plant and equipment, net |  |  | 769 |  |  |  | 771 |
Right-of-use assets |  |  | 275 |  |  |  | 238 |
Goodwill |  |  | 2,563 |  |  |  | 2,479 |
Intangible assets, net |  |  | 2,196 |  |  |  | 2,272 |
Other assets |  |  | 438 |  |  |  | 356 |
Total assets |  | $ | 8,777 |  |  | $ | 8,590 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Short-term debt |  | $ | 51 |  |  | $ | 50 |
Accounts payable |  |  | 382 |  |  |  | 341 |
Other current liabilities |  |  | 453 |  |  |  | 384 |
Total current liabilities |  |  | 886 |  |  |  | 775 |
Long-term debt, net |  |  | 4,253 |  |  |  | 4,488 |
Non-current deferred taxes |  |  | 483 |  |  |  | 504 |
Non-current accrued compensation |  |  | 154 |  |  |  | 141 |
Non-current lease liabilities |  |  | 250 |  |  |  | 211 |
Other non-current liabilities |  |  | 151 |  |  |  | 149 |
Total liabilities |  |  | 6,177 |  |  |  | 6,268 |
Commitments and contingencies (Note 17) |  |  |  |  |  |
Stockholders’ equity: |  |  |  |  |  |
Preferred stock, $0.01 par value, 2 shares authorized; no shares issued and outstanding |  |  | — |  |  |  | — |
Common stock, no par value, 200 shares authorized; 67.2 and 67.4 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |  |  | — |  |  |  | — |
Additional paid-in capital |  |  | 2,090 |  |  |  | 2,067 |
Retained earnings |  |  | 618 |  |  |  | 503 |
Accumulated other comprehensive loss |  |  | (108 | ) |  |  | (248 | )
Total stockholders’ equity |  |  | 2,600 |  |  |  | 2,322 |
Total liabilities and stockholders’ equity |  | $ | 8,777 |  |  | $ | 8,590 |

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3

MKS INC.

CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(in millions, except per share data)

(Unaudited)

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net revenues: |  |  |  |  |  |  |  |  |  |  |  |
Products |  | $ | 860 |  |  | $ | 776 |  |  | $ | 2,528 |  |  | $ | 2,301 |
Services |  |  | 128 |  |  |  | 120 |  |  |  | 370 |  |  |  | 351 |
Total net revenues |  |  | 988 |  |  |  | 896 |  |  |  | 2,898 |  |  |  | 2,652 |
Cost of revenues: |  |  |  |  |  |  |  |  |  |  |  |
Products |  |  | 466 |  |  |  | 410 |  |  |  | 1,367 |  |  |  | 1,220 |
Services |  |  | 61 |  |  |  | 54 |  |  |  | 173 |  |  |  | 165 |
Total cost of revenues (exclusive of amortization shown separately below) |  |  | 527 |  |  |  | 464 |  |  |  | 1,540 |  |  |  | 1,385 |
Gross profit |  |  | 461 |  |  |  | 432 |  |  |  | 1,358 |  |  |  | 1,267 |
Research and development |  |  | 76 |  |  |  | 70 |  |  |  | 222 |  |  |  | 206 |
Selling, general and administrative |  |  | 180 |  |  |  | 167 |  |  |  | 539 |  |  |  | 498 |
Acquisition and integration costs |  |  | — |  |  |  | 3 |  |  |  | — |  |  |  | 6 |
Restructuring and other |  |  | 4 |  |  |  | 1 |  |  |  | 26 |  |  |  | 6 |
Fees and expenses related to amendments to the Term Loan Facility |  |  | — |  |  |  | 2 |  |  |  | 2 |  |  |  | 5 |
Amortization of intangible assets |  |  | 63 |  |  |  | 61 |  |  |  | 184 |  |  |  | 184 |
Income from operations |  |  | 138 |  |  |  | 128 |  |  |  | 385 |  |  |  | 362 |
Interest income |  |  | (3 | ) |  |  | (6 | ) |  |  | (11 | ) |  |  | (17 | )
Interest expense |  |  | 53 |  |  |  | 64 |  |  |  | 162 |  |  |  | 230 |
Loss on extinguishment of debt |  |  | 2 |  |  |  | 5 |  |  |  | 8 |  |  |  | 52 |
Other expense (income), net |  |  | 2 |  |  |  | 5 |  |  |  | 11 |  |  |  | (3 | )
Income before income taxes |  |  | 84 |  |  |  | 60 |  |  |  | 215 |  |  |  | 100 |
Provision (benefit) for income taxes |  |  | 10 |  |  |  | (2 | ) |  |  | 27 |  |  |  | 1 |
Net income |  | $ | 74 |  |  | $ | 62 |  |  | $ | 188 |  |  | $ | 99 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |  |  |  |
Changes in value of financial instruments designated as cash flow hedges |  | $ | (2 | ) |  | $ | (59 | ) |  | $ | (28 | ) |  | $ | (27 | )
Foreign currency translation adjustments |  |  | (23 | ) |  |  | 184 |  |  |  | 223 |  |  |  | 18 |
Change in net investment hedge |  |  | — |  |  |  | (28 | ) |  |  | (60 | ) |  |  | — |
Unrecognized pension gain (loss) |  |  | — |  |  |  | (3 | ) |  |  | 4 |  |  |  | — |
Unrealized gain on investments |  |  | — |  |  |  | 13 |  |  |  | — |  |  |  | 22 |
Total comprehensive income (loss) |  | $ | 49 |  |  | $ | 169 |  |  | $ | 327 |  |  | $ | 112 |
Net income per share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 1.10 |  |  | $ | 0.92 |  |  | $ | 2.79 |  |  | $ | 1.48 |
Diluted |  | $ | 1.10 |  |  | $ | 0.92 |  |  | $ | 2.78 |  |  | $ | 1.47 |
Weighted average common shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 67.3 |  |  |  | 67.4 |  |  |  | 67.3 |  |  |  | 67.2 |
Diluted |  |  | 67.6 |  |  |  | 67.6 |  |  |  | 67.6 |  |  |  | 67.5 |

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4

MKS INC.

CONDENSED CONSOLIDATED STATEM ENTS OF STOCKHOLDERS’ EQUITY

(in millions, except per share data)

(Unaudited)

|  | Common Stock |  |  | Additional Paid-In |  |  | Retained |  |  | Accumulated Other Comprehensive |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | (Loss) Income |  |  | Equity |
Balance at December 31, 2024 |  |  | 67.4 |  |  | $ | 0.1 |  |  | $ | 2,067 |  |  | $ | 503 |  |  | $ | (248 | ) |  | $ | 2,322 |
Net issuance under stock-based plans |  |  | — |  |  |  |  |  |  | (5 | ) |  |  |  |  |  |  |  |  | (5 | )
Stock-based compensation |  |  |  |  |  |  |  |  | 22 |  |  |  |  |  |  |  |  |  | 22 |
Stock repurchase |  |  | (0.5 | ) |  |  |  |  |  | (17 | ) |  |  | (28 | ) |  |  |  |  |  | (45 | )
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 52 |  |  |  |  |  |  | 52 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 23 |  |  |  | 23 |
Balance at March 31, 2025 |  |  | 66.9 |  |  |  | 0.1 |  |  |  | 2,067 |  |  |  | 512 |  |  |  | (225 | ) |  |  | 2,354 |
Net issuance under stock-based plans |  |  | 0.3 |  |  |  |  |  |  | — |  |  |  |  |  |  |  |  |  | — |
Stock-based compensation |  |  |  |  |  |  |  |  | 12 |  |  |  |  |  |  |  |  |  | 12 |
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 62 |  |  |  |  |  |  | 62 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 141 |  |  |  | 141 |
Balance at June 30, 2025 |  |  | 67.2 |  |  |  | 0.1 |  |  |  | 2,078 |  |  |  | 559 |  |  |  | (84 | ) |  |  | 2,553 |
Stock-based compensation |  |  |  |  |  |  |  |  | 12 |  |  |  |  |  |  |  |  |  | 12 |
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 74 |  |  |  |  |  |  | 74 |
Other comprehensive (loss) income |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (25 | ) |  |  | (25 | )
Balance at September 30, 2025 |  |  | 67.2 |  |  | $ | 0.1 |  |  | $ | 2,090 |  |  | $ | 618 |  |  | $ | (108 | ) |  | $ | 2,600 |

|  | Common Stock |  |  | Additional Paid-In |  |  | Retained |  |  | Accumulated Other Comprehensive |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | (Loss) Income |  |  | Equity |
Balance at December 31, 2023 |  |  | 66.9 |  |  | $ | 0.1 |  |  | $ | 2,195 |  |  | $ | 373 |  |  | $ | (96 | ) |  | $ | 2,472 |
Net issuance under stock-based plans |  |  | 0.2 |  |  |  |  |  |  | (9 | ) |  |  |  |  |  |  |  |  | (9 | )
Stock-based compensation |  |  |  |  |  |  |  |  | 15 |  |  |  |  |  |  |  |  |  | 15 |
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 15 |  |  |  |  |  |  | 15 |
Other comprehensive (loss) income |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (54 | ) |  |  | (54 | )
Balance at March 31, 2024 |  |  | 67.1 |  |  |  | 0.1 |  |  |  | 2,201 |  |  |  | 373 |  |  |  | (150 | ) |  |  | 2,424 |
Net issuance under stock-based plans |  |  | 0.2 |  |  |  |  |  |  | (2 | ) |  |  |  |  |  |  |  | $ | (2 | )
Stock-based compensation |  |  |  |  |  |  |  |  | 11 |  |  |  |  |  |  |  |  |  | 11 |
Purchase of capped calls related to Convertible Notes |  |  |  |  |  |  |  |  | (167 | ) |  |  |  |  |  |  |  |  | (167 | )
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 23 |  |  |  |  |  |  | 23 |
Other comprehensive (loss) income |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (40 | ) |  |  | (40 | )
Balance at June 30, 2024 |  |  | 67.3 |  |  |  | 0.1 |  |  |  | 2,042 |  |  |  | 381 |  |  |  | (190 | ) |  |  | 2,233 |
Net issuance under stock-based plans |  |  | — |  |  |  |  |  |  | (1 | ) |  |  |  |  |  |  |  |  | (1 | )
Stock-based compensation |  |  |  |  |  |  |  |  | 11 |  |  |  |  |  |  |  |  |  | 11 |
Cash dividend ($0.22 per common share) |  |  |  |  |  |  |  |  |  |  |  | (15 | ) |  |  |  |  |  | (15 | )
Comprehensive income (loss) (net of tax): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  |  |  |  |  |  |  |  |  |  | 62 |  |  |  |  |  |  | 62 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 107 |  |  |  | 107 |
Balance at September 30, 2024 |  |  | 67.3 |  |  | $ | 0.1 |  |  | $ | 2,053 |  |  | $ | 428 |  |  | $ | (83 | ) |  | $ | 2,398 |

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5

MKS INC.

CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

|  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |
Net income |  | $ | 188 |  |  | $ | 99 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 258 |  |  |  | 262 |
Unrealized (gain) loss on foreign currency and derivative instruments |  |  | (4 | ) |  |  | 2 |
Amortization of debt issuance costs and original issue discount |  |  | 20 |  |  |  | 23 |
Loss on extinguishment of debt |  |  | 8 |  |  |  | 52 |
Stock-based compensation |  |  | 46 |  |  |  | 37 |
Provision for excess and obsolete inventory |  |  | 37 |  |  |  | 41 |
Deferred income taxes |  |  | (125 | ) |  |  | (168 | )
Other |  |  | — |  |  |  | 5 |
Changes in operating assets and liabilities: |  |  |  |  |  |
Trade accounts receivable |  |  | 24 |  |  |  | (7 | )
Inventories |  |  | (54 | ) |  |  | 11 |
Other current and non-current assets |  |  | 12 |  |  |  | 17 |
Accounts payable |  |  | 31 |  |  |  | (21 | )
Current and non-current accrued compensation |  |  | 55 |  |  |  | (26 | )
Income taxes payable |  |  | 21 |  |  |  | 53 |
Other current and non-current liabilities |  |  | (14 | ) |  |  | (28 | )
Net cash provided by operating activities |  |  | 503 |  |  |  | 352 |
Cash flows from investing activities: |  |  |  |  |  |
Purchases of investments |  |  | (1 | ) |  |  | — |
Proceeds from sale of long-lived assets |  |  | 3 |  |  |  | 1 |
Purchases of property, plant and equipment |  |  | (98 | ) |  |  | (67 | )
Net cash used in investing activities |  |  | (96 | ) |  |  | (66 | )
Cash flows from financing activities: |  |  |  |  |  |
Repurchase of common stock |  |  | (45 | ) |  |  | — |
Proceeds from borrowing |  |  | — |  |  |  | 2,161 |
Payments of borrowings |  |  | (338 | ) |  |  | (2,198 | )
Purchase of capped calls related to Convertible Notes |  |  | — |  |  |  | (167 | )
Payments of deferred financing fees |  |  | — |  |  |  | (33 | )
Dividend payments |  |  | (44 | ) |  |  | (44 | )
Net payments related to employee stock awards |  |  | (6 | ) |  |  | (12 | )
Other financing activities |  |  | (4 | ) |  |  | (10 | )
Net cash used in financing activities |  |  | (437 | ) |  |  | (303 | )
Effect of exchange rate changes on cash and cash equivalents |  |  | 13 |  |  |  | 3 |
Decrease in cash and cash equivalents |  |  | (17 | ) |  |  | (14 | )
Cash and cash equivalents at beginning of period |  |  | 714 |  |  |  | 875 |
Cash and cash equivalents at end of period |  | $ | 697 |  |  | $ | 861 |
Supplemental noncash financing activities |  |  |  |  |  |
Right of use assets obtained in exchange for new finance lease liabilities |  | $ | 46 |  |  | $ | 12 |

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

6

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

(1)
Basis of P resentation

The terms “MKS” and the “Company” refer to MKS Inc., formerly known as MKS Instruments, Inc., and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The interim financial data as of September 30, 2025, and for the three and nine months ended September 30, 2025, are unaudited; however, in the opinion of MKS, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The condensed consolidated balance sheet presented as of December 31, 2024 has been derived from the consolidated audited financial statements as of that date. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the MKS Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, inventory valuation, warranty costs, pension plan valuations, stock-based compensation expense, intangible assets, goodwill, long-lived assets, income taxes and derivatives. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As a result of rounding, there may be immaterial differences in amounts presented and certain calculations may not sum to the total number expressed in each category or tie to a corresponding schedule.

The Company has three reportable segments: the Vacuum Solutions Division (“VSD”), the Photonics Solutions Division (“PSD”) and the Materials Solutions Division (“MSD”) as described in Note 15.

(2)
Accounting Policies and Recent Accounting Pronouncements

Government Incentives

The Company receives government incentives or grants for certain qualifying capital investments, research and development, and other activities as defined by the relevant government entities awarding the incentive. Such incentives provided by government entities are recognized when the Company has reasonable assurance that it will comply with the conditions of the incentive and the incentive will be received. The Company has elected to classify capital grants as a reduction to the carrying amount of the related asset and income grants as a reduction to the related expense.

The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (the “CHIPS Act”), signed into law on August 9, 2022, and the One Big Beautiful Bill Act (“OBBBA”), signed into law on July 4, 2025, offer various tax incentives and credits, including the Advanced Manufacturing Investment Credit (“AMIC”). The AMIC equals 25% of qualified investments made in an advanced manufacturing facility that is placed in service between January 1, 2023 and December 31, 2025. For qualified investments placed in service after December 31, 2025, the AMIC increases to 35% provided that construction begins before January 1, 2027. The Company expects to receive the AMIC in connection with ongoing expansion projects. As of September 30, 2025, the Company recorded $44 in other current assets related to the AMIC with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets in property, plant and equipment. The Company receives a benefit for the AMIC in the form of reduced depreciation expense, which is primarily recognized in cost of goods sold in the consolidated statement of operations, over the life of the manufacturing assets. During the three and nine months ended September 30, 2025, the benefit to depreciation expense from the AMIC was immaterial. The impact of the AMIC on the consolidated financial statements as of December 31, 2024 and for the three and nine months ended September 30, 2024 was immaterial.

Other government grants were not material for the three and nine months ended September 30, 2025 and 2024.

7

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. The Company is planning to apply ASU 2023-09 prospectively beginning with the period ending December 31, 2025. The Company is currently evaluating the impact on its consolidated financial statement disclosures; however, adoption will not impact its consolidated balance sheets, cash flows or income statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional disaggregated information about certain income statement expense line items in the notes to financial statements. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statement disclosures; however, adoption will not impact its consolidated balance sheets, cash flows or income statements.

(3)
Revenue from Contracts with Customers

Contract assets as of September 30, 2025 and December 31, 2024 were $41 and $30, respectively. The Company has elected to use the practical expedient and is not disclosing the remaining performance obligations related to deferred revenue and customer advances because these obligations generally have a duration of less than one year. A roll forward of the Company’s deferred revenue and customer advances was as follows:

|  | Nine Months Ended |
|  | September 30, 2025 |  |  | September 30, 2024 |
Beginning of period(1) |  | $ | 73 |  |  | $ | 79 |
Additions to deferred revenue and customer advances |  |  | 162 |  |  |  | 103 |
Amount of deferred revenue and customer advances recognized in income |  |  | (155 | ) |  |  | (110 | )
End of period(2) |  | $ | 80 |  |  | $ | 72 |

(1)
Beginning deferred revenue and customer advances balances as of January 1, 2025 included $71 of current deferred revenue and customer advances and $2 of long-term deferred revenue. Beginning deferred revenue and customer advances balances as of January 1, 2024 included $77 of current deferred revenue and customer advances and $2 of long-term deferred revenue.
(2)
Ending deferred revenue and customer advances balances as of September 30, 2025 included $77 of current deferred revenue and customer advances and $3 of long-term deferred revenue. Ending deferred revenue and customer advances balances as of September 30, 2024 included $70 of current deferred revenue and customer advances and $2 of long-term deferred revenue.

Revenue from certain custom products, including MSD plating equipment, and revenue from certain service contracts are recorded over time. Remaining product and services revenues are recorded at a point in time.

8

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers in the Company’s three end markets: Semiconductor, Electronics and Packaging, and Specialty Industrial.

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Semiconductor |  | $ | 415 |  |  | $ | 378 |  |  | $ | 1,261 |  |  | $ | 1,098 |
Electronics and Packaging |  |  | 289 |  |  |  | 231 |  |  |  | 809 |  |  |  | 669 |
Specialty Industrial |  |  | 284 |  |  |  | 287 |  |  |  | 828 |  |  |  | 885 |
Total net revenues |  | $ | 988 |  |  | $ | 896 |  |  | $ | 2,898 |  |  | $ | 2,652 |

Refer to Note 15 for revenue by reportable segment, geography and groupings of similar products.

(4)
Fair Value Measurements

In accordance with the provisions of fair value accounting, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments or securities or derivative contracts that are valued using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such assets and liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

9

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Assets and liabilities of the Company are measured at fair value on a recurring basis as of September 30, 2025, and are summarized as follows:

|  |  |  |  | Fair Value Measurements at Reporting Date Using |
Description |  | September 30, 2025 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 275 |  |  | $ | 275 |  |  | $ | — |  |  | $ | — |
Time deposits |  |  | 9 |  |  |  | — |  |  |  | 9 |  |  |  | — |
Equity securities |  |  | 3 |  |  |  | 3 |  |  |  | — |  |  |  | — |
Available-for-sale securities: |  |  |  |  |  |  |  |  |  |  |  |
Group insurance contracts |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | — |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange forward contracts |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  | — |
Interest rate swaps - current |  |  | 3 |  |  |  | — |  |  |  | 3 |  |  |  | — |
Interest rate swaps - non-current |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | — |
Pension and deferred compensation plan assets |  |  | 23 |  |  |  | — |  |  |  | 23 |  |  |  | — |
Total assets |  | $ | 326 |  |  | $ | 278 |  |  | $ | 48 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange forward contracts-current |  | $ | 1 |  |  | $ | — |  |  | $ | 1 |  |  | $ | — |
Interest rate swaps - current |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | — |
Total liabilities |  | $ | 7 |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |
Reported as follows: |  |  |  |  |  |  |  |  |  |  |  |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) |  | $ | 284 |  |  | $ | 275 |  |  | $ | 9 |  |  | $ | — |
Other current assets |  |  | 4 |  |  |  | — |  |  |  | 4 |  |  |  | — |
Total current assets |  | $ | 288 |  |  | $ | 275 |  |  | $ | 13 |  |  | $ | — |
Other assets |  | $ | 38 |  |  | $ | 3 |  |  | $ | 35 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Other current liabilities |  | $ | 7 |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |

(1)
The cash and cash equivalents amount presented in the table above does not include cash of $413 as of September 30, 2025.

10

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Assets and liabilities of the Company are measured at fair value on a recurring basis as of December 31, 2024, and are summarized as follows:

|  |  |  |  | Fair Value Measurements at Reporting Date Using |
Description |  | December 31, 2024 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 289 |  |  | $ | 289 |  |  | $ | — |  |  | $ | — |
Time deposits |  |  | 5 |  |  |  | — |  |  |  | 5 |  |  |  | — |
Equity securities |  |  | 1 |  |  |  | 1 |  |  |  | — |  |  |  | — |
Available-for-sale securities: |  |  |  |  |  |  |  |  |  |  |  |
Group insurance contracts |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | — |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange forward contracts |  |  | 9 |  |  |  | — |  |  |  | 9 |  |  |  | — |
Interest rate swaps - current |  |  | 3 |  |  |  | — |  |  |  | 3 |  |  |  | — |
Interest rate swaps - non-current |  |  | 35 |  |  |  | — |  |  |  | 35 |  |  |  | — |
Pension and deferred compensation plan assets |  |  | 22 |  |  |  | — |  |  |  | 22 |  |  |  | — |
Total assets |  | $ | 370 |  |  | $ | 290 |  |  | $ | 80 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange forward contracts-current |  | $ | 3 |  |  | $ | — |  |  | $ | 3 |  |  | $ | — |
Interest rate swaps - current |  |  | 4 |  |  |  | — |  |  |  | 4 |  |  |  | — |
Total liabilities |  | $ | 7 |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |
Reported as follows: |  |  |  |  |  |  |  |  |  |  |  |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents (1) |  | $ | 294 |  |  | $ | 289 |  |  | $ | 5 |  |  | $ | — |
Other current assets |  |  | 12 |  |  |  | — |  |  |  | 12 |  |  |  | — |
Total current assets |  | $ | 306 |  |  | $ | 289 |  |  | $ | 17 |  |  | $ | — |
Other assets |  | $ | 64 |  |  | $ | 1 |  |  | $ | 63 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Other current liabilities |  | $ | 7 |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |

(1)
The cash and cash equivalents amount presented in the table above does not include cash of $420 as of December 31, 2024.

Other Fair Value Disclosures

The estimated carrying value and fair value of the Company’s debt were as follows:

|  | September 30, 2025 |  |  | December 31, 2024 |
|  | Carrying Value |  |  | Fair Value |  |  | Carrying Value |  |  | Fair Value |
Term Loan Facility |  | $ | 2,989 |  |  | $ | 2,999 |  |  | $ | 3,249 |  |  | $ | 3,262 |
Convertible Notes |  |  | 1,400 |  |  |  | 1,538 |  |  |  | 1,400 |  |  |  | 1,357 |
Total |  | $ | 4,389 |  |  | $ | 4,537 |  |  | $ | 4,649 |  |  | $ | 4,619 |

The estimated fair value of the Company’s Term Loan Facility, as defined and further described in Note 8, was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of the Company’s Convertible Notes, as defined and further described in Note 8, was determined based on the last traded price of the Convertible Notes for the period ended September 30, 2025, and falls under Level 2 of the fair value hierarchy.

Money Market Funds

Money market funds are cash and cash equivalents and are classified within Level 1 of the fair value hierarchy.

11

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Pension and Deferred Compensation Plan Assets

The pension and deferred compensation plan assets represent investments in mutual funds, exchange traded funds, government securities and other time deposits. These investments are set aside for retirement benefits for employees of certain of the Company’s subsidiaries.

Derivatives

As a result of the Company’s global operating activities and variable interest rate borrowings, the Company is exposed to market risks from changes in foreign currency exchange rates and interest rates, which may adversely affect its operating results and financial position. When appropriate, the Company uses derivative financial instruments to minimize its exposure to risks from foreign currency exchange rate and interest rate fluctuations. The principal market in which the Company executes its foreign currency and interest rate contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants are typically large commercial banks. The contracts are valued using broker quotations or market transactions.

(5)
Derivatives and Net Investment Hedge

Foreign Exchange Forward Contracts

The Company hedges a portion of its forecasted foreign currency-denominated intercompany sales of inventory and certain of its foreign subsidiaries’ operating expenses, over a maximum period of twenty-four months, using foreign exchange forward contracts accounted for as cash-flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are not included in current earnings but are included in other comprehensive income (“OCI”) in stockholders’ equity. These changes in fair value will subsequently be reclassified into earnings as applicable, when the forecasted transaction occurs. To the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. The cash flows resulting from foreign exchange forward contracts are classified in the condensed consolidated statements of cash flows as part of cash flows from operating activities.

The Company also enters into foreign exchange forward contracts to hedge against certain monetary asset and liability accounts on the condensed consolidated balance sheet to mitigate the risk associated with certain foreign currency transactions in the ordinary course of business. These derivatives are not designated as cash flow hedging instruments and gains or losses from these derivatives are recorded immediately in other expense (income), net.

The following table summarizes the net notional values of foreign exchange forward contracts outstanding:

|  | September 30, 2025 |  |  | December 31, 2024 |
Designated as cash flow hedging instruments: |  |  |  |  |  |
Foreign exchange forward contracts - cash flow hedges |  | $ | 21 |  |  | $ | 74 |
Not designated as cash flow hedging instruments: |  |  |  |  |  |
Foreign exchange forward contracts - balance sheet hedges |  | $ | 216 |  |  | $ | 154 |

As of September 30, 2025, the Canadian dollar and South Korean won were the largest notional contracts designated as cash flow hedging instruments. As of December 31, 2024, the Japanese yen and South Korean won were the largest notional contracts designated as cash flow hedging instruments.

As of September 30, 2025, the Chinese yuan, British pound and New Taiwan dollar were the largest notional contracts for balance sheet hedges not designated as cash flow hedging instruments. As of December 31, 2024, the Chinese yuan and British pound were the largest notional contracts for balance sheet hedges not designated as cash flow hedging instruments.

Net Investment Hedge

On January 1, 2023, the Company designated certain Euro-denominated debt as a net investment hedge to hedge a portion of its net investments in certain of its entities with functional currencies denominated in the Euro. On January 22, 2024, the Company prepaid its USD Tranche A in full using, in part, a €250 incremental borrowing under its Euro Tranche B, each as defined and further described in Note 8. On January 22, 2024, the Company designated the additional €250 of its Euro Tranche B as a net investment hedge. As of September 30, 2025, the total principal amount outstanding under its Euro

12

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Tranche B was €589 and the entire balance was designated as a net investment hedge. As of December 31, 2024, the total principal amount outstanding under its Euro Tranche B was €596 and the entire balance was designated as a net investment hedge. For these net investment hedges, the Company records foreign currency remeasurement gains and losses within a component of OCI. Recognition in earnings of amounts previously recorded in accumulated OCI is limited to circumstances such as complete or substantially complete liquidation or sale of the net investment in the hedged foreign operations.

Interest Rate Agreements

The Company has various interest rate swap agreements, which are cash-flow hedges, maturing through January 31, 2029, that exchange a one-month forward-looking term rate based on the variable secured overnight financing rate (“Term SOFR”) paid on the outstanding balance of its USD Term Loan Facility, as defined and further described in Note 8, to a fixed rate. The notional value of the agreements was $1,900 and $2,600 as of September 30, 2025 and December 31, 2024, respectively. The Company acquired USD London Interbank Offered Rate interest rate cap agreements as a result of its acquisition of Atotech Limited (“Atotech”) on August 17, 2022 (the “Atotech Acquisition”), and utilized these agreements to offset Term SOFR on its Term Loan Facility. The interest rate cap agreements expired on January 31, 2024.

The interest rate swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized in OCI. To the extent these arrangements are no longer effective hedges, the hedging relationship will be discontinued and changes in the fair value of the hedging instruments from the last assessment period that were effective up to the current period will be recorded immediately in earnings. Amounts previously recorded in OCI will remain in OCI and will be reclassified to earnings when the interest payments impact consolidated earnings. If the Company determines that the interest payments are unlikely to occur, amounts previously recorded in OCI will be reclassified to earnings immediately. Changes in the fair value of interest rate caps were recorded immediately in earnings, as the Company did not designate these instruments as hedges and therefore these instruments did not qualify for hedge accounting. The cash flows resulting from interest rate agreements were classified in cash flows from operating activities in the condensed consolidated statements of cash flows.

The following table summarizes the net (losses) gains on derivatives designated as cash flow hedging instruments:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Foreign exchange forward contracts-cash flow hedges: |  |  |  |  |  |  |  |  |  |  |  |
Net (losses) gains recognized in OCI, net of tax |  | $ | — |  |  | $ | (7 | ) |  | $ | (4 | ) |  | $ | 1 |
Net gains (losses) reclassified from accumulated OCI into cost of revenues |  | $ | — |  |  | $ | 3 |  |  | $ | 4 |  |  | $ | 5 |
Interest rate hedges: |  |  |  |  |  |  |  |  |  |  |  |
Net (losses) gains recognized in OCI, net of tax |  | $ | (2 | ) |  | $ | (52 | ) |  | $ | (24 | ) |  | $ | (28 | )
Net gains (losses) reclassified from accumulated OCI into interest expense |  | $ | 5 |  |  | $ | 16 |  |  | $ | 17 |  |  | $ | 49 |

The Company expects an immaterial amount to be reclassified from accumulated OCI into cost of revenues during the next 12 months related to foreign exchange forward contracts. The Company expects a net gain of approximately $4 to be reclassified from accumulated OCI into interest expense during the next 12 months related to interest rate hedges.

The following table summarizes the net (losses) gains on derivatives not designated as hedging instruments:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net gains (losses) recognized in other expense (income), net |  | $ | 1 |  |  | $ | 1 |  |  | $ | (4 | ) |  | $ | (2 | )

The interest rate caps resulted in a reduction of $3 to interest expense in the nine months ended September 30, 2024.

Derivative instruments are subject to master netting arrangements. However, the Company has elected to record these contracts on a gross basis in the condensed consolidated balance sheet. The location and fair value amounts of derivative instruments reported in the condensed consolidated balance sheet is disclosed in Note 4.

13

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

(6)
Inventories

Inventories consist of the following:

|  | September 30, 2025 |  |  | December 31, 2024 |
Raw materials |  | $ | 632 |  |  | $ | 618 |
Work-in-process |  |  | 114 |  |  |  | 97 |
Finished goods |  |  | 188 |  |  |  | 178 |
Total |  | $ | 934 |  |  | $ | 893 |

(7)
Goodwill and Intangible Assets

Goodwill

Effective January 1, 2025, the Company reassigned goodwill to certain reporting units within PSD resulting from a reorganization of the business. The goodwill was reassigned to the new reporting units using the relative fair value approach. The Company also concluded that the fair value of each reporting unit immediately before and after the reorganization exceeded its respective carrying value.

Goodwill associated with each of the Company’s reportable segments was as follows:

|  | VSD |  |  | PSD |  |  | MSD |  |  | Total |
Reportable segment: |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill at December 31, 2024 |  | $ | 358 |  |  | $ | 1,003 |  |  | $ | 2,951 |  |  | $ | 4,312 |
Foreign currency translation adjustments |  |  | — |  |  |  | 9 |  |  |  | 75 |  |  |  | 84 |
Gross goodwill at September 30, 2025 |  |  | 358 |  |  |  | 1,012 |  |  |  | 3,026 |  |  |  | 4,396 |
Accumulated goodwill impairment at December 31, 2024 |  |  | (141 | ) |  |  | (390 | ) |  |  | (1,302 | ) |  |  | (1,833 | )
Impairment charge |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Accumulated goodwill impairment at September 30, 2025 |  |  | (141 | ) |  |  | (390 | ) |  |  | (1,302 | ) |  |  | (1,833 | )
Goodwill, net of accumulated impairment and foreign currency translation adjustments at September 30, 2025 |  | $ | 217 |  |  | $ | 622 |  |  | $ | 1,724 |  |  | $ | 2,563 |

Intangible Assets

The Company’s intangible assets were comprised of the following:

As of September 30, 2025 |  | Gross |  |  | Accumulated Impairment Charges |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net |
Completed technology |  | $ | 1,268 |  |  | $ | (152 | ) |  | $ | (563 | ) |  | $ | (5 | ) |  | $ | 548 |
Customer relationships |  |  | 2,072 |  |  |  | (1 | ) |  |  | (585 | ) |  |  | (10 | ) |  |  | 1,476 |
Patents, trademarks, trade names and other |  |  | 381 |  |  |  | (63 | ) |  |  | (139 | ) |  |  | (7 | ) |  |  | 172 |
|  | $ | 3,721 |  |  | $ | (216 | ) |  | $ | (1,287 | ) |  | $ | (22 | ) |  | $ | 2,196 |

As of December 31, 2024 |  | Gross |  |  | Accumulated Impairment Charges |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net |
Completed technology |  | $ | 1,268 |  |  | $ | (152 | ) |  | $ | (496 | ) |  | $ | (31 | ) |  | $ | 589 |
Customer relationships |  |  | 2,072 |  |  |  | (1 | ) |  |  | (477 | ) |  |  | (86 | ) |  |  | 1,508 |
Patents, trademarks, trade names and other |  |  | 381 |  |  |  | (63 | ) |  |  | (130 | ) |  |  | (13 | ) |  |  | 175 |
|  | $ | 3,721 |  |  | $ | (216 | ) |  | $ | (1,103 | ) |  | $ | (130 | ) |  | $ | 2,272 |

14

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Aggregate amortization expense related to acquired intangible assets was $184 for both the nine months ended September 30, 2025 and 2024.

Aggregate amortization expense related to acquired intangible assets for future years is as follows:

Year |  | Amount |
2025 (remaining) |  | $ | 63 |
2026 |  |  | 247 |
2027 |  |  | 246 |
2028 |  |  | 246 |
2029 |  |  | 243 |
2030 |  |  | 237 |
Thereafter |  |  | 858 |

The Company excluded from the above table intangible assets of $56 of indefinite-lived trademarks and trade names, which were not subject to amortization.

(8)
Debt

The Company’s outstanding debt was as follows:

|  | September 30, 2025 |  |  | December 31, 2024 |
Short-term debt: |  |  |  |  |  |
Term Loan Facility |  | $ | 51 |  |  | $ | 50 |
Long-term debt: |  |  |  |  |  |
Term Loan Facility |  | $ | 2,938 |  |  | $ | 3,199 |
Debt issuance costs - Term Loan Facility |  |  | (62 | ) |  |  | (85 | )
Term Loan Facility, net |  |  | 2,876 |  |  |  | 3,114 |
Convertible Notes |  |  | 1,400 |  |  |  | 1,400 |
Debt issuance costs - Convertible Notes |  |  | (23 | ) |  |  | (26 | )
Convertible Notes, net |  |  | 1,377 |  |  |  | 1,374 |
Total long-term debt, net |  | $ | 4,253 |  |  | $ | 4,488 |

Credit Facilities

In connection with the completion of the Atotech Acquisition, on August 17, 2022 (the “Effective Date”) the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior secured term loan facility comprised of three tranches: a $1,000 loan (as further refinanced and otherwise modified as described herein, the “USD Tranche A”), a $3,600 loan (as further refinanced and otherwise modified as described herein, the “USD Tranche B”) and a €600 loan (as further refinanced and otherwise modified as described herein, the “Euro Tranche B” and together with the USD Tranche A and the USD Tranche B, the “Term Loan Facility”), each of which were borrowed in full on the Effective Date, and (ii) a senior secured revolving credit facility of $500 (as further increased and otherwise modified as described herein, the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions. The proceeds of the Term Loan Facility were used on the Effective Date, among other things, to fund a portion of the consideration payable in connection with the Atotech Acquisition and to refinance the existing term loan and revolving credit facilities of the Company and certain indebtedness of Atotech. The Company has entered into five amendments to the Credit Agreement since the Effective Date (as amended, the “Amended Credit Agreement”), including most recently the Fifth Amendment (as defined below).

As of September 30, 2025, after giving effect to all amendments and repayments prior to such date, the Amended Credit Agreement provided for (i) the Term Loan Facility comprised of two tranches: the USD Tranche B in an outstanding principal amount of $2,298 and the Euro Tranche B in an outstanding principal amount of €589 and (ii) the Revolving Facility with aggregate commitments of $675.

15

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

As of September 30, 2025, borrowings under the Credit Facilities bore interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the Revolving Facility and the USD Tranche B, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on Term SOFR (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%; and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50% and (II) with respect to the Revolving Facility, 0.0%; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%. As of September 30, 2025, the applicable margins for borrowings under the Credit Facilities were (i) under the USD Tranche B, 1.00% with respect to base rate borrowings and 2.00% with respect to Term SOFR borrowings, (ii) under the Euro Tranche B, 2.50% and (iii) under the Revolving Facility, 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings.

In addition to paying interest on outstanding principal under the Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the Revolving Facility. The commitment fee is subject to adjustment based on the Company’s first lien net leverage ratio as of the end of the preceding fiscal quarter. The Company must also pay customary letter of credit fees and agency fees. As of September 30, 2025, the commitment fee was 0.25% per annum.

On January 24, 2025, the Company entered into the Fifth Amendment to Credit Agreement (the “Fifth Amendment”), pursuant to which the Company (i) refinanced its existing USD Tranche B loan and Euro Tranche B loan with a new $2,529 USD Tranche B loan and a new €596 Euro Tranche B loan, (ii) decreased the applicable margin for the USD Tranche B from 2.25% to 2.00% with respect to Term SOFR borrowings and from 1.25% to 1.00% with respect to base rate borrowings and (iii) decreased the applicable margin for the Euro Tranche B from 2.75% to 2.50%. The repriced USD Tranche B loan and Euro Tranche B loan were issued without original issue discount. In connection with the execution of the Fifth Amendment, the Company paid customary fees and expenses to JPMorgan Chase Bank, N.A.

On January 24, 2025, concurrently with the effectiveness of the Fifth Amendment, the Company made a voluntary prepayment of $100 principal amount to the USD Tranche B loan.

On each of June 27, 2025, August 1, 2025 and October 29, 2025, the Company made an additional voluntary prepayment of $100 principal amount to the USD Tranche B loan.

Under the Amended Credit Agreement, the Company is required to prepay outstanding term loans, subject to certain exceptions, with portions of its annual excess cash flow as well as with the net cash proceeds of certain of its asset sales, certain casualty and condemnation events and the incurrence or issuances of certain debt. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Revolving Facility exceeds the aggregate commitments under the Revolving Facility, the Company is required to repay outstanding loans and/or cash collateralize letters of credit, with no reduction of the commitment amount.

The Company may voluntarily prepay outstanding loans under the Credit Facilities from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Term SOFR or EURIBOR loans; provided, however, that subject to certain exceptions, if on or prior to the date that is six months after the Fifth Amendment Effective Date, the Company prepays any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction, the Company must pay a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid. Additionally, the Company may voluntarily reduce the unutilized portion of the commitment amount under the Revolving Facility.

The Company is required to make scheduled quarterly payments each equal to approximately $10 with respect to the USD Tranche B and approximately €2 with respect to the Euro Tranche B, in each case with the balance due thereunder on the seventh anniversary of the Effective Date. There is no scheduled amortization under the Revolving Facility. Any principal amount outstanding under the Revolving Facility is due and payable in full on the fifth anniversary of the Effective Date.

All obligations under the Credit Facilities are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries and are required to be guaranteed by certain of the Company’s future wholly-owned domestic subsidiaries, and are secured by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.

The USD Tranche B and the Euro Tranche B are not subject to financial maintenance covenants.

16

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

The Amended Credit Agreement contains customary representations and warranties, covenants and provisions relating to events of default. If an event of default occurs, the lenders under the Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Facilities and all actions permitted to be taken by a secured creditor. As of September 30, 2025, the Company was in compliance with all covenants under the Amended Credit Agreement.

As of September 30, 2025, the weighted average interest rate of the Term Loan Facility was 5.8%. The Revolving Facility has a maturity date in August 2027 while the USD Tranche B and Euro Tranche B have a maturity date in August 2029. As of September 30, 2025, there were no borrowings under the Revolving Facility.

Convertible Notes

On May 16, 2024, the Company completed a private offering of $1,400 aggregate principal amount of its convertible senior notes due 2030 (the “Convertible Notes”).

The net proceeds from the offering were approximately $1,374 after deducting the initial purchasers’ discounts and commissions and estimated offering expenses paid by the Company. The Company used approximately $167 of the net proceeds from the offering to pay the cost of the capped call transactions described below. The Company used the remaining net proceeds from the offering to repay approximately $1,206 in borrowings outstanding under the USD Tranche B, together with accrued interest, as well as for general corporate purposes. As a result of the repayment, the Company recorded a $38 loss on extinguishment of debt in the three months ended June 30, 2024.

Indenture and the Convertible Notes

On May 16, 2024, the Company entered into an indenture (the “Indenture”) with respect to the Convertible Notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Under the Indenture, the Convertible Notes are senior unsecured obligations of the Company and bear interest at a coupon rate of 1.25% per annum, with interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Convertible Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased in accordance with their terms.

Subject to certain conditions, on or after June 5, 2027, the Company may redeem for cash all or any portion of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the date the notice of redemption is sent.

The conversion rate for the Convertible Notes is initially 6.4799 shares of the Company’s common stock per one thousand dollars principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $154.32 per share. The conversion rate is subject to adjustment upon the occurrence of certain events.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Prior to March 1, 2030, noteholders may convert all or any portion of their Convertible Notes only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.

If the Company undergoes a fundamental change (as defined in the Indenture) prior to the maturity date of the Convertible Notes, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default that are occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable.

17

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

As of September 30, 2025, the Convertible Notes were classified as a long-term liability, net of issuances costs, on the condensed consolidated balance sheet. The Convertible Notes were issued at par and costs associated with the issuance of the Convertible Notes are amortized to interest expense over the contractual term of the Convertible Notes. As of September 30, 2025, the effective interest rate of the Convertible Notes was 1.56%.

Capped Call Transactions

On May 13, 2024, in connection with the pricing of the Convertible Notes, and on May 14, 2024, in connection with the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Convertible Notes or their respective affiliates and other financial institutions. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of any Convertible Notes and/or offset any cash payments that the Company is required to make in excess of the principal amount of any converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $237.42 per share, which represents a premium of 100% over the last reported sale price of $118.71 per share of the Company’s common stock on The Nasdaq Global Select Market on May 13, 2024, and is subject to customary adjustments under the terms of the capped call transactions.

The Company evaluated the capped call transactions and determined that they should be accounted for separately from the Convertible Notes. The cost of $167 to purchase the capped call transactions was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheet as the capped call transactions are indexed to the Company’s own stock and met the criteria to be classified in stockholders' equity.

The Company’s interest expense was as follows:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Term Loan Facility: |  |  |  |  |  |  |  |  |  |  |  |
Contractual interest expense |  | $ | 46 |  |  | $ | 67 |  |  | $ | 144 |  |  | $ | 244 |
Amortization of debt issuance costs as interest expense |  |  | 5 |  |  |  | 6 |  |  |  | 15 |  |  |  | 20 |
Total interest expense on Term Loan Facility |  | $ | 51 |  |  | $ | 73 |  |  | $ | 159 |  |  | $ | 264 |
Convertible Notes: |  |  |  |  |  |  |  |  |  |  |  |
Contractual interest expense |  | $ | 4 |  |  | $ | 4 |  |  | $ | 13 |  |  | $ | 7 |
Amortization of debt issuance costs as interest expense |  |  | 1 |  |  |  | 1 |  |  |  | 3 |  |  |  | 2 |
Total interest expense on Convertible Notes |  | $ | 5 |  |  | $ | 5 |  |  | $ | 16 |  |  | $ | 9 |
Other interest (income) expense, net (1) |  | $ | (3 | ) |  | $ | (14 | ) |  | $ | (13 | ) |  | $ | (43 | )
Total interest expense |  | $ | 53 |  |  | $ | 64 |  |  | $ | 162 |  |  | $ | 230 |

(1)
Other interest (income) expense, net primarily consists of interest (income) expense related to the Company’s interest rate swap and interest rate cap agreements.

Lines of Credit and Borrowing Arrangements

Certain of the Company’s 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 as of September 30, 2025 and December 31, 2024 of up to an equivalent of $13 and $19, respectively. There were no borrowings outstanding under these arrangements at September 30, 2025 and December 31, 2024.

Contractual maturities of the Company’s debt obligations as of September 30, 2025 are as follows:

Year |  | Amount |
2025 (remaining) |  | $ | 13 |
2026 |  |  | 51 |
2027 |  |  | 51 |
2028 |  |  | 51 |
2029 |  |  | 2,823 |
2030 |  |  | 1,400 |

18

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

(9)
Product Warranties

The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. The Company’s warranty obligations are affected by shipment volume, product failure rates, utilization levels, material usage and supplier warranties on parts delivered to the Company. Should actual product failure rates, utilization levels, material usage, or supplier warranties on parts differ from the Company’s estimates, revisions to the estimated warranty liability would be required. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers.

Product warranty activities were as follows:

|  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |
Beginning of period |  | $ | 22 |  |  | $ | 22 |
Provision for product warranties |  |  | 20 |  |  |  | 18 |
Charges to warranty liability |  |  | (17 | ) |  |  | (18 | )
End of period |  | $ | 25 |  |  | $ | 22 |

Short-term product warranties of $18 and long-term product warranties of $7, each as of September 30, 2025, are included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet. Short-term product warranties of $14 and long-term product warranties of $8, each as of September 30, 2024, are included within other current liabilities and other non-current liabilities, respectively, within the accompanying condensed consolidated balance sheet.

(10)
Other Current Liabilities

Other current liabilities consisted of the following:

|  | September 30, 2025 |  |  | December 31, 2024 |
Accrued compensation and other employee-related obligations |  | $ | 180 |  |  | $ | 124 |
Deferred revenue and customer advances |  |  | 77 |  |  |  | 71 |
Income taxes payable |  |  | 61 |  |  |  | 64 |
Lease liabilities |  |  | 31 |  |  |  | 31 |
Other |  |  | 104 |  |  |  | 94 |
Total other current liabilities |  | $ | 453 |  |  | $ | 384 |

(11)
Income Taxes

The Company’s effective tax rates for the three and nine months ended September 30, 2025 were 12.3% and 12.7%, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2025 were lower than the U.S. statutory tax rate primarily due to the U.S. deduction for foreign derived intangible income (“FDII”) and research and development tax credits, partially offset by foreign withholding taxes and a waiver of deductions related to U.S. base erosion payments.

The Company’s effective tax rates for the three and nine months ended September 30, 2024 were (4.0%) and 1.2%, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2024 were lower than the U.S. statutory tax rate primarily due to a tax benefit related to the Company’s earnings mix, an increase in the U.S. deduction for FDII and a one-time increase in research and development tax credits due to the Company’s filing of prior year amended returns for years 2020 and 2021, partially offset by an expected increase in foreign withholding taxes and a waiver of deductions related to U.S. base erosion payments.

On July 4, 2025, the OBBBA was enacted into law. The OBBBA includes changes to the U.S. tax code, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These changes to the U.S. tax code

19

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

have not had a material impact on the Company’s results since the enactment of OBBBA and the Company does not anticipate these changes to the U.S. tax code will have a material impact on its results in future periods.

(12)
Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 74 |  |  | $ | 62 |  |  | $ | 188 |  |  | $ | 99 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Shares used in net income per common share - basic |  |  | 67.3 |  |  |  | 67.4 |  |  |  | 67.3 |  |  |  | 67.2 |
Effect of dilutive securities |  |  | 0.3 |  |  |  | 0.2 |  |  |  | 0.3 |  |  |  | 0.3 |
Shares used in net income per common share - diluted |  |  | 67.6 |  |  |  | 67.6 |  |  |  | 67.6 |  |  |  | 67.5 |
Net income per common share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 1.10 |  |  | $ | 0.92 |  |  | $ | 2.79 |  |  | $ | 1.48 |
Diluted |  | $ | 1.10 |  |  | $ | 0.92 |  |  | $ | 2.78 |  |  | $ | 1.47 |

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted net income per common share is computed by dividing the diluted net income available to common stockholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. The dilutive effect of equity awards is calculated based on the average stock price for the relevant period, using the treasury stock method. In periods in which a net loss is recognized, the impact of restricted stock units (“RSUs”) is not included as they are antidilutive. The dilutive effect of the Convertible Notes is calculated under the if-converted method.

For the nine months ended September 30, 2025, there were 0.2 RSUs that were antidilutive and excluded from the computation of diluted weighted-average shares. For each of the three months ended September 30, 2025 and September 30, 2024 and for the nine months ended September 30, 2024, the Company had an immaterial quantity of RSUs that were antidilutive and excluded from the computation of diluted weighted-average shares. Shares of common stock that would have been issued if the Convertible Notes had been converted are not included in the calculation of diluted net income per common share as the Company’s share price during these periods was below the initial conversion price and inclusion would be antidilutive.

(13)
Stock-Based Compensation

Equity Incentive Plans

Stock-based awards include (i) time-based RSUs, (ii) performance-based RSUs based on the achievement of adjusted EBITDA targets, (iii) performance-based RSUs based on the Company’s total stockholder return relative to a group of peers over a three-year performance period and (iv) employee stock purchase plan rights. The Company grants RSUs to employees and directors under the 2022 Stock Incentive Plan and issues shares of common stock under the 2014 Employee Stock Purchase Plan pursuant to its employee stock purchase program.

The following tables present the activity for the RSUs:

|  | Nine Months Ended September 30, 2025 |
|  | Quantity |  |  | Weighted Average Grant Date Fair Value Per Share |
Beginning of period |  |  | 0.9 |  |  | $ | 104.83 |
Granted |  |  | 0.7 |  |  | $ | 77.06 |
Vested or forfeited |  |  | (0.4 | ) |  | $ | 102.69 |
End of period |  |  | 1.2 |  |  | $ | 88.93 |

20

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

|  | Nine Months Ended September 30, 2024 |
|  | Quantity |  |  | Weighted Average Grant Date Fair Value Per Share |
Beginning of period |  |  | 1.0 |  |  | $ | 98.36 |
Granted |  |  | 0.5 |  |  | $ | 122.18 |
Vested or forfeited |  |  | (0.5 | ) |  | $ | 107.30 |
End of period |  |  | 1.0 |  |  | $ | 104.49 |

Stock-Based Compensation Expense

The pre-tax effect of stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Cost of revenues |  | $ | 1 |  |  | $ | 2 |  |  | $ | 4 |  |  | $ | 5 |
Research and development expense |  |  | 2 |  |  |  | 2 |  |  |  | 5 |  |  |  | 5 |
Selling, general and administrative expense |  |  | 9 |  |  |  | 7 |  |  |  | 37 |  |  |  | 27 |
Total pre-tax stock-based compensation expense |  | $ | 12 |  |  | $ | 11 |  |  | $ | 46 |  |  | $ | 37 |

(14)
Stockholders’ Equity

Share Repurchase Program

On July 25, 2011, the Company’s Board of Directors approved a share repurchase program for the repurchase of up to an aggregate of $200 of its outstanding common stock from time to time in open market purchases, privately negotiated transactions or through other appropriate means. The timing and quantity of any shares repurchased will depend upon a variety of factors, including business conditions, stock market conditions and business development activities, including, but not limited to, merger and acquisition opportunities. These repurchases may be commenced, suspended or discontinued at any time without prior notice. Any repurchased shares are held by the Company as authorized but unissued shares.

During the nine months ended September 30, 2025, the Company repurchased approximately 0.5 shares of its common stock for total consideration of $45. During the three months ended September 30, 2025 and the three and nine months ended September 30, 2024, there were no repurchases of common stock. T he Company has repurchased approximately 3.1 shares of common stock for approximately $172 pursuant to the program since its adoption.

Cash 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. During each of the first three quarters of 2025 and 2024, the Company’s Board of Directors declared a cash dividend of $0.22 per share, each of which totaled $44 for both the nine months ended September 30, 2025 and 2024.

On November 3, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.22 per share to be paid on December 5, 2025 to stockholders of record as of November 24, 2025.

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.

21

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

(15)
Business Segment, Geographic Area and Product Information

Reportable Segments and Products

The Company’s Chief Operating Decision Maker (the “CODM”), which is the Company’s Chief Executive Officer, utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company, which is used in the decision-making process to assess performance. T he Company has a diverse base of customers across its three end markets, semiconductor, electronics and packaging, and specialty industrial. Segment gross margin is the primary measure used by the CODM to assess segment performance and allocate resources. Gross margin, among other measures, is utilized when making decisions about capital and personnel allocations across segments.

The Company has three reportable segments, VSD, PSD and MSD as described below.

VSD delivers foundational technology solutions for semiconductor manufacturing, electronics and packaging, and specialty industrial applications. VSD products are derived from the Company’s core competencies in vacuum technologies, including pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, and fiber optic temperature and position sensing.

PSD provides a broad range of solutions for semiconductor manufacturing, electronics and packaging, and specialty industrial applications. PSD products include lasers, beam measurement and profiling, precision motion control, vibration isolation systems, photonics instruments, opto-mechanical components, optical elements, laser-based systems for flexible printed circuit board (“PCB”) laser processing, laser-based systems for high-density interconnect PCB and package substrate manufacturing.

MSD develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Applying a comprehensive systems-and-solutions approach, MSD’s portfolio includes chemistry, equipment and services for innovative and high-technology applications in the electronics and packaging and specialty industrial markets.

The Company derives its segment results directly from the manner in which results are reported in its management reporting system. The accounting policies that the Company uses to derive reportable segment results are substantially the same as those used for external reporting purposes. The Company groups its product offerings by its reportable segments, VSD, PSD, and MSD. For each reportable segment, the Company also provides services relating to the maintenance and repair of its products, installation services and training. Unallocated corporate expenses represent those costs not specifically related to the operations of each segment and are managed separately at the corporate level and primarily relate to labor costs of global functions such as supply chain, quality control and operations.

The following tables set forth the details of gross profit by reportable segment and the reconciliation to income before income taxes:

22

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

|  | Three Months Ended September 30, 2025 |
|  | VSD |  |  | PSD |  |  | MSD |  |  | Total |
Product |  | $ | 313 |  |  | $ | 208 |  |  | $ | 339 |  |  | $ | 860 |
Services |  |  | 73 |  |  |  | 41 |  |  |  | 14 |  |  |  | 128 |
Revenues by segment |  |  | 386 |  |  |  | 249 |  |  |  | 353 |  |  |  | 988 |
Total cost of revenues (exclusive of amortization shown separately below)(1) |  |  | 223 |  |  |  | 141 |  |  |  | 160 |  |  |  | 524 |
Segment gross profit |  |  | 163 |  |  |  | 108 |  |  |  | 193 |  |  |  | 464 |
Segment gross profit percentage |  |  | 42.2 | % |  |  | 43.7 | % |  |  | 54.6 | % |  |  | 46.6 | %
Reconciliation to income before income taxes |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  |  |  |  |  |  |  |  |  |  | 76 |
Selling, general and administrative |  |  |  |  |  |  |  |  |  |  |  | 180 |
Restructuring and other |  |  |  |  |  |  |  |  |  |  |  | 4 |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  | 63 |
Unallocated corporate expenses |  |  |  |  |  |  |  |  |  |  |  | 3 |
Income from operations |  |  |  |  |  |  |  |  |  |  |  | 138 |
Interest income |  |  |  |  |  |  |  |  |  |  |  | (3 | )
Interest expense |  |  |  |  |  |  |  |  |  |  |  | 53 |
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  | 2 |
Other expense (income), net |  |  |  |  |  |  |  |  |  |  |  | 2 |
Income before income taxes |  |  |  |  |  |  |  |  |  |  | $ | 84 |

|  | Three Months Ended September 30, 2024 |
|  | VSD |  |  | PSD |  |  | MSD |  |  | Total |
Product |  | $ | 283 |  |  | $ | 209 |  |  | $ | 284 |  |  | $ | 776 |
Services |  |  | 62 |  |  |  | 42 |  |  |  | 16 |  |  |  | 120 |
Revenues by segment |  |  | 345 |  |  |  | 251 |  |  |  | 300 |  |  |  | 896 |
Total cost of revenues (exclusive of amortization shown separately below)(1) |  |  | 194 |  |  |  | 139 |  |  |  | 129 |  |  |  | 462 |
Segment gross profit |  |  | 151 |  |  |  | 112 |  |  |  | 171 |  |  |  | 434 |
Segment gross profit percentage |  |  | 43.7 | % |  |  | 44.9 | % |  |  | 57.0 | % |  |  | 48.2 | %
Reconciliation to income before income taxes |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  |  |  |  |  |  |  |  |  |  | 70 |
Selling, general and administrative |  |  |  |  |  |  |  |  |  |  |  | 167 |
Acquisition and integration costs |  |  |  |  |  |  |  |  |  |  |  | 3 |
Restructuring and other |  |  |  |  |  |  |  |  |  |  |  | 1 |
Fees and expenses related to amendments to the Term Loan Facility |  |  |  |  |  |  |  |  |  |  |  | 2 |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  | 61 |
Unallocated corporate expenses |  |  |  |  |  |  |  |  |  |  |  | 2 |
Income from operations |  |  |  |  |  |  |  |  |  |  |  | 128 |
Interest income |  |  |  |  |  |  |  |  |  |  |  | (6 | )
Interest expense |  |  |  |  |  |  |  |  |  |  |  | 64 |
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  | 5 |
Other expense (income), net |  |  |  |  |  |  |  |  |  |  |  | 5 |
Income before income taxes |  |  |  |  |  |  |  |  |  |  | $ | 60 |

23

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

|  | Nine Months Ended September 30, 2025 |
|  | VSD |  |  | PSD |  |  | MSD |  |  | Total |
Product |  | $ | 966 |  |  | $ | 638 |  |  | $ | 924 |  |  | $ | 2,528 |
Services |  |  | 213 |  |  |  | 118 |  |  |  | 39 |  |  |  | 370 |
Revenues by segment |  |  | 1,179 |  |  |  | 756 |  |  |  | 963 |  |  |  | 2,898 |
Total cost of revenues (exclusive of amortization shown separately below)(1) |  |  | 664 |  |  |  | 428 |  |  |  | 439 |  |  |  | 1,531 |
Segment gross profit |  |  | 515 |  |  |  | 328 |  |  |  | 524 |  |  |  | 1,367 |
Segment gross profit percentage |  |  | 43.7 | % |  |  | 43.4 | % |  |  | 54.3 | % |  |  | 46.9 | %
Reconciliation to income before income taxes |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  |  |  |  |  |  |  |  |  |  | 222 |
Selling, general and administrative |  |  |  |  |  |  |  |  |  |  |  | 539 |
Restructuring and other |  |  |  |  |  |  |  |  |  |  |  | 26 |
Fees and expenses related to amendments to the Term Loan Facility |  |  |  |  |  |  |  |  |  |  |  | 2 |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  | 184 |
Unallocated corporate expenses |  |  |  |  |  |  |  |  |  |  |  | 9 |
Income from operations |  |  |  |  |  |  |  |  |  |  |  | 385 |
Interest income |  |  |  |  |  |  |  |  |  |  |  | (11 | )
Interest expense |  |  |  |  |  |  |  |  |  |  |  | 162 |
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  | 8 |
Other expense (income), net |  |  |  |  |  |  |  |  |  |  |  | 11 |
Income before income taxes |  |  |  |  |  |  |  |  |  |  | $ | 215 |

24

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

|  | Nine Months Ended September 30, 2024 |
|  | VSD |  |  | PSD |  |  | MSD |  |  | Total |
Product |  | $ | 833 |  |  | $ | 633 |  |  | $ | 835 |  |  | $ | 2,301 |
Services |  |  | 179 |  |  |  | 126 |  |  |  | 46 |  |  |  | 351 |
Revenues by segment |  |  | 1,012 |  |  |  | 759 |  |  |  | 881 |  |  |  | 2,652 |
Total cost of revenues (exclusive of amortization shown separately below)(1) |  |  | 575 |  |  |  | 419 |  |  |  | 385 |  |  |  | 1,379 |
Segment gross profit |  |  | 437 |  |  |  | 340 |  |  |  | 496 |  |  |  | 1,273 |
Segment gross profit percentage |  |  | 43.2 | % |  |  | 44.8 | % |  |  | 56.3 | % |  |  | 47.8 | %
Reconciliation to income before income taxes |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  |  |  |  |  |  |  |  |  |  | 206 |
Selling, general and administrative |  |  |  |  |  |  |  |  |  |  |  | 498 |
Acquisition and integration costs |  |  |  |  |  |  |  |  |  |  |  | 6 |
Restructuring and other |  |  |  |  |  |  |  |  |  |  |  | 6 |
Fees and expenses related to amendments to the Term Loan Facility |  |  |  |  |  |  |  |  |  |  |  | 5 |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  | 184 |
Unallocated corporate expenses |  |  |  |  |  |  |  |  |  |  |  | 6 |
Income from operations |  |  |  |  |  |  |  |  |  |  |  | 362 |
Interest income |  |  |  |  |  |  |  |  |  |  |  | (17 | )
Interest expense |  |  |  |  |  |  |  |  |  |  |  | 230 |
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  | 52 |
Other (income) expense, net |  |  |  |  |  |  |  |  |  |  |  | (3 | )
Income before income taxes |  |  |  |  |  |  |  |  |  |  | $ | 100 |

(1)
The significant expense category and amount align with the segment-level information that is regularly provided to the CODM.

The following table sets forth capital expenditures by reportable segment:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
VSD |  | $ | 32 |  |  | $ | 6 |  |  | $ | 59 |  |  | $ | 17 |
PSD |  |  | 8 |  |  |  | 10 |  |  |  | 15 |  |  |  | 30 |
MSD |  |  | 10 |  |  |  | 6 |  |  |  | 24 |  |  |  | 20 |
Total capital expenditures |  | $ | 50 |  |  | $ | 22 |  |  | $ | 98 |  |  | $ | 67 |

The following table sets forth depreciation and amortization by reportable segment:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
VSD |  | $ | 9 |  |  | $ | 11 |  |  | $ | 31 |  |  | $ | 33 |
PSD |  |  | 11 |  |  |  | 12 |  |  |  | 37 |  |  |  | 38 |
MSD |  |  | 65 |  |  |  | 64 |  |  |  | 190 |  |  |  | 191 |
Total depreciation and amortization |  | $ | 85 |  |  | $ | 87 |  |  | $ | 258 |  |  | $ | 262 |

The following tables set forth segment assets by reportable segment:

September 30, 2025 |  | Accounts receivable, net |  |  | Inventories |  |  | Total |
VSD |  | $ | 187 |  |  | $ | 494 |  |  | $ | 681 |
PSD |  |  | 143 |  |  |  | 273 |  |  |  | 416 |
MSD |  |  | 281 |  |  |  | 167 |  |  |  | 448 |
Total segment assets |  | $ | 611 |  |  | $ | 934 |  |  | $ | 1,545 |

25

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

December 31, 2024 |  | Accounts receivable, net |  |  | Inventories |  |  | Total |
VSD |  | $ | 200 |  |  | $ | 488 |  |  | $ | 688 |
PSD |  |  | 168 |  |  |  | 260 |  |  |  | 428 |
MSD |  |  | 247 |  |  |  | 145 |  |  |  | 392 |
Total segment assets |  | $ | 615 |  |  | $ | 893 |  |  | $ | 1,508 |

The following table reconciles total segment assets to total assets:

|  | September 30, 2025 |  |  | December 31, 2024 |
Total segment assets |  | $ | 1,545 |  |  | $ | 1,508 |
Cash and cash equivalents |  |  | 697 |  |  |  | 714 |
Other current assets |  |  | 294 |  |  |  | 252 |
Property, plant and equipment, net |  |  | 769 |  |  |  | 771 |
Right-of-use assets |  |  | 275 |  |  |  | 238 |
Goodwill and intangible assets, net |  |  | 4,759 |  |  |  | 4,751 |
Other assets |  |  | 438 |  |  |  | 356 |
Total assets |  | $ | 8,777 |  |  | $ | 8,590 |

Geographic Area

Information about the Company’s operations by geographic area is presented in the tables below. Net revenues from unaffiliated customers are based on the shipped-to location of the end customer. Intercompany sales between geographic areas are at tax transfer prices and have been eliminated from consolidated revenues.

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
Net revenues: |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
United States |  | $ | 196 |  |  | $ | 194 |  |  | $ | 560 |  |  | $ | 615 |
China |  |  | 236 |  |  |  | 192 |  |  |  | 674 |  |  |  | 561 |
South Korea |  |  | 106 |  |  |  | 89 |  |  |  | 331 |  |  |  | 260 |
Taiwan |  |  | 70 |  |  |  | 66 |  |  |  | 196 |  |  |  | 176 |
Singapore |  |  | 60 |  |  |  | 60 |  |  |  | 195 |  |  |  | 171 |
Japan |  |  | 56 |  |  |  | 65 |  |  |  | 183 |  |  |  | 177 |
Other |  |  | 264 |  |  |  | 230 |  |  |  | 759 |  |  |  | 692 |
|  | $ | 988 |  |  | $ | 896 |  |  | $ | 2,898 |  |  | $ | 2,652 |

(16)
Restructuring

The Company recorded $19 of restructuring charges in restructuring and other during the nine months ended September 30, 2025 primarily related to severance costs incurred as a result of a global cost saving initiative implemented during the first quarter of 2025, mainly in the general metal finishing business within MSD. The Company recorded $5 of restructuring charges in restructuring and other during the nine months ended September 30, 2024 primarily related to severance costs incurred as a result of a global cost-saving initiative implemented in the fourth quarter of 2023.

The activity related to the Company’s restructuring accrual is shown below:

|  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |
Beginning of period |  | $ | 3 |  |  | $ | 9 |
Charged to expense |  |  | 19 |  |  |  | 5 |
Payments and adjustments |  |  | (13 | ) |  |  | (10 | )
End of period |  | $ | 9 |  |  | $ | 4 |

26

MKS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

(17)
Commitments and Contingencies

Legal Proceedings

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the future financial performance, business prospects and growth of MKS Inc., formerly known as MKS Instruments, Inc. (“MKS,” the “Company,” “our,” or “we”). These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should be considered forward-looking statements. Actual events or results may differ materially from those in the forward-looking statements set forth herein.

Among the important factors that could cause actual events to differ materially from those in the forward-looking statements that we make are the level and terms of our substantial indebtedness and our ability to service such debt; our entry into the chemicals technology business through our acquisition of Atotech Limited (“Atotech”) in August 2022 (the “Atotech Acquisition”) which has exposed us to significant additional liabilities; the risk that we are unable to realize the anticipated benefits of the Atotech Acquisition; risks related to cybersecurity, data privacy and intellectual property; competition from larger, more advanced or more established companies in our markets; the ability to successfully grow our business, including through growth of the Atotech business and financial risks associated with that acquisition and potential future acquisitions, including goodwill and intangible asset impairments; manufacturing and sourcing risks, including those associated with limited and sole source suppliers and the impact and duration of supply chain disruptions, component shortages, and price increases; changes in global demand; risks associated with doing business internationally, including geopolitical conflicts, such as the conflict in the Middle East, trade compliance, trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries, regulatory restrictions on our products, components or markets, particularly the semiconductor market, and unfavorable currency exchange and tax rate fluctuations, which risks become more significant as we grow our business internationally and in China specifically; conditions affecting the markets in which we operate, including fluctuations in capital spending in the semiconductor, electronics manufacturing and automotive industries, and fluctuations in sales to our major customers; disruptions or delays from third-party service providers upon which our operations may rely; the ability to anticipate and meet customer demand; the challenges, risks and costs involved with integrating or transitioning global operations of the companies we have acquired; risks associated with the attraction and retention of key personnel; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; risks associated with chemical manufacturing and environmental regulation compliance; risks related to defective products; financial and legal risk management; and the other important factors described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 25, 2025 (“Annual Report”), Part II, Item 1A of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and any subsequent Quarterly Reports on Form 10-Q. We are under no obligation to, and expressly disclaim any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, even if subsequent events cause our views to change.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations describes principal factors affecting the results of operations, financial condition, cash flows and liquidity, as well as our critical accounting policies and estimates that require significant judgment and thus have the most significant potential impact on our condensed consolidated financial statements, and is intended to better allow investors to view the Company from management’s perspective. This section focuses on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of our future operating results or of our future financial condition. This section provides an analysis of our financial results for the three months ended September 30, 2025 compared to the three months ended June 30, 2025, and the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. As a result of rounding, there may be immaterial differences in amounts presented and certain calculations may not sum to the total number expressed in each category or tie to a corresponding schedule.

Overview

We enable technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world’s leading technology and industrial companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed, feature enhancement and optimized

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connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications.

Current Trade Environment

As the global trade landscape continues to evolve to address trade imbalances, national security concerns, and market access issues, including the imposition of significant tariffs on numerous global trading partners and the expansion of various export controls, we continue to implement strategies to strengthen supplier diversification, explore alternative sourcing geographies and optimize logistics routes. Our efforts are designed to mitigate cost impacts, maintain operational efficiency, and support supply chain continuity against current and future regulatory risks.

Segments

We have three divisions, which are our reportable segments: Vacuum Solutions Division (“VSD”), Photonics Solutions Division (“PSD”) and Materials Solutions Division (“MSD”).

VSD delivers foundational technology solutions for semiconductor manufacturing, electronics and packaging, and specialty industrial applications. VSD products are derived from our core competencies in vacuum technologies, including pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, and fiber optic temperature and position sensing.

PSD provides a broad range of solutions for semiconductor manufacturing, electronics and packaging, and specialty industrial applications. PSD products include lasers, beam measurement and profiling, precision motion control, vibration isolation systems, photonics instruments, opto-mechanical components, optical elements, laser-based systems for flexible printed circuit board (“PCB”) laser processing, laser-based systems for high density interconnect PCB and package substrate manufacturing.

MSD develops leading process and manufacturing technologies for advanced surface modification, electroless and electrolytic plating, and surface finishing. Applying a comprehensive systems-and-solutions approach, MSD’s portfolio includes chemistry, equipment and services for innovative and high-technology applications in our electronics and packaging and specialty industrial markets.

Markets

Net Revenues by End Market

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | % Total |  |  | June 30, 2025 |  |  | % Total |  |  | September 30, 2025 |  |  | % Total |  |  | September 30, 2024 |  |  | % Total |
Semiconductor |  | $ | 415 |  |  |  | 42 | % |  | $ | 432 |  |  |  | 44 | % |  | $ | 1,261 |  |  |  | 44 | % |  | $ | 1,098 |  |  |  | 41 | %
Electronics and Packaging |  |  | 289 |  |  |  | 29 | % |  |  | 266 |  |  |  | 27 | % |  |  | 809 |  |  |  | 28 | % |  |  | 669 |  |  |  | 25 | %
Specialty Industrial |  |  | 284 |  |  |  | 29 | % |  |  | 275 |  |  |  | 28 | % |  |  | 828 |  |  |  | 29 | % |  |  | 885 |  |  |  | 33 | %
Total net revenues |  | $ | 988 |  |  |  | 100 | % |  | $ | 973 |  |  |  | 100 | % |  | $ | 2,898 |  |  |  | 100 | % |  | $ | 2,652 |  |  |  | 100 | %

Semiconductor Market

We are a critical solutions provider for semiconductor manufacturing. Our products are used in major semiconductor processing steps, such as deposition, etching, cleaning, lithography, metrology, and inspection. The semiconductor industry continually faces new challenges, as products become smaller, more powerful and highly mobile. Ultra-thin layers, smaller critical dimensions, new materials, 3D structures, and the ongoing need for higher yield and productivity drive the need for tighter process measurement and control, all of which we support. We believe we are the broadest critical subsystem provider in the wafer fabrication equipment ecosystem and address over 85% of the market. We characterize our broad and unique offering as Surround the Wafer® to reflect the technology enablement we provide across almost every major process in semiconductor manufacturing today.

The semiconductor market is subject to rapid demand shifts, which are difficult to predict, and we cannot be certain as to the timing or extent of future demand or any future softening in the semiconductor capital equipment industry. In addition to these rapid demand shifts, the semiconductor capital equipment industry has recently been subject to significant trade restrictions, especially in key markets, including China.

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For the three months ended September 30, 2025, net revenues in our semiconductor market decreased by $17 million, or 4%, compared to the prior quarter due to lower sales of our semiconductor capital equipment at VSD primarily driven by reduced demand due to the timing of NAND upgrades.

For the nine months ended September 30, 2025, net revenues in our semiconductor market increased by $163 million, or 15%, compared to the same period in the prior year. The increase was mainly due to higher sales of our semiconductor capital equipment in logic and foundry applications at VSD, higher NAND memory production upgrades at VSD and higher service revenues, partially offset by decreases in sales in our lithography, metrology and inspection products at PSD.

Electronics and Packaging Market

We are a foundational solutions provider for the electronics and packaging market. Our portfolio includes photonics components, laser drilling systems, electronics chemistries and plating equipment that are critical for the manufacturing of PCBs and package substrates, and critical to wafer level packaging (“WLP”) applications. Similar to the semiconductor industry, the PCB, package substrate and WLP industries demand smaller features, greater density, and better performance. In addition, the electronics and packaging market also includes sales of our vacuum and photonics solutions for display manufacturing applications. We characterize our complementary offering of laser systems and chemistry solutions as Optimize the Interconnect®, to reflect the unique technology enablement we provide at the Interconnect level within PCBs, package substrates and WLPs.

For the three months ended September 30, 2025, net revenues in our electronics and packaging market increased by $23 million, or 9%, compared to the prior quarter primarily due to higher chemistry and equipment sales in the electronics market at MSD as well as higher sales of PCB via drilling systems at PSD.

For the nine months ended September 30, 2025, net revenues in our electronics and packaging market increased by $140 million, or 21%, compared to the same period in the prior year. This increase was primarily due to higher chemistry and equipment sales in the electronics market at MSD as well as higher sales of PCB via drilling systems at PSD.

Specialty Industrial Market

Our strategy in the specialty industrial market is to leverage our domain expertise and proprietary technologies across a broad array of applications in industrial, life and health sciences, and research and defense markets.

Industrial

Industrial encompasses a wide range of diverse applications, including chemistries for functional coatings, surface finishing and wear resistance in the automobile industry, vacuum solutions for synthetic diamond manufacturing and photonics for solar manufacturing. Other applications include vacuum and photonics solutions for light emitting diode and laser diode manufacturing.

Life and Health Sciences

Our products for life and health sciences are used in a diverse array of applications, including bioimaging, medical instrument sterilization, medical device manufacturing, analytical, diagnostic and surgical instrumentation, consumable medical supply manufacturing and pharmaceutical production.

Research and Defense

Our products for research and defense are sold to government, university and industrial laboratories for applications involving research and development in materials science, physical chemistry, photonics, optics and electronics materials. Our products are also sold for monitoring and defense applications, including surveillance, imaging and infrastructure protection.

For the three months ended September 30, 2025, net revenues in our specialty industrial market increased by $9 million, or 3%, compared to the prior quarter mainly due to higher chemistry sales to industrial customers at MSD.

For the nine months ended September 30, 2025, net revenues in our specialty industrial market decreased by $57 million, or 6%, compared to the same period in the prior year. This decrease was mainly due to lower chemistry sales to industrial customers at MSD, lower sales to industrial and life and health science customers at PSD, and lower sales to industrial customers at VSD.

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International Markets

A significant portion of our net revenues is from sales to customers in international markets. For the nine months ended September 30, 2025 and 2024, international net revenues accounted for approximately 81% and 77% respectively, of our total net revenues. A significant portion of our international net revenues was from customers in China, South Korea, Singapore, Taiwan and Japan. We expect international net revenues will continue to account for a significant percentage of total net revenues for the foreseeable future.

Long-lived assets located outside of the United States accounted for approximately 68% and 59% of our total long-lived assets as of September 30, 2025 and December 31, 2024, respectively. Long-lived assets include property, plant and equipment, net, right-of-use assets and certain other assets.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. There have been no material changes in our critical accounting policies since December 31, 2024.

For further information about our critical accounting policies, please see the discussion of critical accounting policies in our Annual Report in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.”

Results of Operations

The following table sets forth, for the periods indicated, the percentage of total net revenues of certain line items included in our condensed consolidated statements of operations and comprehensive income (loss) data:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Net revenues: |  |  |  |  |  |  |  |  |  |  |  |
Product |  |  | 87.0 | % |  |  | 87.2 | % |  |  | 87.2 | % |  |  | 86.8 | %
Service |  |  | 13.0 |  |  |  | 12.8 |  |  |  | 12.8 |  |  |  | 13.2 |
Total net revenues |  |  | 100.0 |  |  |  | 100.0 |  |  |  | 100.0 |  |  |  | 100.0 |
Cost of revenues: |  |  |  |  |  |  |  |  |  |  |  |
Cost of product revenues |  |  | 47.2 |  |  |  | 47.6 |  |  |  | 47.2 |  |  |  | 46.0 |
Cost of service revenues |  |  | 6.2 |  |  |  | 5.9 |  |  |  | 6.0 |  |  |  | 6.2 |
Total cost of revenues (exclusive of amortization shown separately below) |  |  | 53.4 |  |  |  | 53.4 |  |  |  | 53.1 |  |  |  | 52.2 |
Gross profit |  |  | 46.6 |  |  |  | 46.6 |  |  |  | 46.9 |  |  |  | 47.8 |
Research and development |  |  | 7.7 |  |  |  | 7.8 |  |  |  | 7.7 |  |  |  | 7.8 |
Selling, general and administrative |  |  | 18.2 |  |  |  | 18.0 |  |  |  | 18.6 |  |  |  | 18.8 |
Acquisition and integration costs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 0.2 |
Restructuring and other |  |  | 0.4 |  |  |  | 0.5 |  |  |  | 0.9 |  |  |  | 0.2 |
Fees and expenses related to amendments to the Term Loan Facility |  |  | — |  |  |  | — |  |  |  | 0.1 |  |  |  | 0.2 |
Amortization of intangible assets |  |  | 6.4 |  |  |  | 6.4 |  |  |  | 6.3 |  |  |  | 6.9 |
Income from operations |  |  | 14.0 |  |  |  | 13.9 |  |  |  | 13.3 |  |  |  | 13.7 |
Interest income |  |  | (0.3 | ) |  |  | (0.4 | ) |  |  | (0.4 | ) |  |  | (0.6 | )
Interest expense |  |  | 5.4 |  |  |  | 5.7 |  |  |  | 5.6 |  |  |  | 8.7 |
Loss on extinguishment of debt |  |  | 0.2 |  |  |  | 0.2 |  |  |  | 0.3 |  |  |  | 2.0 |
Other expense (income), net |  |  | 0.2 |  |  |  | 1.0 |  |  |  | 0.4 |  |  |  | (0.1 | )
Income before income taxes |  |  | 8.5 |  |  |  | 7.4 |  |  |  | 7.4 |  |  |  | 3.8 |
Provision for income taxes |  |  | 1.0 |  |  |  | 1.0 |  |  |  | 0.9 |  |  |  | 0.1 |
Net income |  |  | 7.5 | % |  |  | 6.4 | % |  |  | 6.5 | % |  |  | 3.7 | %

The following table sets forth our net revenues for product and service:

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Net Revenues

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Product |  | $ | 860 |  |  | $ | 848 |  |  | $ | 2,528 |  |  | $ | 2,301 |
Service |  |  | 128 |  |  |  | 125 |  |  |  | 370 |  |  |  | 351 |
Total net revenues |  | $ | 988 |  |  | $ | 973 |  |  | $ | 2,898 |  |  | $ | 2,652 |

For the three months ended September 30, 2025, net product revenues increased $12 million compared to the prior quarter primarily due to higher chemistry and equipment sales in the electronics and packaging and specialty industrial markets at MSD, partially offset by lower NAND upgrade sales in the semiconductor market at VSD.

For the nine months ended September 30, 2025, net product revenues increased $227 million compared to the same period in the prior year, primarily as a result of an increase in sales in our semiconductor market at VSD, mainly due to an increase in sales in capital equipment related to strength in logic and foundry applications and upgrades to support existing NAND memory production as well as an increase in sales in our electronics and packaging market, mainly due to higher sales of PCB via drilling systems at PSD and higher equipment and chemistry sales at MSD. The increase in product revenue was partially offset by decreases in sales in our specialty industrial market across all divisions and decreased sales in our lithography, metrology and inspection products at PSD.

Net service revenues consisted mainly of fees for services related to the maintenance and repair of our products, sales of spare parts, and installation and training. For the three months ended September 30, 2025, net service revenues increased $3 million compared to the prior quarter mainly as a result of higher demand in our semiconductor market at PSD and electronics and packaging market at MSD.

For the nine months ended September 30, 2025, net service revenues increased $19 million compared to the same period in the prior year, primarily due to higher demand in our semiconductor market at VSD, partially offset by lower demand in our electronics and packaging market at PSD and MSD.

The following table sets forth our net revenues by reportable segment:

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Vacuum Solutions Division |  | $ | 386 |  |  | $ | 407 |  |  | $ | 1,179 |  |  | $ | 1,012 |
Photonics Solutions Division |  |  | 249 |  |  |  | 243 |  |  |  | 756 |  |  |  | 759 |
Materials Solutions Division |  |  | 353 |  |  |  | 323 |  |  |  | 963 |  |  |  | 881 |
Total net revenues |  | $ | 988 |  |  | $ | 973 |  |  | $ | 2,898 |  |  | $ | 2,652 |

For the three months ended September 30, 2025, net revenues from VSD decreased $21 million compared to the prior quarter mainly due to decreased sales in semiconductor capital equipment driven by reduced demand due to the timing of NAND upgrades. For the nine months ended September 30, 2025, net revenues from VSD increased $167 million compared to the same period in the prior year, mainly due to higher sales of our semiconductor capital equipment in logic and foundry applications, higher NAND memory production upgrades and higher service revenues. This was partially offset by decreases in industrial applications in our specialty industrial market.

For the three months ended September 30, 2025, net revenues from PSD increased $6 million compared to the prior quarter mainly due to higher sales of PCB via drilling systems in our electronics and packaging market. For the nine months ended September 30, 2025, net revenues from PSD decreased $3 million compared to the same period in the prior year, mainly due to lower sales of our lithography, metrology and inspection products in our semiconductor market as well as decreases in sales in life and health sciences and industrial applications in our specialty industrial market, partially offset by higher sales of PCB via drilling systems in our electronics and packaging market.

For the three months ended September 30, 2025, net revenues from MSD increased $30 million compared to the prior quarter mainly due to increased chemistry and equipment sales in our electronics and packaging market. For the nine months ended September 30, 2025, revenues from MSD increased $82 million compared to the same period in the prior year, mainly due to higher chemistry and equipment sales in our electronics and packaging market partially offset by lower sales in our industrial market.

The following table sets forth gross profit as a percentage of net revenues by product and service:

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Gross Profit Excluding Amortization

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2025 |  |  | June 30, 2025 |  |  | % Points Change |  |  | September 30, 2025 |  |  | September 30, 2024 |  |  | % Points Change |
(As a percentage of net revenues) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product |  |  | 45.8 | % |  |  | 45.4 | % |  |  | 0.4 | % |  |  | 45.9 | % |  |  | 47.0 | % |  |  | (1.1 | )%
Service |  |  | 52.0 | % |  |  | 54.7 | % |  |  | (2.7 | )% |  |  | 53.2 | % |  |  | 53.0 | % |  |  | 0.2 | %
Total gross profit percentage |  |  | 46.6 | % |  |  | 46.6 | % |  |  | — |  |  |  | 46.9 | % |  |  | 47.8 | % |  |  | (0.9 | )%

Gross profit as a percentage of net product revenues increased by 0.4 percentage points for the three months ended September 30, 2025 compared to the prior quarter, primarily due to favorable product mix, partially offset by higher warranty costs and excess and obsolete inventory charges.

Gross profit as a percentage of net product revenues decreased by 1.1 percentage points for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to higher duty and tariff costs and unfavorable product mix, partially offset by higher revenue volumes.

Gross profit as a percentage of net services revenues decreased by 2.7 percentage points for the three months ended September 30, 2025 compared to the prior quarter, primarily due to higher other production costs and unfavorable mix on products repaired, partially offset by lower freight and duty costs.

Gross profit as a percentage of net services revenues increased by 0.2 percentage points for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to favorable product mix and lower scrap and rework charges offset by higher variable compensation and freight and duty costs.

The following table sets forth gross profit as a percentage of net revenues by reportable segment:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2025 |  |  | June 30, 2025 |  |  | % Points Change |  |  | September 30, 2025 |  |  | September 30, 2024 |  |  | % Points Change |
(As a percentage of net revenues) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Vacuum Solutions Division |  |  | 42.2 | % |  |  | 43.7 | % |  |  | (1.5 | )% |  |  | 43.7 | % |  |  | 43.2 | % |  |  | 0.5 | %
Photonics Solutions Division |  |  | 43.7 | % |  |  | 42.4 | % |  |  | 1.3 | % |  |  | 43.4 | % |  |  | 44.8 | % |  |  | (1.4 | )%
Materials Solutions Division |  |  | 54.6 | % |  |  | 53.9 | % |  |  | 0.7 | % |  |  | 54.3 | % |  |  | 56.3 | % |  |  | (2.0 | )%
Total gross profit percentage |  |  | 46.6 | % |  |  | 46.6 | % |  |  | — |  |  |  | 46.9 | % |  |  | 47.8 | % |  |  | (0.9 | )%

Gross profit as a percentage of net revenues for VSD decreased for the three months ended September 30, 2025 compared to the prior quarter, primarily due to higher warranty costs, lower revenue volumes and unfavorable product mix, partially offset by lower duty and tariff costs. Gross profit as a percentage of net revenues for VSD increased for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to revenue volumes and favorable factory utilization partially offset by higher duty and tariff costs and unfavorable product mix.

Gross profit as a percentage of net revenues for PSD increased for the three months ended September 30, 2025 compared to the prior quarter, primarily due to favorable product mix and factory utilization as well as lower material costs. Gross profit as a percentage of net revenues for PSD decreased for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to higher duty and tariff costs and variable compensation, partially offset by lower excess and obsolete inventory charges.

Gross profit as a percentage of net revenues for MSD increased for the three months ended September 30, 2025 compared to the prior quarter, primarily due to higher revenue volumes and lower duty and tariff costs, partially offset by higher excess and obsolete inventory charges. Gross profit as a percentage of net revenues for MSD decreased for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to unfavorable product mix and higher excess and obsolete inventory charges, partially offset by higher revenue volumes.

The above gross profit percentages by division exclude an immaterial amount of unallocated corporate expense included in the total gross profit percentage.

Research and Development

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Research and development |  | $ | 76 |  |  | $ | 76 |  |  | $ | 222 |  |  | $ | 206 |

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Research and development expenses for the three months ended September 30, 2025 remained flat compared to the prior quarter. Research and development expenses increased $16 million for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to an increase of $15 million in compensation-related costs, mainly related to variable incentive compensation.

Our research and development efforts are primarily focused on developing and improving our instruments, components, chemistry, subsystems, systems and process control solutions to improve process performance and productivity. We have thousands of products, and our research and development efforts primarily consist of a large number of projects related to these products, none of which is individually material. Projects typically have a duration of 3 to 36 months but may be extended for development of new products.

We continue to make product advancements designed to meet our customers’ evolving needs. We have developed, and continue to develop, new products designed to address industry trends, such as the rising demand for more complex hardware architecture related to increasing investments in artificial intelligence, the shrinking of integrated circuit critical dimensions and technology inflections, and, in the flat panel display and solar markets, the transition to larger substrate sizes, which require more advanced processing and process control technology, the continuing drive towards more complex and accurate components and devices within the handset and tablet market, the growth in units and via counts in the high density interconnect PCB drilling market, and the transition from internal combustion to electric vehicles. In addition, we have developed, and continue to develop, products that support the migration to new classes of materials, ultra-thin layers, and 3D structures that are used in small geometry manufacturing. In our chemistry and equipment plating businesses, a majority of our research and development investment supports existing customers’ product improvement needs and their short-term research and development goals, which enables us to pioneer new high-value solutions while limiting commercial risk. Research and development expenses consist primarily of salaries and related expenses for personnel engaged in research and development, fees paid to consultants, material costs for prototypes and other expenses related to the design, development, testing and enhancement of our products.

We believe that the continued investment in research and development and ongoing development of new products are essential to the expansion of our markets. We expect to continue to make significant investment in research and development activities. We are subject to risks from products not being developed in a timely manner, as well as from rapidly changing customer requirements and competitive threats from other companies and technologies. Our success depends on many of our products being designed into new generations of equipment for the semiconductor, electronics and packaging, and specialty industrial markets. We seek to develop products that are technologically advanced so that they are positioned to be chosen for use in each successive generation of semiconductor capital equipment and advanced markets applications. If our products are not chosen to be designed into our customers’ products, our net revenues may be reduced during the lifespan of those products.

Selling, General and Administrative

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Selling, general and administrative |  | $ | 180 |  |  | $ | 175 |  |  | $ | 539 |  |  | $ | 498 |

Selling, general and administrative expenses increased $5 million for the three months ended September 30, 2025 compared to the prior quarter, primarily due to an increase of $3 million in compensation-related costs, mainly related to variable compensation.

Selling, general and administrative expenses increased $41 million for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to an increase of $46 million in compensation-related costs, mainly related to stock-based and other variable incentive compensation, partially offset by lower costs due to a decrease in headcount, resulting from the global cost saving initiative implemented during the first quarter of 2025.

Acquisition and Integration Costs

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Acquisition and integration costs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 6 |

Acquisition and integration costs incurred during 2024 were related to consulting and professional fees related to the Atotech Acquisition.

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Restructuring and Other

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Restructuring and other |  | $ | 4 |  |  | $ | 5 |  |  | $ | 26 |  |  | $ | 6 |

Restructuring and other charges during the three and nine months ended September 30, 2025 and the three months ended June 30, 2025 related primarily to severance costs incurred as a result of a global cost saving initiative implemented during the first quarter of 2025, mainly in the general metals finishing business within MSD as well as third party costs supporting other strategic initiatives. Restructuring and other charges during the nine months ended September 30, 2024, primarily related to severance costs incurred as a result of a global cost saving initiative implemented in the fourth quarter of 2023.

Fees and Expenses Related to Amendments to the Term Loan Facility

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Fees and expenses related to amendments to the Term Loan Facility |  | $ | — |  |  | $ | — |  |  | $ | 2 |  |  | $ | 5 |

During the nine months ended September 30, 2025, we recorded fees and expenses related to the Fifth Amendment to Credit Agreement, dated as of January 24, 2025, by and among us as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto (the “Fifth Amendment”). During the nine months ended September 30, 2024, we recorded fees and expenses related to the Fourth Amendment to Credit Agreement, dated as of July 23, 2024, by and among us as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto (the “Fourth Amendment”) and the Second Amendment to Credit Agreement, dated as of January 22, 2024, by and among us as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto (the “Second Amendment”).

Amortization of Intangible Assets

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Amortization of intangible assets |  | $ | 63 |  |  | $ | 62 |  |  | $ | 184 |  |  | $ | 184 |

Amortization of intangible assets for the three months ended September 30, 2025 increased $1 million compared to the prior quarter. Amortization of intangible assets for the nine months ended September 30, 2025 remained flat compared to the same period in the prior year.

Interest Expense, Net

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Interest expense, net |  | $ | 50 |  |  | $ | 51 |  |  | $ | 151 |  |  | $ | 213 |

Interest expense, net decreased by $1 million for the three months ended September 30, 2025 compared to the prior quarter, primarily as a result of lower interest rates and outstanding debt balance.

Interest expense, net decreased by $62 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily as a result of the issuance of $1.4 billion of Convertible Notes (as defined and described further below under “Convertible Notes”) in May 2024 at a coupon rate of 1.25%, of which $1.2 billion of the proceeds were used to pay down our loans under the Term Loan Facility with an interest rate of approximately 7.8%. In addition, in July 2024, we entered into the Fourth Amendment, and in January 2025, we entered into the Fifth Amendment, each of which decreased the applicable margin for both the USD Tranche B and EUR Tranche B by 0.25%. In addition, interest expense, net was lower for the nine months ended September 30, 2025 as compared to the same period in the prior year, as a result of various voluntary prepayments totaling $426 million in 2024 and $300 million for the nine months ended September 30, 2025, on

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loans under the Term Loan Facility. The decrease in interest expense, net was partially offset by the maturity of favorable interest rate swaps compared to the same period in the prior year.

Loss on Extinguishment of Debt

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Loss on extinguishment of debt |  | $ | 2 |  |  | $ | 2 |  |  | $ | 8 |  |  | $ | 52 |

For the three months ended September 30, 2025 and June 30, 2025 we recorded a loss on extinguishment of debt in connection with voluntary prepayments in August 2025 and June 2025, respectively.

For the nine months ended September 30, 2025, we recorded a loss on extinguishment of debt in connection with voluntary prepayments in January 2025, June 2025 and August 2025 as well as the Fifth Amendment. For the nine months ended September 30, 2024, we recorded a loss on extinguishment of debt in connection with the extinguishment of our senior secured tranche A term loans using proceeds from borrowing additional USD Tranche B and additional Euro Tranche B pursuant to the Second Amendment, the issuance in May 2024 of the Convertible Notes, as defined and described further below under “Credit Facilities”, and the Fourth Amendment as well as voluntary prepayments in February 2024, April 2024 and July 2024. In each period, the loss from voluntary prepayments resulted from the acceleration of deferred financing and original issue discount costs associated with our loans under the Term Loan Facility.

Other Expense (Income), Net

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Other expense (income), net |  | $ | 2 |  |  | $ | 10 |  |  | $ | 11 |  |  | $ | (3 | )

Other expense (income), net for the three and nine months ended September 30, 2025, three months ended June 30, 2025 and nine months ended September 30, 2024 consisted primarily of net foreign exchange and fair value gains and losses.

Provision for Income Taxes

|  | Three Months Ended |  |  | Nine Months Ended |
(Dollars in millions) |  | September 30, 2025 |  |  | June 30, 2025 |  |  | September 30, 2025 |  |  | September 30, 2024 |
Provision for income taxes |  | $ | 10 |  |  | $ | 10 |  |  | $ | 27 |  |  | $ | 1 |

Our effective tax rates for the three months ended September 30, 2025 and June 30, 2025 were 12.3% and 13.6%, respectively. Our effective tax rates for the three months ended September 30, 2025 and June 30, 2025 were lower than the U.S. statutory tax rate, mainly due to the U.S. deduction for foreign derived intangible income (“FDII”) and research and development tax credits, partially offset by foreign withholding taxes and a waiver of deductions related to U.S. base erosion payments.

Our effective tax rates for the nine months ended September 30, 2025 and 2024 were 12.7% and 1.2%, respectively. Our effective tax rate for the nine months ended September 30, 2025 was lower than the U.S. statutory tax rate mainly due to the U.S. deduction for FDII and research and development tax credits, partially offset by foreign withholding taxes and a waiver of deductions related to U.S. base erosion payments. Our effective tax rate for the nine months ended September 30, 2024 was lower than the U.S. statutory tax rate primarily due to a tax benefit related to the earnings mix, an increase in the U.S. deduction for FDII and a one-time increase in research and development tax credits due to the filing of prior year amended returns for years 2020 and 2021, partially offset by an expected increase in foreign withholding taxes and a waiver of deductions related to U.S. base erosion payments.

Our future effective tax rate depends on various factors, including the impact of tax legislation, further interpretations and guidance from U.S. federal and state governments on the impact of proposed regulations issued by the Internal Revenue Service, as well as the geographic composition of our pre-tax income and changes in income tax reserves for unrecognized tax benefits. We monitor these factors and timely adjust our estimates of the effective tax rate accordingly. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax laws and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record

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additional provisions or benefits for U.S. federal, state, and foreign tax matters in future periods as new information becomes available.

The Organisation for Economic Co-operation and Development (“OECD”) and participating OECD member countries continue to work toward the enactment of a 15% global minimum corporate tax rate for large multinational enterprise groups, also known as “Pillar Two.” Many of the participating countries have enacted legislation that became effective beginning in 2024, while other countries continue to work on defining the underlying rules and administrative procedures. Although the enacted and effective legislation in some countries was applicable to us as of January 1, 2024, and increased our effective income tax rate, the increase did not have a material impact on our overall results of operations or cash flows. We will continue to monitor and evaluate the impact of the developing legislation.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes changes to the U.S. tax code, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These changes to the U.S. tax code have not had a material impact on our results since the enactment of OBBBA and we do not anticipate these changes to the U.S. tax code will have a material impact on our results in future periods.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2025 and December 31, 2024 totaled $697 million and $714 million, respectively. The primary driver of our current and anticipated future cash flows is, and we expect will continue to be, cash generated from operations, consisting primarily of our net income, excluding non-cash charges and changes in operating assets and liabilities.

Our total cash and cash equivalents at September 30, 2025 consisted of $166 million held in the United States and $531 million held by our foreign subsidiaries. We believe that our current cash and investments position and available borrowing capacity, together with the cash anticipated to be generated from our operations, will be sufficient to satisfy our estimated working capital needs, planned capital expenditure requirements, payments of debt, and any future cash dividends declared by our Board of Directors or share repurchases through at least the next 12 months and the foreseeable future.

In periods when our sales are growing, higher sales to customers will result in increased trade receivables, and inventories will generally increase as we build products for future sales. This may result in lower cash generated from operations. Conversely, in periods when our sales are declining, our trade accounts receivable and inventory balances will generally decrease, resulting in increased cash from operations.

Net cash provided by operating activities was $503 million for the nine months ended September 30, 2025 and resulted from net income of $188 million, which included non-cash charges of $240 million, mainly the result of $258 million in depreciation and amortization, partially offset by $125 million in deferred income taxes and a net decrease in working capital of $75 million. The net decrease in working capital was primarily due to increases in accrued compensation of $55 million, accounts payable of $31 million and income taxes payable of $21 million as well as a decrease in accounts receivable of $24 million and other current and non-current assets of $12 million, partially offset by an increase in inventories of $54 million as well as a decrease in other current and non-current liabilities of $14 million.

Net cash used in investing activities was $96 million for the nine months ended September 30, 2025 primarily related to capital expenditures of $98 million.

Net cash used in financing activities was $437 million for the nine months ended September 30, 2025, consisting primarily of normal quarterly debt payments and voluntary debt prepayments that together totaled $338 million, as well as the repurchase of our common stock of $45 million and dividend payments of $44 million.

On July 25, 2011, our Board of Directors approved a share repurchase program for the repurchase of up to an aggregate of $200 million of our outstanding common stock from time to time in open market purchases, privately negotiated transactions or through other appropriate means. The timing and quantity of any shares repurchased depends upon a variety of factors, including business conditions, stock market conditions and business development activities, including, but not limited to, merger and acquisition opportunities. These repurchases may be commenced, suspended or discontinued at any time without prior notice. Any repurchased shares are held by us as authorized but unissued shares.

During the nine months ended September 30, 2025, we repurchased approximately 546,000 shares of our common stock for total consideration of $45 million. During the three months ended September 30, 2025 and the three and nine months ended September 30, 2024, we did not repurchase any shares of common stock. We have repurchased approximately 3.1 million shares of common stock for approximately $172 million pursuant to the program since its adoption.

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Holders of our common stock are entitled to receive dividends when and if they are declared by our Board of Directors. During each of the first three quarters of 2025 and 2024, our Board of Directors declared a cash dividend of $0.22 per share, totaling $44 million for each of the nine months ended September 30, 2025 and 2024. On November 3, 2025, our Board of Directors declared a quarterly cash dividend of $0.22 per share to be paid on December 5, 2025 to stockholders of record as of November 24, 2025. 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.

Credit Facilities

In connection with the completion of the Atotech Acquisition, on August 17, 2022 (the “Effective Date”) we entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto, which we have amended several times since including, most recently, in January 2025 (as amended, the “Amended Credit Agreement”). As of September 30, 2025, the Amended Credit Agreement provided for (i) a senior secured term loan facility comprised of two tranches: a $2.3 billion loan (the “USD Tranche B”) and a €589 million loan (the “Euro Tranche B” and together with the USD Tranche B, the “Term Loan Facility”) and (ii) a senior secured revolving credit facility of $675 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions. In each of January 2025, June 2025, August 2025 and October 2025, we made an additional voluntary prepayment of $100 million principal amount to the USD Tranche B loan.

As of September 30, 2025, borrowings under the Credit Facilities bore interest at a rate per annum equal to, at our option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche B and the Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on the variable secured overnight financing rate (“Term SOFR”) (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%, and (y) a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject to a rate floor of (I) with respect to the USD Tranche B, 0.50% and (II) with respect to the Revolving Facility, 0.0%; and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%. As of September 30, 2025, the applicable margins for borrowings under the Credit Facilities were (i) under the USD Tranche B, 1.00% with respect to base rate borrowings and 2.00% with respect to Term SOFR borrowings, (ii) under the Euro Tranche B, 2.50% and (iii) under the Revolving Facility, 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings.

In addition to paying interest on outstanding principal under the Credit Facilities, we are required to pay a commitment fee in respect of the unutilized commitments under the Revolving Facility. The commitment fee is subject to adjustment based on our first lien net leverage ratio as of the end of the preceding fiscal quarter. We must also pay customary letter of credit fees and agency fees. As of September 30, 2025, the commitment fee was 0.25% per annum.

As of September 30, 2025, the principal outstanding on the Term Loan Facility was $3.0 billion, and the weighted average interest rate was 5.8%. The Revolving Facility has a maturity date in August 2027 while the USD Tranche B and Euro Tranche B have a maturity date in August 2029. As of September 30, 2025, there were no borrowings under the Revolving Facility.

We are required to make scheduled quarterly principal payments equal to approximately $10 million with respect to the USD Tranche B and approximately €2 million with respect to the Euro Tranche B, in each case with the balance due thereunder on the seventh anniversary of the Effective Date. There is no scheduled amortization under the Revolving Facility. Any principal amount outstanding under the Revolving Facility is due and payable in full on the fifth anniversary of the Effective Date.

Under the Amended Credit Agreement, we are required to prepay outstanding term loans, subject to certain exceptions, with portions of our annual excess cash flow as well as with the net cash proceeds of certain of its asset sales, certain casualty and condemnation events and the incurrence or issuances of certain debt. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Revolving Facility exceeds the aggregate commitments under the Revolving Facility, we are required to repay outstanding loans and/or cash collateralize letters of credit, with no reduction of the commitment amount.

We may voluntarily prepay, and have voluntarily repaid, outstanding loans under the Credit Facilities from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Term SOFR or EURIBOR loans. Additionally, we may voluntarily reduce the unutilized portion of the commitment amount under the Revolving Facility.

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All obligations under the Credit Facilities are guaranteed by certain of our wholly-owned domestic subsidiaries and are required to be guaranteed by certain of our future wholly-owned domestic subsidiaries, and are secured by substantially all of our assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.

Under the Amended Credit Agreement, we have the ability to incur additional incremental debt facilities in an amount up to (x) the greater of (1) $1,011 million and (2) 75% of consolidated last 12 months earnings before interest, taxes, depreciation, and amortization, plus (y) an amount equal to the sum of all voluntary prepayments of term loans under the Term Loan Facility, plus (z) an additional unlimited amount subject to pro forma compliance with certain leverage ratio tests (based on the security and priority of such incremental debt).

The Amended Credit Agreement contains customary representations and warranties, covenants and provisions relating to events of default. As of September 30, 2025, we were in compliance with all covenants under the Amended Credit Agreement. The USD Tranche B and the Euro Tranche B are not subject to financial maintenance covenants.

Convertible Notes

On May 16, 2024, we completed a private offering of $1.4 billion aggregate principal amount of convertible senior notes due 2030 (the “Convertible Notes”).

We used approximately $167 million of the net proceeds from the offering to pay the cost of the capped call transactions described below. We used the remaining net proceeds from the offering to repay approximately $1.2 billion in borrowings outstanding under the USD Tranche B, together with accrued interest, as well as for general corporate purposes.

Indenture and the Convertible Notes

On May 16, 2024, we entered into an indenture (the “Indenture”) with respect to the Convertible Notes with U.S. Bank Trust Company, National Association, as trustee. Under the Indenture, the Convertible Notes are senior unsecured obligations of ours and bear interest at a coupon rate of 1.25% per annum, with interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Convertible Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased in accordance with their terms.

Subject to certain conditions, on or after June 5, 2027, we may redeem for cash all or any portion of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the date the notice of redemption is sent.

The conversion rate for the Convertible Notes is initially 6.4799 shares of our common stock per one thousand dollars principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $154.32 per share. The conversion rate is subject to adjustment upon the occurrence of certain events.

Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Prior to March 1, 2030, noteholders may convert all or any portion of their Convertible Notes only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.

If we undergo a fundamental change (as defined in the Indenture) prior to the maturity date of the Convertible Notes, holders may require us to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default that are occurring and continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable.

As of September 30, 2025, the Convertible Notes were classified as a long-term liability, net of issuances costs, on the condensed consolidated balance sheet. The Convertible Notes were issued at par and costs associated with the issuance of the Convertible Notes are amortized to interest expense over the contractual term of the Convertible Notes. As of September 30, 2025, the effective interest rate of the Convertible Notes was 1.56%.

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Capped Call Transactions

On May 13, 2024, in connection with the pricing of the Convertible Notes, and on May 14, 2024, in connection with the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the Convertible Notes or their respective affiliates and other financial institutions. The capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of any Convertible Notes and/or offset any cash payments that we are required to make in excess of the principal amount of any converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $237.42 per share, which represents a premium of 100% over the last reported sale price of $118.71 per share of our common stock on The Nasdaq Global Select Market on May 13, 2024, and is subject to customary adjustments under the terms of the capped call transactions.

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 as of September 30, 2025 and December 31, 2024 of up to an equivalent of $13 million and $19 million, respectively. There were no borrowings outstanding under these arrangements at September 30, 2025 and December 31, 2024.

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 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 various 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.

Recent Accounting Pronouncements

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by

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providing the revised disclosures for all periods presented. We are planning to apply ASU 2023-09 prospectively beginning with the period ending December 31, 2025. We are currently evaluating the impact on the consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets, cash flows or income statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional disaggregated information about certain income statement expense line items in the notes to financial statements. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact on the consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets, cash flows or income statements.

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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. As of September 30, 2025, there were no material changes in our exposure to market risk from December 31, 2024.

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 September 30, 2025. 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 September 30, 2025, 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 September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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, 2024 filed with the U.S. Securities and Exchange Commission on February 25, 2025 and the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2025 filed with the U.S. Securities and Exchange Commission on May 8, 2025, which section is incorporated herein by reference.

ITEM 5. OTHER INFORMATION.

For the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a trading arrangement for the sale or purchase of Company securities that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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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
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.

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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: November 6, 2025 | By: | /s/ Ramakumar Mayampurath
| Ramakumar Mayampurath
| Executive Vice President and Chief Financial Officer
| (Principal Financial Officer)

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