Form 4: Entegris CFO Boosts Stake, Corrects Option Price

Entegris's SVP and CFO, Linda LaGorga, increased her direct beneficial ownership of common stock by 5,890 shares through PSU settlements and option exercises, while also correcting a previously misstated option exercise price.

Summary

• SVP and Chief Financial Officer, Linda LaGorga, reported multiple transactions in Entegris Inc. (ENTG) common stock.
• Acquired 8,840 shares on February 19, 2026, as a settlement of performance share units for the 2023-2025 performance cycle.
• Disposed of 2,950 shares on February 19, 2026, at $132.67 per share to cover tax withholding obligations related to the performance share unit settlement.
• Exercised employee stock options to acquire 11,438 shares on February 20, 2026, at an exercise price of $91.63 per share.
• Sold 11,438 shares on February 20, 2026, at $135.00 per share, which were acquired from the option exercise.
• The net effect of these transactions resulted in an increase of 5,890 shares in direct beneficial ownership of common stock, bringing the total to 33,810 shares.
• A previous Form 4 filed on May 17, 2023, incorrectly listed an option exercise price as $39.34, which has now been corrected to $91.63.
• The filing indicates that 11,438 derivative securities (employee stock options) remain beneficially owned following the reported transaction, despite the exercise of 11,438 options.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates the CFO's continued accumulation of shares through performance awards, signaling confidence in the company's long-term prospects, despite some sales for liquidity and tax purposes. The correction of a prior error is a minor procedural issue.

Positives

• The CFO's direct beneficial ownership of common stock increased by 5,890 shares, indicating continued alignment with shareholder interests.
• The award of 8,840 shares from performance share units suggests successful achievement of performance targets for the 2023-2025 cycle.
• The exercise of options and subsequent sale at a higher market price ($135.00 vs. $91.63 exercise price) demonstrates a profitable transaction for the insider.

Negatives

• The sale of 11,438 shares, although immediately following an option exercise, represents a reduction in the CFO's direct holdings from the peak after the option exercise.
• A prior Form 4 filed on May 17, 2023, contained an incorrect option exercise price, which required a correction.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving performance-based awards and option exercises, are common in the semiconductor materials and advanced manufacturing industries. The combination of PSU settlement and option exercise/sale reflects standard executive compensation practices designed to align management incentives with company performance and provide liquidity.

Corporate Governance

Related Party Transactions

• Acquisition of 8,840 shares from performance share units, which are compensation awards from the issuer to an executive.
• Exercise of 11,438 employee stock options, which are compensation awards from the issuer to an executive.
• Disposition of 2,950 shares for tax withholding, a transaction directly related to compensation from the issuer.

Stakeholder Impact

• Shareholders: The increase in the CFO's direct beneficial ownership by 5,890 shares may be viewed positively as it aligns management's interests with shareholders. The profitable option exercise and sale demonstrate value creation for the executive.
• Employees: The settlement of performance share units and exercise of stock options highlight the company's executive compensation structure, which can influence broader employee incentive programs.

Next Steps

• Remaining installments of employee stock options will become exercisable on May 15, 2026.
• Remaining installments of employee stock options will become exercisable on May 15, 2027.
• The employee stock option will expire on May 15, 2030.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, including the settlement of performance share units and the exercise and sale of stock options. While the CFO's direct beneficial ownership increased slightly, the overall activity is consistent with standard compensation practices and does not suggest a material change in the company's fundamental outlook or warrant a strong buy or sell recommendation based solely on this Form 4. The correction of a prior filing error is a procedural matter.

Keywords

Entegris Inc., ENTG, Form 4, Insider Trading, Stock Options, Performance Share Units, Executive Compensation, Linda LaGorga, CFO, Beneficial Ownership