Form 4: Entegris SVP Acquires Shares from Performance Units

Daniel D. Woodland, SVP & President of MS Division at Entegris, Inc., acquired 4,014 shares through performance unit settlement and had 2,403 shares withheld for taxes.

Summary

• Daniel D. Woodland, SVP & President, MS Division of Entegris, Inc. (ENTG), reported changes in beneficial ownership.
• On February 19, 2026, Mr. Woodland acquired 4,014 shares of Common Stock at a price of $0.00 per share.
• These shares were awarded in connection with the settlement of performance share units (PSUs) for the 2023-2025 performance cycle, under the Entegris, Inc. 2020 Stock Plan.
• Concurrently, 1,779 shares of Common Stock were automatically withheld at a price of $132.67 per share to satisfy tax withholding obligations upon the settlement of PSUs.
• An additional 624 shares of Common Stock were automatically withheld at a price of $132.67 per share to satisfy tax withholding obligations upon the settlement of restricted stock units (RSUs).
• Following these transactions, Mr. Woodland's direct beneficial ownership stands at 48,514.83 shares of Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It represents a routine compensation-related transaction (vesting of equity awards and subsequent tax withholding) rather than a discretionary purchase or sale that would signal a strong positive or negative outlook.

Positives

• Daniel D. Woodland acquired 4,014 shares of Common Stock, increasing his direct ownership in the company.
• The acquisition of shares stems from the settlement of performance share units, indicating the achievement of performance targets for the 2023-2025 cycle.

Negatives

• A total of 2,403 shares (1,779 from PSUs and 624 from RSUs) were automatically withheld to cover tax obligations, reducing the net shares received by Mr. Woodland.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as the vesting of equity awards and subsequent tax withholdings, are common compensation practices across various industries, particularly in technology and manufacturing sectors like Entegris. These events reflect pre-established compensation plans rather than discretionary trading based on new market insights.

Comparison to Industry Standards

• The use of performance share units (PSUs) and restricted stock units (RSUs) as part of executive compensation is a standard practice in publicly traded companies, aligning executive incentives with shareholder value creation over multi-year performance cycles.
• The automatic withholding of shares for tax obligations upon vesting is a common mechanism to manage tax liabilities for equity awards, consistent with practices observed at peer companies such as Applied Materials (AMAT) and KLA Corporation (KLAC).

Stakeholder Impact

• Shareholders: The increase in executive ownership through performance-based awards can be viewed positively as it aligns management's interests with long-term shareholder value. The tax withholding is a standard part of equity compensation.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of performance-based equity awards and subsequent tax withholdings. It does not reflect discretionary trading by the executive based on new material information about the company's prospects. Therefore, it provides no strong signal for a 'buy' or 'sell' recommendation, and a 'hold' stance is appropriate as this event is already factored into the company's compensation structure and does not alter the fundamental investment thesis.

Keywords

Entegris, ENTG, Form 4, Insider Transaction, Stock Award, Performance Share Units, Restricted Stock Units, Executive Compensation, Share Ownership